UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

_______________________


☒	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

Commission file number 001-36097

___________________________

GANNETT CO., INC.
(Exact name of registrant as specified in its charter)

___________________________

Delaware

38-3910250

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

~~Delaware~~

~~38-3910250~~

~~(State or Other Jurisdiction of Incorporation or Organization)~~

~~(I.R.S. Employer Identification No.)~~

7950 Jones Branch Drive,

McLean,

Virginia

22107-0910

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (703) ~~854-6000.~~854-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

GCI

The New York Stock Exchange

Preferred Stock Purchase Rights

N/A

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer	☒☐	Accelerated Filer	☐☒

Non-Accelerated Filer	☐	Smaller Reporting Company	☐

		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of August 3, ~~2020, the total number of~~2021, 142,617,066 shares of the registrant's Common Stock ~~$0.01 par value, outstanding was 136,305,331.~~

were outstanding.

CAUTIONARY NOTE REGARDING ~~FORWARD LOOKING INFORMATION~~FORWARD-LOOKING STATEMENTS

Certain statements in this ~~report~~Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of ~~1995 that~~1995. Forward-looking statements reflect our current views regarding, among other things, our future growth, results of operations, performance, and business prospects and opportunities, ~~as well as other~~and are not statements ~~that are other than~~of historical fact. Words such as ~~“anticipate(s)~~"anticipate(s),~~” “expect(s)~~" "expect(s),~~” “intend(s)~~" "intend(s),~~” “plan(s)~~" "plan(s),~~” “target(s)~~" "target(s),~~” “project(s)~~" "project(s),~~” “believe(s)~~" "believe(s),~~” “will,” “aim,” “would,” “seek(s)~~" "forecast," "will," "aim," "would," "seek(s),~~” “estimate(s)”~~" "estimate(s)" and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties, and other factors that could lead to actual results materially different from those described in the forward-looking statements. We can give no assurance our expectations will be attained. Our actual results, liquidity, and financial condition may differ from the anticipated results, liquidity, and financial condition indicated in these forward-looking statements. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others:

•General economic and market conditions;

•The competitive environment in which we operate;

•Risks and uncertainties associated with the ongoing COVID-19 pandemic;

~~General economic and market conditions;~~

•Economic conditions in the various regions of the United ~~States;~~States, the United Kingdom, and other regions in which we operate our business;

•The ~~growing~~ shift within the publishing industry from traditional print media to digital forms of publication;

•Risks and uncertainties associated with our Digital Marketing Solutions segment, including its significant reliance on Google for media purchases, its international operations, and its ability to develop and gain market acceptance for new products or services;

•Declining print advertising revenue and circulation subscribers;

•Our ability to grow our digital marketing services initiatives, digital audience, and advertiser base;

•Our ability to grow our business organically;

•Variability in the exchange rate relative to the U.S. dollar of currencies in foreign jurisdictions in which we operate;

•The risk that we may not realize the anticipated benefits of our acquisitions;

•The availability and cost of capital for future investments;

•Our indebtedness may restrict our operations and/or require us to dedicate a portion of cash flow from operations to payments associated with our debt;

•Our current intention not to pay dividends and our ability to pay dividends consistent with prior practice or at all;

•Our ability to reduce costs and expenses;

•Our ability to remediate a material weakness in our internal control over financial reporting; and

~~The impact of any material transactions with the Manager (as defined below) or one of its affiliates, including the impact of any actual, potential, or perceived conflicts of interest;~~

~~The competitive environment in which we operate; and~~

•Our ability to recruit and retain key ~~personnel.~~personnel, as well as any shortage of skilled or experienced employees, including journalists.

Additional risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the risks identified by us under the heading “Risk Factors” in Item 1A of ~~this report~~our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2021, and the statements made in subsequent

filings. Such forward-looking statements speak only as of the date they are made. Except to the extent required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

INDEX TO GANNETT CO., INC.

Q2 ~~2020~~2021 FORM 10-Q


Item No.		Page
	Part I. Financial Information
1	Financial Statements	2
2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
3	Quantitative and Qualitative Disclosures About Market Risk	46
4	Controls and Procedures	46

	Part II. Other Information
1	Legal Proceedings	47
1A	Risk Factors	47
2	Unregistered Sales of Equity Securities and Use of Proceeds	47
3	Defaults Upon Senior Securities	47
4	Mine Safety Disclosures	47
5	Other Information	47
6	Exhibits	47
	Signatures	49

Item No. Page

Part I. Financial Information

1
Financial Statements
2

2
Management's Discussion and Analysis of Financial Condition and Results of Operations
27

3
Quantitative and Qualitative Disclosures About Market Risk
45

4
Controls and Procedures
45

Part II. Other Information

1
Legal Proceedings
46

1A
Risk Factors
46

2
Unregistered Sales of Equity Securities and Use of Proceeds
61

3
Defaults Upon Senior Securities
61

4
Mine Safety Disclosures
61

5
Other Information
61

6
Exhibits
61

Signatures
61

Table of Contents

PART I. FINANCIAL INFORMATION

~~Item~~ITEM 1. ~~Financial Statements~~FINANCIAL STATEMENTS

GANNETT CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~Gannett Co., Inc. and Subsidiaries~~

in thousands, except share data June 30, 2020 December 31, 2019
ASSETS (Unaudited)
Current assets
Cash and cash equivalents $ 158,603
$ 156,042
Accounts receivable, net of allowance for doubtful accounts of $26,560 and $19,923 288,509
438,523
Inventories 40,468
55,090
Prepaid expenses and other current assets 125,208
129,460
Total current assets 612,788
779,115
Property, plant and equipment, at cost net of accumulated depreciation of $358,746 and $277,291 718,590
815,807
Operating lease assets 296,128
309,112
Goodwill 559,623
914,331
Intangible assets, net 920,525
1,012,564
Deferred income tax assets 105,051
76,297
Other assets 125,212
112,876
Total assets $ 3,337,917
$ 4,020,102

LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 327,071
$ 453,628
Deferred revenue 213,988
218,823
Current portion of long-term debt —
3,300
Other current liabilities 47,017
42,702
Total current liabilities 588,076
718,453
Long-term debt 1,633,449
1,636,335
Convertible debt 3,300
3,300
Deferred tax liabilities 6,256
9,052
Pension and other postretirement benefit obligations 214,084
235,906
Long-term operating lease liabilities 282,896
297,662
Other long-term liabilities 157,313
136,188
Total noncurrent liabilities 2,297,298
2,318,443
Total liabilities 2,885,374
3,036,896
Redeemable noncontrolling interests 458
1,850
Commitments and contingent liabilities (See Note 12)

Equity
Common stock of $0.01 par value per share, 2,000,000,000 shares authorized, 136,885,320 issued and 136,114,347 shares outstanding at June 30, 2020; 129,386,258 issued and 128,991,544 shares outstanding at December 31, 2019 1,369
1,294
Treasury stock at cost, 770,973 and 394,714 shares at June 30, 2020 and December 31, 2019, respectively (4,818 ) (2,876 )
Additional paid-in capital 1,101,899
1,090,694
Accumulated deficit (633,003 ) (115,958 )
Accumulated other comprehensive income (loss) (13,362 ) 8,202
Total equity 452,085
981,356
Total liabilities and equity $ 3,337,917
$ 4,020,102


In thousands, except share data	June 30, 2021		December 31, 2020
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	158,563	$	170,725
Accounts receivable, net of allowance for doubtful accounts of $17,955 and $20,843 as of June 30, 2021 and December 31, 2020, respectively	291,452		314,305
Inventories	34,535		35,075
Prepaid expenses and other current assets	113,275		116,581
Total current assets	597,825		636,686
Property, plant and equipment, net of accumulated depreciation of $362,677 and $362,029 as of June 30, 2021 and December 31, 2020, respectively	522,347		590,272
Operating lease assets	278,389		289,504
Goodwill	534,218		534,088
Intangible assets, net	770,811		824,650
Deferred tax assets	58,571		90,240
Other assets	211,627		143,474
Total assets	$	2,973,788	$	3,108,914

Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities	$	351,919	$	378,246
Deferred revenue	184,619		186,007
Current portion of long-term debt	106,644		128,445
Other current liabilities	49,939		48,602
Total current liabilities	693,121		741,300
Long-term debt	823,009		890,323
Convertible debt	396,964		581,405
Deferred tax liabilities	22,567		6,855
Pension and other postretirement benefit obligations	90,019		99,765
Long-term operating lease liabilities	262,390		274,460
Other long-term liabilities	157,708		151,847
Total noncurrent liabilities	1,752,657		2,004,655
Total liabilities	2,445,778		2,745,955
Redeemable noncontrolling interests	(2,067)		(1,150)
Commitments and contingent liabilities (See Note 12)	0		0

Equity
Preferred stock, $0.01 par value, 300,000 shares authorized, of which 150,000 shares are designated as Series A Junior Participating Preferred Stock, NaN of which were issued and outstanding at June 30, 2021 and December 31, 2020	0		0
Common stock of $0.01 par value per share, 2,000,000,000 shares authorized, 144,638,938 shares issued and 142,624,274 shares outstanding at June 30, 2021; 139,494,741 shares issued and 138,102,993 shares outstanding at December 31, 2020	1,446		1,395
Treasury stock at cost, 2,014,664 shares and 1,391,748 shares at June 30, 2021 and December 31, 2020, respectively	(6,935)		(4,903)
Additional paid-in capital	1,395,191		1,103,881
Accumulated deficit	(913,638)		(786,437)
Accumulated other comprehensive income	54,013		50,173
Total equity	530,077		364,109
Total liabilities and equity	$	2,973,788	$	3,108,914

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

~~Gannett Co., Inc. and Subsidiaries~~(Unaudited)

~~Unaudited; in thousands, except share data~~


														Three months ended June 30,				Six months ended June 30,
	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
Operating revenues:
In thousands, except per share amounts													In thousands, except per share amounts	2021		2020		2021		2020
Advertising and marketing services	$	356,918		$	204,697		$	843,929		$	398,242		Advertising and marketing services	$	420,110	$	356,918	$	808,467	$	843,929
Circulation	342,646			150,850			717,369			303,015			Circulation	310,259		342,646		635,696		717,369
Other	67,436			48,840			154,385			90,730			Other	73,906		67,436		137,196		154,385
Total operating revenues	767,000			404,387			1,715,683			791,987			Total operating revenues	804,275		767,000		1,581,359		1,715,683
Operating expenses:
Operating costs	476,735			233,407			1,043,199			462,902			Operating costs	473,172		476,735		950,970		1,043,199
Selling, general and administrative expenses	226,484			126,628			525,622			255,676			Selling, general and administrative expenses	222,904		226,484		426,588		525,622
Depreciation and amortization	66,327			23,328			144,352			44,251			Depreciation and amortization	48,242		66,327		106,345		144,352
Integration and reorganization costs	32,306			4,278			60,560			10,077			Integration and reorganization costs	8,444		32,306		21,848		60,560
Acquisition costs	2,379			2,364			8,348			3,137
Impairment of property, plant and equipment	6,859			1,262			6,859			2,469
Goodwill and intangible impairment	393,446			—			393,446			—
Loss on sale or disposal of assets	88			947			745			2,737
Asset impairments													Asset impairments	0		6,859		833		6,859
Goodwill and intangible impairments													Goodwill and intangible impairments	0		393,446		0		393,446
Net loss on sale or disposal of assets													Net loss on sale or disposal of assets	5,294		88		10,039		745
Other operating expenses													Other operating expenses	774		2,379		11,350		8,348
Total operating expenses	1,204,624			392,214			2,183,131			781,249			Total operating expenses	758,830		1,204,624		1,527,973		2,183,131
Operating income (loss)	(437,624		)	12,173			(467,448		)	10,738			Operating income (loss)	45,445		(437,624)		53,386		(467,448)
Non-operating (income) expense:
Interest expense	57,928			10,212			115,827			20,346			Interest expense	35,264		57,928		74,767		115,827
Loss on early extinguishment of debt	369			—			1,174			—			Loss on early extinguishment of debt	2,834		369		22,235		1,174
Non-operating pension income	(17,553		)	(208		)	(36,099		)	(417		)	Non-operating pension income	(23,906)		(17,553)		(47,784)		(36,099)
Loss on Convertible notes derivative													Loss on Convertible notes derivative	0		0		126,600		0
Other income, net	(6,261		)	(103		)	(4,616		)	(154		)	Other income, net	(1,148)		(6,261)		(3,023)		(4,616)
Non-operating expense	34,483			9,901			76,286			19,775			Non-operating expense	13,044		34,483		172,795		76,286
Net income (loss) before income taxes	(472,107		)	2,272			(543,734		)	(9,037		)
Benefit for income taxes	(34,276		)	(343		)	(25,297		)	(2,297		)
Income (loss) before income taxes													Income (loss) before income taxes	32,401		(472,107)		(119,409)		(543,734)
Provision (benefit) for income taxes													Provision (benefit) for income taxes	17,692		(34,276)		8,583		(25,297)
Net income (loss)	(437,831		)	2,615			(518,437		)	(6,740		)	Net income (loss)	14,709		(437,831)		(127,992)		(518,437)
Net income (loss) attributable to redeemable noncontrolling interests	(938		)	(200		)	(1,392		)	(449		)
Net loss attributable to redeemable noncontrolling interests													Net loss attributable to redeemable noncontrolling interests	(406)		(938)		(791)		(1,392)
Net income (loss) attributable to Gannett	$	(436,893	)	$	2,815		$	(517,045	)	$	(6,291	)	Net income (loss) attributable to Gannett	$	15,115	$	(436,893)	$	(127,201)	$	(517,045)

Income (loss) per share attributable to Gannett - basic	$	(3.32	)	$	0.05		$	(3.95	)	$	(0.10	)	Income (loss) per share attributable to Gannett - basic	$	0.11	$	(3.32)	$	(0.95)	$	(3.95)
Income (loss) per share attributable to Gannett - diluted	$	(3.32	)	$	0.05		$	(3.95	)	$	(0.10	)	Income (loss) per share attributable to Gannett - diluted	$	0.10	$	(3.32)	$	(0.95)	$	(3.95)
Dividends declared per share	$	0.00		$	0.38		$	0.00		$	0.76

Other comprehensive loss:
Other comprehensive income (loss):													Other comprehensive income (loss):
Foreign currency translation adjustments	$	(2,552	)	3			$	(16,585	)	3			Foreign currency translation adjustments	$	1,750	$	(2,552)	$	4,787	$	(16,585)
Pension and other postretirement benefit items:													Pension and other postretirement benefit items:
Net actuarial loss	(8,078		)	—			(8,078		)	—			Net actuarial loss	(1,426)		(8,078)		(300)		(8,078)
Amortization of net actuarial gain	(11		)	(30		)	(25		)	(60		)
Amortization of net actuarial loss (gain)													Amortization of net actuarial loss (gain)	(5)		(11)		15		(25)

Other	95			—			1,061			—			Other	(292)		95		(846)		1,061
Total pension and other postretirement benefit items	(7,994		)	(30		)	(7,042		)	(60		)	Total pension and other postretirement benefit items	(1,723)		(7,994)		(1,131)		(7,042)
Other comprehensive loss before tax	(10,546		)	(27		)	(23,627		)	(57		)
Income tax effect related to components of other comprehensive income	2,059			—			2,063			—
Other comprehensive loss, net of tax	(8,487		)	(27		)	(21,564		)	(57		)
Comprehensive loss	(446,318		)	2,588			(540,001		)	(6,797		)
Other comprehensive income (loss) before tax													Other comprehensive income (loss) before tax	27		(10,546)		3,656		(23,627)
Income tax benefit related to components of other comprehensive income (loss)													Income tax benefit related to components of other comprehensive income (loss)	(390)		(2,059)		(184)		(2,063)
Other comprehensive income (loss), net of tax													Other comprehensive income (loss), net of tax	417		(8,487)		3,840		(21,564)
Comprehensive income (loss)													Comprehensive income (loss)	15,126		(446,318)		(124,152)		(540,001)
Comprehensive loss attributable to redeemable noncontrolling interests	(938		)	(200		)	(1,392		)	(449		)	Comprehensive loss attributable to redeemable noncontrolling interests	(406)		(938)		(791)		(1,392)
Comprehensive loss attributable to Gannett	$	(445,380	)	$	2,788		$	(538,609	)	$	(6,348	)
Comprehensive income (loss) attributable to Gannett													Comprehensive income (loss) attributable to Gannett	$	15,532	$	(445,380)	$	(123,361)	$	(538,609)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
GANNETT CO., INC.
Unaudited; in thousands, except share data
Common stock Additional
Paid-in
Capital Accumulated other comprehensive income (loss) Retained
Earnings (Accumulated Deficit) Treasury stock
Shares Amount Shares Amount Total
Three months ended June 30, 2020
Balance as of March 31, 2020 132,715,532
$ 1,327
$ 1,093,705
$ (4,875 ) $ (196,110 ) 657,165
$ (4,491 ) $ 889,556
Net income (loss) —
—
—
—
(436,893 ) —
—
(436,893 )
Restricted share grants 3,531,279
36
(36 ) —
—
—
—
—
Restricted stock awards settled, net of withholdings 251,250
3
(109 ) —
—
—
—
(106 )
Other comprehensive income, net of income taxes of $2,059 —
—
—
(8,487 )

—
—
(8,487 )
Equity-based compensation expense —
—
7,391
—
—
—
—
7,391
Issuance of common stock 387,259
3
1,021
—
—
—
—
1,024
Purchase of treasury stock —
—
—
—
—
55,236
(326 ) (326 )
Restricted share forfeiture —
—
—
—
—
58,572
(1 ) (1 )
Other activity —
—
(73 ) —
—
—
—
(73 )
Balance as of June 30, 2020 136,885,320
1,369
1,101,899
(13,362 ) (633,003 ) 770,973
(4,818 ) 452,085

Three months ended June 30, 2019
Balance as of March 31, 2019 60,806,451
$ 608
$ 699,787
$ (6,911 ) $ (5,224 ) 276,590
$ (2,562 ) $ 685,698
Net income (loss) —
—
—
—
2,815
—
—
2,815
Other comprehensive income, net of income taxes of $0 —
—
—
(27 ) —
—
—
(27 )
Equity-based compensation expense —
—
707
—
—
—
—
707
Purchase of treasury stock —
—
—
—
—
955
(11 ) (11 )
Restricted share forfeiture —
—
—
—
—
47,232
—
—
Dividends declared —
—
(22,920 ) —
—
—
—
(22,920 )
Balance as of June 30, 2019 60,806,451
$ 608
$ 677,574
$ (6,938 ) $ (2,409 ) 324,777
$ (2,573 ) $ 666,262

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six months ended June 30,
In thousands	2021		2020
Operating activities
Net loss	$	(127,992)	$	(518,437)
Adjustments to reconcile net loss to operating cash flows:
Depreciation and amortization	106,345		144,352
Share-based compensation expense	9,202		18,968
Non-cash interest expense	11,531		11,902
Net loss on sale or disposal of assets	10,039		745
Loss on Convertible notes derivative	126,600		0
Loss on early extinguishment of debt	22,235		1,174
Goodwill and intangible impairments	0		393,446
Asset impairments	833		6,859
Pension and other postretirement benefit obligations	(78,038)		(49,064)
Change in other assets and liabilities, net	11,832		14,695







Net cash provided by operating activities	92,587		24,640
Investing activities

Purchase of property, plant and equipment	(15,821)		(22,157)
Proceeds from sale of real estate and other assets	23,341		17,792

Change in other investing activities	(335)		1,339
Net cash provided by (used for) investing activities	7,185		(3,026)
Financing activities
Payments of debt issuance costs	(33,921)		0
Borrowings under term loans	1,045,000		0
Repayments under term loans	(1,129,605)		(18,985)



Payments for employee taxes withheld from stock awards	(2,030)		(1,942)



Changes in other financing activities	(423)		596
Net cash used for financing activities	(120,979)		(20,331)
Effect of currency exchange rate change on cash	625		(780)
(Decrease) increase in cash, cash equivalents and restricted cash	(20,582)		503
Balance of cash, cash equivalents and restricted cash at beginning of period	206,726		188,664
Balance of cash, cash equivalents and restricted cash at end of period	$	186,144	$	189,167

The accompanying notes are an integral part of these condensed consolidated financial statements.

Unaudited; in thousands, except share data
Common stock Additional
Paid-in
Capital Accumulated other comprehensive income (loss) Retained
Earnings (Accumulated Deficit) Treasury stock
Shares Amount Shares Amount Total
Six months ended June 30, 2020
Balance as of December 30, 2019 129,386,258
$ 1,294
$ 1,090,694
$ 8,202
$ (115,958 ) 394,714
$ (2,876 ) $ 981,356
Net income (loss) —
—
—
—
(517,045 ) —
—
(517,045 )
Restricted share grants 4,346,313
44
(44 ) —
—
—
—
—
Restricted stock awards settled 2,508,585
25
(9,953 ) —
—
—
—
(9,928 )
Other comprehensive income, net of income taxes of $2,063 —
—
—
(21,564 ) —
—
—
(21,564 )
Equity-based compensation expense —
—
18,968

—
—
—
18,968
Issuance of common stock 644,164
6
2,570
—
—

2,576
Purchase of treasury stock —
—
—
—
—
317,687
(1,941 ) (1,941 )
Restricted share forfeiture —
—
—
—
—
58,572
(1 ) (1 )
Other activity —
—
(336 ) —
—
—
—
(336 )
Balance as of June 30, 2020 136,885,320
1,369
1,101,899
(13,362 ) (633,003 ) 770,973
(4,818 ) 452,085

Six months ended June 30, 2019
Balance as of December 30, 2018 60,508,249
$ 605
$ 721,605
$ (6,881 ) $ 3,767
201,963
$ (1,873 ) $ 717,223
Net income (loss) —
—
—
—
(6,291 ) —
—
(6,291 )
Restricted share grants 298,202
3
(3 ) —
—
—
—
—
Other comprehensive income, net of income taxes of $0 —
—
—
(57 ) —
—
—
(57 )
Equity-based compensation expense —
—
1,843
—
—
—
—
1,843
Impact of adoption of ASC 842 - Leases —
—
—
—
115
—
—
115
Purchase of treasury stock —
—
—
—
—
52,721
(700 ) (700 )
Restricted share forfeiture —
—
—
—
—
70,093
—
—
Dividends declared —
—
(45,871 ) —
—
—
—
(45,871 )
Balance as of June 30, 2019 60,806,451
608
677,574
(6,938 ) (2,409 ) 324,777
(2,573 ) 666,262

Table of Contents

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~EQUITY

~~Gannett Co., Inc. and Subsidiaries~~(Unaudited)

~~Unaudited; in thousands~~


	Three months ended June 30, 2021
	Common stock			Additional Paid-in Capital		Accumulated other comprehensive income (loss)		Accumulated Deficit		Treasury stock
In thousands, except share data	Shares	Amount								Shares	Amount		Total
Balance at March 31, 2021	144,443,628	$	1,444	$	1,421,977	$	53,596	$	(928,753)	1,901,927	$	(6,612)	$	541,652
Net income attributable to Gannett	—	—		—		—		15,115		—	—		15,115
Restricted stock awards settled, net of withholdings	5,198	—		(11)		—		—		—	—		(11)
Restricted share grants	—	—		—		—		—		—	—		—
Equity component of the 2027 Notes	—	—		(32,534)		—		—		—	—		(32,534)
Other comprehensive income, net of income tax benefit of $390	—	—		—		417				—	—		417
Share-based compensation expense	—	—		5,779		—		—		—	—		5,779
Issuance of common stock	190,112	2		—		—		—		—	—		2
Treasury stock	—	—		—		—		—		62,835	(323)		(323)
Restricted share forfeiture	—	—		—		—		—		49,902	—		—
Other activity	—	—		(20)		—		—		—	—		(20)
Balance at June 30, 2021	144,638,938	$	1,446	$	1,395,191	$	54,013	$	(913,638)	2,014,664	$	(6,935)	$	530,077


	Three months ended June 30, 2020
	Common stock			Additional Paid-in Capital		Accumulated other comprehensive income (loss)		Accumulated Deficit		Treasury stock
In thousands, except share data	Shares	Amount								Shares	Amount		Total
Balance at March 31, 2020	132,715,532	$	1,327	$	1,093,705	$	(4,875)	$	(196,110)	657,165	$	(4,491)	$	889,556
Net loss attributable to Gannett	—	—		—		—		(436,893)		—	—		(436,893)
Restricted stock awards settled, net of withholdings	251,250	3		(109)		—		—		—	—		(106)
Restricted share grants	3,531,279	36		(36)		—		—		—	—		0
Other comprehensive loss, net of income tax benefit of $2,059	—	—		—		(8,487)		—		—	—		(8,487)
Share-based compensation expense	—	—		7,391		—		—		—	—		7,391
Issuance of common stock	387,259	3		1,021		—		—		—	—		1,024
Treasury stock	—	—		—		—		—		55,236	(326)		(326)
Restricted share forfeiture	—	—		—		—		—		58,572	(1)		(1)
Other activity	—	—		(73)		—		—		—	—		(73)
Balance at June 30, 2020	136,885,320	$	1,369	$	1,101,899	$	(13,362)	$	(633,003)	770,973	$	(4,818)	$	452,085

Table of Contents

Six months ended June 30,
2020 2019

Cash flows from operating activities:
Net loss $ (518,437 ) $ (6,740 )
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization 144,352
44,251
Equity-based compensation expense 18,968
1,843
Non-cash interest expense 11,902
689
Loss on sale or disposal of assets 745
2,737
Loss on early extinguishment of debt 1,174
—
Goodwill and intangible impairment 393,446
—
Impairment of property, plant and equipment 6,859
2,469
Pension and other postretirement benefit obligations, net of contributions (49,064 ) (649 )
Change in other assets and liabilities, net 14,695
13,053
Net cash provided by operating activities 24,640
57,653
Cash flows from investing activities:
Acquisitions, net of cash acquired —
(39,353 )
Purchase of property, plant, and equipment (22,157 ) (4,934 )
Proceeds from sale of real estate and other assets 17,792
7,107
Insurance proceeds received for damage to property 1,643
—
Change in other investing activities (304 ) —
Net cash used for investing activities (3,026 ) (37,180 )
Cash flows from financing activities:
Repayment under term loans (18,985 ) (11,296 )
Borrowing under revolving credit facility —
102,900
Repayments under revolving credit facility —
(94,900 )
Payments for employee taxes withheld from stock awards (1,942 ) (700 )
Issuance of common stock 1,007
—
Payment of dividends —
(46,066 )
Changes in other financing activities (411 ) —
Net cash used for financing activities (20,331 ) (50,062 )
Effect of currency exchange rate change on cash (780 ) 3
Increase (decrease) in cash and cash equivalents and restricted cash 503
(29,586 )
Balance of cash, cash equivalents, and restricted cash at beginning of period 188,664
52,770
Balance of cash, cash equivalents, and restricted cash at end of period $ 189,167
$ 23,184

Supplemental cash flow information:
Cash paid for taxes, net of refunds $ (1,720 ) $ 921
Cash paid for interest $ 125,311
$ 22,684
Non-cash investing and financing activities:
Accrued capital expenditures $ 718
$ 183
GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY [CONTINUED]

(Unaudited)


	Six months ended June 30, 2021
	Common stock			Additional Paid-in Capital		Accumulated other comprehensive income (loss)		Accumulated Deficit		Treasury stock
In thousands, except share data	Shares	Amount								Shares	Amount		Total
Balance as of December 31, 2020	139,494,741	$	1,395	$	1,103,881	$	50,173	$	(786,437)	1,391,748	$	(4,903)	$	364,109
Net loss attributable to Gannett	—	—		—		—		(127,201)		—	—		(127,201)
Restricted stock awards settled, net of withholdings	1,061,840	10		(1,906)		—		—		—	—		(1,896)
Restricted share grants	3,877,836	39		(39)		—		—		—	—		0
Equity component of the 2027 Notes	—	—		283,718		—		—		—	—		283,718
Other comprehensive income, net of income tax benefit of $184	—	—		—		3,840		—		—	—		3,840
Share-based compensation expense	—	—		9,202		—		—		—	—		9,202
Issuance of common stock	204,521	2		61		—		—		—	—		63
Remeasurement of redeemable noncontrolling interests	—	—		126		—		—		—	—		126
Treasury stock	—	—		—		—		—		393,153	(2,030)		(2,030)
Restricted share forfeiture	—	—		—		—		—		229,763	(2)		(2)
Other activity	—	—		148		—		—		—	—		148
Balance at June 30, 2021	144,638,938	$	1,446	$	1,395,191	$	54,013	$	(913,638)	2,014,664	$	(6,935)	$	530,077


	Six months ended June 30, 2020
	Common stock			Additional Paid-in Capital		Accumulated other comprehensive income (loss)		Accumulated Deficit		Treasury stock
In thousands, except share data	Shares	Amount								Shares	Amount		Total
Balance as of December 31, 2019	129,386,258	$	1,294	$	1,090,694	$	8,202	$	(115,958)	394,714	$	(2,876)	$	981,356
Net loss attributable to Gannett	—	—		—		—		(517,045)		—	—		(517,045)
Restricted stock awards settled, net of withholdings	2,508,585	25		(9,953)		—		—		—	—		(9,928)
Restricted share grants	4,346,313	44		(44)		—		—		—	—		0
Other comprehensive loss, net of income tax benefit of $2,063	—	—		—		(21,564)		—		—	—		(21,564)
Share-based compensation expense	—	—		18,968		—		—		—	—		18,968
Issuance of common stock	644,164	6		2,570		—		—		—	—		2,576
Treasury stock	—	—		—		—		—		317,687	(1,941)		(1,941)
Restricted share forfeiture	—	—		—		—		—		58,572	(1)		(1)
Other activity	—	—		(336)		—		—		—	—		(336)
Balance at June 30, 2020	136,885,320	$	1,369	$	1,101,899	$	(13,362)	$	(633,003)	770,973	$	(4,818)	$	452,085

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ~~Basis of presentation and summary of significant accounting policies~~

Description of ~~business:~~ Business and basis of presentation

Description of Business

Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is ~~an innovative, digitally focused~~a subscription-led and digitally-focused media and marketing solutions company committed to ~~fostering~~empowering communities to thrive. We aim to be the ~~communities in~~premier source for clarity, connections and solutions within our ~~network~~communities. Our strategy is focused on driving audience growth and ~~helping them build relationships with their local businesses. On November 19, 2019, New Media Investment Group Inc. ("Legacy New Media") completed~~engagement by delivering deeper content experiences to our consumers, while offering the products and marketing expertise our advertisers desire. The execution of this strategy is expected to allow the Company to continue its acquisition of Gannett Co., Inc. (which was renamed Gannett Media Corp. and is referred herein as "Legacy Gannett"), which retained the name Gannett Co., Inc. and trades on the New York Stock Exchange under the ticker symbol "GCI".evolution from a more traditional print media business to a digitally-focused content platform.

Our current portfolio of media assets includes USA TODAY, local media organizations in 46 states in the U.S. ~~and Guam,~~, and Newsquest, ~~(a wholly owned~~a wholly-owned subsidiary operating in the United Kingdom (the "U.K.") with more than ~~140~~120 local media ~~brands).~~brands. Gannett also owns the digital marketing services companies ReachLocal, Inc. ("ReachLocal"), UpCurve, Inc. ("UpCurve"), and WordStream, Inc. ("WordStream"), which are marketed under the LOCALiQ brand, and runs the largest media-owned events business in the U.S., ~~GateHouse Live.~~USA TODAY NETWORK Ventures.

Through USA TODAY, our local property network, and Newsquest, Gannett delivers high-quality, trusted content where and when consumers want to engage on virtually any device or platform. Additionally, the Company has strong relationships with ~~hundreds of~~ thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and marketing solutions product suite. The Company reports in 2 segments: Publishing and Digital Marketing ~~Solutions.~~Solutions ("DMS"). A full description of our segments is included in Note 1413 — Segment reporting ofin the notes to the condensed consolidated financial statements.

~~COVID-19 Pandemic:~~ The newspaper industry and the Company have experienced declining same-store revenue and profitability over the past several years, and these industry trends are expected to continue in the future. Additionally, during the six months ended June 30, 2020, the Company experienced additional revenue and profitability declines in connection withImpacts of the COVID-19 ~~global pandemic. More specifically, during March 2020,~~pandemic

As a result of the ~~Company began~~COVID-19 pandemic, we experienced a significant decline in Advertising and marketing services revenues, which accelerated the secular declines that we continue to experience. We continue to experience ~~decreased demand for its advertising and digital marketing services, commercial print and distribution services, as well as reductions in~~constraints on the sales of single copy newspapers, largely tied to business travel and ~~commercial distribution~~in-person events. While we have seen operating trends improve since the second quarter of ~~its newspapers. At this point,~~2020, which represents the ~~Company’s newspaper production operations have not been~~quarter that was most significantly impacted ~~and~~by the ~~vast majority of the Company’s non-production employees are currently working remotely. However,~~pandemic, we expect that the COVID-19 ~~global~~ pandemic ~~had~~will continue to have a ~~significant~~ negative impact on ~~the Company’s~~our business and results of operations ~~during~~in the ~~second quarter~~near-term, including lower revenues associated with in-person events and sales of 2020, and we expect it to continue to have an impact in future periods. Longer-term, the impact of the COVID-19 pandemic on the Company’s business and results of operations will depend on the severity and length of the pandemic, the duration and extent of the mitigation measures and governmental actions designed to combat the pandemic, as well as the changes in customer behaviorsingle copy newspapers as a result of continued restrictions and reduced business travel. If the COVID-19 pandemic ~~all~~were to revert to conditions that existed during 2020, including measures to help mitigate and control the spread of ~~which are highly uncertain. As a result,~~ the ~~Company has~~virus, we would expect to experience further negative impacts in Advertising and marketing services revenues.

We have implemented, and ~~continues~~continue to implement, measures to reduce costs and preserve cash flow. These measures include, evaluating and applying for all governmental relief programs for which we are eligible, including the Paycheck Protection Program ("PPP"), suspension of the quarterly dividend ~~employee furloughs, decreases in employee compensation,~~and refinancing of our debt, as well as reductions in discretionary spending. In addition, the Company has deferred certain payroll tax remittance as permitted under the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") and negotiated the deferral of pension contributions, as well aswe are continuing with ~~its~~our previously disclosed plan to monetize non-core assets. ~~The Company believes these initiatives, along~~

In connection with the CARES Act, we have received $16.4 million in PPP funding in support of certain of our locations that were meaningfully affected by the COVID-19 pandemic. As of June 30, 2021, PPP loans of $16.4 million are included in Other long-term liabilities in the condensed consolidated balance sheets and in Operating activities in the condensed consolidated statements of cash ~~on hand~~flows. Interest expense related to PPP funding was immaterial for the three and ~~cash provided by operating activities, will provide sufficient cash flow~~six months ended June 30, 2021. Management intends to ~~enable the Company to meet its commitments. However, these measures will not be sufficient to fully offset the negative impact~~apply for forgiveness of the ~~COVID-19 pandemic on the Company's business and results of operations.~~PPP loans in accordance with applicable guidelines.

Basis of ~~presentation:~~ presentation

Our condensed consolidated financial statements are unaudited; however, in the opinion of management, they contain all of the adjustments (consisting of those of a normal, recurring nature) considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applicable to interim periods. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Table of Contents

Use of ~~estimates:~~ estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ from those estimates. ~~The COVID-19 pandemic has caused increased uncertainty~~

Significant estimates inherent in ~~estimates and assumptions affecting~~ the ~~reported amounts of assets and liabilities as of the date~~preparation of the condensed consolidated financial ~~statements.~~

~~Examples of significant estimates~~statements include pension and postretirement benefit obligation assumptions, income taxes, ~~leases, self-insurance liabilities,~~goodwill and intangible asset impairment analysis, ~~stock-based compensation, business combinations and~~ valuation of property, plant and equipment and intangible ~~assets. Actual results could differ from those estimates.~~

~~Fiscal period:~~ ~~Starting in 2019~~assets and ~~subsequent~~the mark to ~~our acquisition~~market of ~~Legacy Gannett, our fiscal period end coincides~~the conversion feature associated with the ~~Gregorian calendar. In periods prior to the acquisition, our fiscal periods ended on the last Sunday of the calendar month. Our fiscal period for the second quarter of 2019 was June 30, 2019.~~convertible debt.

~~Advertising and marketing services revenues:~~ Pursuant to our acquisition of Legacy Gannett, we realigned the presentation of marketing services revenues generated by our UpCurve subsidiary from other revenues to advertising and marketing services revenue on the Condensed consolidated statements of operations and comprehensive income (loss). As a result of this updated presentation, advertising and marketing services revenues increased and other revenues decreased $19.9 million for the three months ended June 30, 2019 and $34.8 million for the six months ended June 30, 2019. Operating revenues, net income, retained earnings, and earnings per share remained unchanged.

~~Segment presentation:~~ ~~In connection with our Legacy Gannett acquisition and as noted above, we reorganized our reportable segments to include (1) Publishing~~, ~~which consists of our portfolio of regional, national, and international newspaper publishers and (2) Marketing Solutions~~, which is comprised of our marketing solutions subsidiaries ReachLocal, UpCurve and WordStream. In addition to these operating segments, we have a corporate category that includes activities not directly attributable to a specific segment. This category primarily consists of broad corporate functions and includes legal, human resources, accounting, analytics, finance, and marketing as well as activities and costs not directly attributable to a particular segment and other general business costs.

~~Cash and cash equivalents, including restricted cash:~~ Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less. Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters of credit and cash held in an irrevocable grantor trust for our deferred compensation plans. The restrictions will lapse when benefits are paid to plan participants and their beneficiaries as specified in the plans.

~~The following table presents a reconciliation of cash, cash equivalents, and restricted cash:~~

June 30,
In thousands 2020 2019
Cash and cash equivalents $ 158,603
$ 20,029
Restricted cash included in other current assets 9,298
3,155
Restricted cash included in investments and other assets 21,266
—
Total cash, cash equivalents, and restricted cash $ 189,167
$ 23,184

~~New~~Recent accounting pronouncements ~~adopted:~~adopted

~~The following are new accounting pronouncements that we adopted in~~

Simplifying the ~~first six months of 2020:~~Accounting for Income Taxes

~~Financial Instruments—Credit Losses:~~ In ~~June 2016,~~December 2019, the Financial Accounting Standards Board ~~("FASB"~~(the "FASB") issued new guidance which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adopting this guidance did not have a material impact on our consolidated financial statements, refer to Note 4 — Accounts receivable, net for further details.

~~Intangibles—Internal Use Software~~: In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The guidance can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This guidance was adopted prospectively and did not have a material impact on our consolidated financial statements. Capitalized costs are recognized within prepaid expenses and other current assets or other assets within the consolidated balance sheet.

~~Fair Value Measurement—Disclosure Framework:~~ In August 2018, the FASB issued new guidance that changes disclosure requirements related to fair value measurements as part of the disclosure framework project. The disclosure framework project aims to improve the effectiveness of disclosures in the notes to the financial statements by focusing on requirements that clearly communicate the most important information to users of the financial statements. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adopting this guidance did not have a material impact on our consolidated financial statements.

~~New accounting pronouncements not yet adopted:~~ ~~The following are new accounting pronouncements that we are evaluating for future impacts on our financial statements:~~

~~Compensation—Retirement Plans:~~ In August 2018, the FASB issued new guidance that changes disclosures related to defined benefit pension and other postretirement benefit plans as part of the disclosure framework project. This guidance is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are evaluating the provisions of the updated guidance and assessing the impact on our consolidated financial statements.

~~Simplifying the Accounting for Income Taxes:~~ ~~In December 2019, the FASB~~ issued new guidance that simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. This guidance is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. WeWhile adopting this guidance allowed the Company to record a tax benefit for the first quarter of 2021 because year-to-date losses on interim periods are ~~evaluating the provisions of the updated guidance and assessing the~~no longer limited to losses annually forecasted, it did not have a material impact on ~~our~~the Company's condensed consolidated financial ~~statements.~~statements in the second quarter of 2021.

Recent accounting pronouncements not yet adopted

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the FASB issued new guidance ("ASU 2020-06") that simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition to eliminating certain accounting models, the guidance amends the disclosures for convertible instruments and earnings-per-share guidance. It also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. This guidance is effective for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not expect the adoption of this guidance to have a material impact on the condensed consolidated financial statements.

NOTE 2 — Revenues

~~Revenue Recognition~~

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. ~~Revenues are recognized as performance obligations that are satisfied either at a point in time, such as when an advertisement is published, or over time, such as customer subscriptions.~~

The Company’s ~~Condensed~~condensed consolidated statements of operations and comprehensive income (loss) ~~presents~~present revenues disaggregated by revenue type. Sales taxes and other usage-based taxes are excluded from revenues. The following table presents our revenues disaggregated by source:


	Three months ended June 30,				Six months ended June 30,
In thousands	2021		2020		2021		2020
Print advertising	$	200,925	$	188,158	$	394,121	$	456,000
Digital advertising and marketing services	219,185		168,760		414,346		387,929
Total advertising and marketing services	420,110		356,918		808,467		843,929
Circulation	310,259		342,646		635,696		717,369
Other	73,906		67,436		137,196		154,385
Total revenues	$	804,275	$	767,000	$	1,581,359	$	1,715,683

Table of Contents

Three months ended June 30, Six months ended June 30,
In thousands 2020
2019 2020 2019
Print advertising $ 188,158
$ 158,205
$ 456,000
$ 309,105
Digital advertising and marketing services 168,760
46,492
387,929
89,137
Total advertising and marketing services 356,918
204,697
843,929
398,242
Circulation 342,646
150,850
717,369
303,015
Other 67,436
48,840
154,385
90,730
Total revenues $ 767,000
$ 404,387
$ 1,715,683
$ 791,987

~~Approximately 6%~~For both the three and six months ended June 30, 2021, approximately 8% of ~~our quarter to date and 7% of our year to date~~ revenues were generated from international locations.

For the three and six months ended June 30, 2020, approximately 6% and 7% of revenues, respectively, were generated from international locations.

Deferred ~~revenue:~~revenues

The Company records deferred revenues when cash payments are received in advance of the Company’s performance obligation. The ~~most significant unsatisfied performance obligation~~Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service provided, which represents future delivery of publications (the performance obligation) to subscription customers. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next ~~three~~one to twelve months in accordance with the terms of the subscriptions.

The Company's payment terms vary by the type and location of the customer and the products or services offered. The period between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

~~The following table presents changes in the deferred revenue balance for the six months ended June 30, 2020 by type of revenue:~~

In thousands Advertising, Marketing Services, and Other Circulation Total
Beginning balance $ 67,543
$ 151,280
$ 218,823
Cash receipts 141,146
595,078
736,224
Revenue recognized (144,172 ) (596,887 ) (741,059 )
Ending balance $ 64,517
$ 149,471
$ 213,988

~~The Company’s primary source of deferred revenue is from circulation subscriptions paid in advance of the service provided.~~ The majority of our subscription customers are billed and pay on monthly ~~terms, but subscription periods can last between one and twelve months.~~ terms.

The ~~remaining~~following table presents changes in the deferred ~~revenue~~revenues balance ~~relates to advertising and marketing services and other revenue.~~by type of revenues:


	Six months ended June 30, 2021						Six months ended June 30, 2020
In thousands	Advertising, Marketing Services, and Other		Circulation		Total		Advertising, Marketing Services, and Other		Circulation		Total
Beginning balance	$	51,686	$	134,321	$	186,007	$	67,543	$	151,280	$	218,823
Cash receipts	132,167		512,262		644,429		141,146		595,078		736,224
Revenue recognized	(130,545)		(515,272)		(645,817)		(144,172)		(596,887)		(741,059)
Ending balance	$	53,308	$	131,311	$	184,619	$	64,517	$	149,471	$	213,988

NOTE 3 — Leases

We lease certain real estate, vehicles, and equipment. Our leases have remaining lease terms of 1one to 15fifteen years, some of which may include options to extend the leases, and some of which may include options to terminate the leases. The exercise of lease renewal options is at our sole discretion. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise.

As of June 30, ~~2020,~~2021, our ~~Condensed~~condensed consolidated balance sheets ~~include $296.1~~included $278.4 million of operating lease right-to-use assets, ~~$44.7~~$43.3 million of short-term operating lease liabilities included in Other current liabilities, and ~~$282.9~~$262.4 million of long-term operating lease liabilities.

The components of lease expense ~~were~~are as follows:


	Three months ended June 30,				Six months ended June 30,					Three months ended June 30,				Six months ended June 30,
In thousands	2020		2019		2020		2019		In thousands	2021		2020		2021		2020
Operating lease cost ^(a)	$	24,437	$	7,864	$	48,321	$	15,969	Operating lease cost (a)	$	19,978	$	21,872	$	40,649	$	41,505
Short-term lease cost ^(b)	1,345		866		4,487		1,632		Short-term lease cost (b)	423		1,345		565		4,487
Variable lease cost									Variable lease cost	2,637		2,565		5,721		6,816
Net lease cost	$	25,782	$	8,730	$	52,808	$	17,601	Net lease cost	$	23,038	$	25,782	$	46,935	$	52,808

^(a)Includes ~~variable lease costs of $2.6 million and $0.2 million, respectively, and~~ sublease income of ~~$0.9~~$1.8 million and ~~$0.6~~$0.9 million ~~respectively,~~ for the three months ended June 30, 2021 and 2020, respectively, and ~~2019 and variable lease costs of $6.8~~$3.0 million and ~~$0.8 million, respectively, and sublease income of~~ $2.0 million ~~and $1.2 million, respectively,~~ for the six months endedJune 30, 2021 and 2020, ~~and 2019.~~respectively.

^(b)Excluding expenses relating to leases with a lease term of one month or less.

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Future minimum lease payments under non-cancellable leases ~~as of June 30, 2020~~ are as follows:


In thousands	Year ended December 31, ^(a)			In thousands	Year ended December 31, (a)
2020 (excluding the six months ended June 30, 2020)	$	38,209
2021	81,131
2021 (excluding the six months ended June 30, 2021)				2021 (excluding the six months ended June 30, 2021)	$	34,897
2022	72,967			2022	79,073
2023	60,508			2023	66,118
2024	53,594			2024	58,535
2025				2025	49,499
Thereafter	236,727			Thereafter	206,312
Total future minimum lease payments	543,136			Total future minimum lease payments	494,434
Less: Imputed interest	(215,575		)	Less: Imputed interest	(188,726)
Total	$	327,561		Total	$	305,708

^(a)Operating lease payments exclude ~~$3.1~~$13.8 million of legally binding minimum lease payments for leases signed but not yet commenced.

~~Other~~Supplemental information related to leases ~~were~~is as follows:


	Six months ended June 30,
In thousands, except lease term and discount rate	2021			2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	43,076		$	38,989
Right-of-use assets obtained in exchange for operating lease obligations	15,289			14,610
Loss on sale and leaseback transactions, net	2,014			0

	As of June 30,
	2021			2020
Weighted-average remaining lease term (in years)	7.5			7.9
Weighted-average discount rate	12.82		%	12.78		%

Six months ended June 30,
In thousands, except lease term and discount rate 2020
2019
Supplemental information
Cash paid for amounts included in the measurement of operating lease liabilities $ 38,989
$ 12,200
Right-of-use assets obtained in exchange for operating lease obligations 14,610
14,983

As of June 30,
2020 2019
Weighted-average remaining lease term (in years) 7.9
8.8
Weighted-average discount rate 12.78 % 10.58 %

NOTE 4 — Accounts receivable, net

The Company performs its evaluation of the collectability of trade receivables based on customer category. For example, trade receivables from individual subscribers to our publications are evaluated separately from trade receivables related to advertising customers. For advertising trade receivables, the Company applies a "black motor formula" methodology as the baseline to calculate the allowance for doubtful accounts. The reserve percentage is calculated as a ratio of total net bad debts (less write-offs ~~less~~and recoveries) for the prior three-year period to total outstanding trade accounts receivable for the same three-year period. The calculated reserve percentage by customer category is applied to the consolidated gross advertising receivable balance, irrespective of aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature of the underlying trade receivables. Due to the short-term nature of our circulation receivables, the Company reserves all receivables aged over 90 days.

The following table presents changes in the allowance for doubtful accounts for the six months ended June 30, 2021 and 2020:


	Six months ended June 30,
In thousands	2021		2020
Beginning balance	$	20,843	$	19,923
Current period provision	681		17,345
Write-offs charged against the allowance	(5,943)		(12,019)
Recoveries of amounts previously written-off	2,296		1,467

Foreign currency	78		(156)
Ending balance	$	17,955	$	26,560

In thousands
Beginning balance $ 19,923
     Current period provision 17,345
     Write-offs charged against the allowance (12,019 )
     Recoveries of amounts previously written-off 1,467
     Foreign currency (156 )
Ending balance $ 26,560

~~Each category~~The calculation of the allowance considers current economic, industry and ~~customer specific~~customer-specific conditions relative to their respective operating environments in the incremental allowances recorded related to high-risk accounts, bankruptcies,

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receivables in repayment plan and other aging specific reserves. As a result of this analysis, the Company adjusts specific reserves and the amount of allowable credit as appropriate. The collectability of trade receivables related to advertising, marketing services and other customers depends on a variety of factors, including trends in the local and general economic conditions that affect our customers' ability to pay. The advertisers in our newspapers and other publications and related websites are primarily retail businesses that can be significantly affected by regional or national economic downturns and other developments that may impact our ability to collect on the related receivables. Similarly, while circulation revenues related to individual subscribers are primarily prepaid, changes in economic conditions may also affect our ability to collect on amounts owed from single copy circulation customers.

~~As of~~For the three and six months ended June 30, ~~2020,~~2021, the Company ~~estimated future credit losses for trade receivables of $7.7~~recorded $2.9 million ~~due to the potential impacts of the COVID-19 pandemic. This adjustment to the reserve was based on the analysis of higher risk accounts, which include receivables with significant changes~~and $0.7 million in payment timing and aged balances. While the Company continues to realize collectability on the majority of its trade receivables, the amounts and timing have been impacted as a result of the pandemic. The Company will continue to monitor the impact of the COVID-19 pandemic and the related impact on its receivables.

bad debt expense, respectively. For the three and six months ended June 30, 2020, the Company recorded $12.2 million and $17.3 million in bad debt expense, respectively. Bad debt expense is included in Selling, general and administrative expenses on the ~~Condensed~~condensed consolidated statements of operations and comprehensive income (loss). For the three ~~and six~~ months ended June 30, ~~2019,~~2021, the Company recorded ~~$1.9 million and $4.0 million~~an increase in bad debt expense ~~included~~due to an increase in Selling, general and administrative expenses on the Condensed consolidated statements of operations and comprehensive income (loss). We did not record any one-time adjustments as a result of adopting the new guidance on credit losses.

~~NOTE 5 — Acquisitions~~

~~2019 Acquisitions~~

The Company acquired substantially all the assets, properties, and business of Legacy Gannett on November 19, 2019. The acquisition, which included the USA TODAY NETWORK (made up of USA TODAY and 109 local media organizations in 34 states in the U.S. and Guam, including digital sites and affiliates), ReachLocal, a marketing solutions company, and Newsquest (a wholly owned subsidiary of Legacy Gannett operating in the U.K. with more than 140 local media brands), was completed for an aggregate purchase price of $1.3 billion. The acquisition was financed from the Apollo term loan facility as described in Note 8 — Debtrevenues and the issuance of common stock to Legacy Gannett stockholders. The rationale for the acquisition was primarily the attractive nature of the various publications, businesses, and digital platforms as well as the estimated cash flows and cost-saving and revenue-generating opportunities.

The following table summarizes the final fair values of the assets and liabilities for the Legacy Gannett acquisition as of June 30, 2020. The final fair values are prior to the Company's annual impairment assessment; refer to Note 6 — Goodwill & Intangible Assets.

In thousands
Estimated fair value as previously reported ^(a)
Measurement period adjustments ^(b)
Final fair value as adjusted
Cash and restricted cash acquired $ 149,452
$ —
$ 149,452
Current assets 383,965
—
383,965
Other assets 97,459
—
97,459
Property, plant and equipment 536,511
—
536,511
Operating lease assets 200,550
—
200,550
Developed technology 47,770
(11,670 ) 36,100
Advertiser relationships 272,740
(16,580 ) 256,160
Subscriber relationships 104,490
6,100
110,590
Other customer relationships 63,820
3,540
67,360
Trade names 16,470
(630 ) 15,840
Mastheads 97,340
8,420
105,760
Goodwill 644,766
13,018
657,784
Total assets 2,615,333
2,198
2,617,531
Current liabilities 513,752
95
513,847
Long-term liabilities 787,019
2,103
789,122
Total liabilities 1,300,771
2,198
1,302,969
Net assets $ 1,314,562
$ —
$ 1,314,562

^(a)~~As previously reported~~related increase in ~~the Company's Annual Report on Form 10-K for the year ended December 31, 2019.~~

^(b)~~The Company recorded measurement period adjustments during~~accounts receivable. For the six months ended June 30, 2020. The measurement period adjustments were primarily related to obtaining new facts and circumstances that existed as of the acquisition date that impact the financial projections and carrying values used to value acquired assets and liabilities, including the finalization of certain contracts with customers that impacted the value of intangible assets recorded. The increase to Long-term liabilities was primarily the result of $5.8 million in multi-employer pension liabilities offset by a decrease of $4.0 million in deferred tax liabilities. All measurement period adjustments were offset against Goodwill.

~~Outside of the Legacy Gannett acquisition,~~2021, the Company also acquired substantially all the assets, properties and business of certain publications and businesses in 2019, which included 11 daily newspapers, 11 weekly publications, 9 shoppers, a remnant advertising agency, 5 events production businesses, and a business community and networking platform forrecorded an aggregate purchase price of $53.4 million including working capital. Additional consideration is earned based on the achievement of EBITDA targets outlined in the asset purchase agreement for specified acquisitions. As of June 30, 2020, $7.0 million of the consideration is payableoverall reduction to ~~the former stockholders and is included in~~ ~~Other current liabilities~~ ~~in the Condensed consolidated balance sheets. The acquisitions were financed from cash on hand. The rationale for the acquisitions was~~

primarily the attractive nature, as applicable, of the various publications, businesses, and digital platforms as well as the estimated cash flows and cost-saving and revenue-generating opportunities available.

~~The following table summarizes the final fair values of the assets and liabilities for the aforementioned acquisitions.~~

in thousands
Estimated fair value as previously reported ^(a)
Measurement period adjustments ^(b)
Final fair value as adjusted
Cash acquired $ 323
$ —
$ 323
Current assets 9,320
(112 ) 9,208
Other assets 950
—
950
Property, plant and equipment 20,492
730
21,222
Non-compete agreements 280
—
280
Advertiser relationships 2,357
279
2,636
Subscriber relationships 1,457
—
1,457
Other customer relationships 1,323
2,942
4,265
Software 140
2,130
2,270
Trade names 299
2,105
2,404
Mastheads 2,896
—
2,896
Goodwill 20,850
(1,248 ) 19,602
Total assets 60,687
6,826
67,513
Current liabilities assumed 11,961
—
11,961
Long-term liabilities assumed 463
50
513
Total liabilities 12,424
50
12,474
Minority interest $ 1,651
$ —
$ 1,651
Net assets $ 46,612
$ 6,776
$ 53,388

^(a)~~As previously reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.~~

^(b)~~During~~bad debt expense compared to the six months ended June 30, 2020, due to a reduction in required reserves. The reduction in required reserves for the ~~Company recognized~~six months ended June 30, 2021 was due to a ~~contingent liability~~lower volume of ~~$7.0 million for earnout payments not made~~accounts receivable due to seasonality, higher recoveries, and ~~finalized~~lower write-offs compared to the ~~allocation of purchase price to certain customer relationships, software, and trade name intangible assets acquired.~~corresponding prior year period.

~~Pro forma information:~~ The following table sets forth unaudited pro forma results of operations assuming the Legacy Gannett acquisition, along with transactions necessary to finance the acquisition, occurred at the beginning of 2019:

Three months ended Six months ended
In thousands; unaudited June 30, 2019 June 30, 2019
Total revenues $ 1,063,689
$ 2,113,678
Net income (loss) 88
(52,081 )
Earnings (loss) per share - diluted $ 0.00
$ (0.42 )

This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we operated the businesses from the beginning of the periods presented. The pro forma adjustments reflect depreciation expense and amortization of intangibles related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, the elimination of acquisition-related costs, and the related tax effects of the adjustments.

NOTE 65 — Goodwill ~~& Intangible Assets~~and intangible assets

Goodwill and intangible assets consisted of the following:


	June 30, 2021						December 31, 2020
In thousands	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Finite-lived intangible assets:
Advertiser relationships	$	458,584	$	134,297	$	324,287	$	460,331	$	112,468	$	347,863
Other customer relationships	102,914		29,587		73,327		102,925		23,682		79,243
Subscriber relationships	255,443		85,825		169,618		255,702		71,271		184,431
Other intangible assets	68,687		36,390		32,297		68,687		26,982		41,705
Sub-total	$	885,628	$	286,099	$	599,529	$	887,645	$	234,403	$	653,242
Indefinite-lived intangible assets:
Mastheads					171,282						171,408
Total intangible assets					$	770,811					$	824,650

Goodwill					$	534,218					$	534,088

in thousands June 30, 2020
Gross carrying amount
Accumulated
amortization

Net carrying
amount
Amortized intangible assets^(a):

Advertiser relationships $ 496,285
$ 100,061
$ 396,224
Other customer relationships 112,740
21,329
91,411
Subscriber relationships 265,491
60,059
205,432
Other intangible assets 70,317
19,076
51,241
Total $ 944,833
$ 200,525
$ 744,308
Non-amortized intangible assets:

Goodwill $ 559,623

Mastheads^(a)
176,217

Total $ 735,840

December 31, 2019
Gross carrying amount Accumulated
amortization
Net carrying
amount
Amortized intangible assets:
Advertiser relationships $ 534,161
$ 75,363
$ 458,798
Other customer relationships 109,674
14,303
95,371
Subscriber relationships 259,391
44,878
214,513
Other intangible assets 76,552
11,229
65,323
Total $ 979,778
$ 145,773
$ 834,005
Non-amortized intangible assets:
Goodwill $ 914,331

Mastheads $ 178,559

Total $ 1,092,890

^(a) ~~Includes measurement period adjustments for the Legacy Gannett and other 2019 acquisitions. Refer to Note 5 — Acquisitions.~~

~~The balances and changes in the carrying amount of goodwill by segment are as follows:~~

in thousands

Publishing^(a)
Marketing Solutions Consolidated
Gross balance at December 31, 2019 $ 800,606
$ 201,646
$ 1,002,252
Accumulated impairments (84,272 ) (3,649 ) (87,921 )
Net balance at December 31, 2019 $ 716,334
$ 197,997
$ 914,331

Activity during the six months ended June 30, 2019:
Goodwill impairment (321,851 ) (40,499 ) (362,350 )
Measurement period adjustments 70,558
(58,788 ) 11,770
Foreign currency exchange rate changes (4,128 ) —
(4,128 )
Total $ (255,421 ) $ (99,287 ) $ (354,708 )

Gross balance at June 30, 2020 $ 866,052
$ 142,858
$ 1,008,910
Accumulated impairments (405,139 ) (44,148 ) (449,287 )
Net balance at June 30, 2020 $ 460,913
$ 98,710
$ 559,623

^(a)~~The Publishing segment includes the Domestic Publishing and Newsquest reporting units.~~

Consistent with the Company’s past practice, the Company performed its annual goodwill and indefinite-lived intangible ~~(masthead)~~ impairment assessment in the second quarter of ~~2020~~2021 with the assistance of third-party valuation specialists. Within the impairment analyses performed, the Company considered the current and expected future economic and market conditions and the impact on the fair value of each of the reporting units. The ~~primary factors impacting the decrease in fair value include the current and expected impact of the COVID-19 pandemic on the Company’s operations. The~~ most significant assumptions utilized in the determination of the estimated fair values include revenue and ~~EBITDA~~cash flow projections, discount rates and long-term growth rates. The long-term growth rates are dependent on overall market growth rates, the competitive environment, inflation and relative currency exchange rates and could be adversely impacted by a sustained decrease in any of these measures, all of which the Company considered in determining the long-term growth rates used in the analysis, which ranged from negative 0.5% to 3%positive 3.0%. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. The discount rate may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets. The Company considered these factors in determining the discount rates used in the analysis, which ranged from ~~10.0%~~11.0% to ~~15.5%~~15.0%.

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For goodwill, the Company determined the fair value of each reporting unit using a combination of a discounted cash flow analysis and a market-based approach. During the second quarter of 2021, the Company compared the fair value of each reporting unit to its carrying amount, which resulted in the fair value of all the reporting groups being in excess of their carrying values.

For mastheads, the Company applied a “relief from royalty” approach, a discounted cash flow model, reflecting current assumptions, to fair value of the indefinite-lived intangible assets. WeDuring the second quarter of 2021, the Company compared the fair value of each indefinite-lived intangible asset to its carrying amount, ~~and accordingly,~~which resulted in the fair value of each indefinite-lived intangible asset being in excess of its carrying value.

In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under ASC 360, which would require interim impairment testing. As of June 30, 2021, the Company performed a review of potential impairment indicators and it was determined that no indicators of impairment were present.

During the second quarter of 2020, the Company recorded goodwill impairment charges of $256.5 million, $65.4 million and $40.5 million in our Domestic Publishing, Newsquest and Marketing Solutions reporting units, respectively, and recorded indefinite-lived impairments of $4.0 million in both our Domestic Publishing and Newsquest reporting ~~units.~~

~~The~~units, as a result of the annual impairment assessment. During the second quarter of 2020, the Company considered the impact of the COVID-19 pandemic on the Company’s operations to be an indicator of impairment under ASC ~~360. The~~360, and as such, the Company ~~performed a recoverability test for the long-lived~~recorded an intangible asset ~~groups, reflecting current assumptions, to determine whether an~~ impairment loss should be measured. The undiscounted cash flows used in the recoverability test for the Newsquest long-lived asset group were less than the long-lived asset group carrying amount. The Company calculated the fair value of ~~the long-lived asset group and recorded a~~ $23.0 million ~~impairment~~related to advertiser and other customer ~~relationships intangible assets. The discount rate and long-term growth rate assumptions were consistent with the Goodwill assumptions discussed above. Refer Note 7~~relationships.

NOTE 6 — Integration and reorganization costs and asset impairments ~~of property, plant and equipment, for further details on the impairment of property, plant and equipment.~~

~~For goodwill, the Company primarily utilized a discounted cash flow method to calculate the fair value of each reporting unit.~~ ~~Market-based metrics were reviewed to evaluate the reasonableness of the Company’s calculation. The Company~~ compared the fair value of each reporting unit to its carrying amount, which resulted in the carrying value of all the reporting groups being in excess of the fair value. As a result, we recorded goodwill impairment charges in the second quarter of $256.5 million, $65.4 million and $40.5 million in our Domestic Publishing, Newsquest and Marketing Solutions reporting units, respectively.

The severity and length of the COVID-19 pandemic, the duration and extent of the mitigation measures and governmental actions designed to combat the pandemic, as well as the changes in customer behavior as a result of the pandemic, all of which are highly uncertain and difficult to predict at the current time, could negatively impact the Company’s future assessment of its results of operations and the underlying assumptions utilized in the determination of the estimated fair values of the reporting units and related mastheads.

The newspaper industry and the Company have experienced declining same-store revenue and profitability over the past several years. Should general economic, market or business conditions continue to decline and have a negative impact on estimates of future cash flow and market transaction multiples, the Company may be required to record additional impairment charges in the future.

~~NOTE 7 — Integration and reorganization costs and impairments of property, plant and equipment~~

Over the past several years, the Company has engaged in a series of individual restructuring programs, designed primarily to right-size the Company’s employee base, consolidate facilities and improve operations, including those of recently acquired entities. These initiatives impact all the Company’s operations and can be influenced by the terms of union contracts. ~~All costs~~Costs related to these programs, which primarily include severance expense, are accrued when probable and reasonably estimable or at the time of ~~the~~ program announcement.

Severance-related expenses

~~Severance-related expenses:~~

We recorded severance-related expenses by segment as follows:


	Three months ended June 30,				Six months ended June 30,
In thousands	2021		2020		2021		2020
Publishing	$	1,405	$	19,142	$	8,184	$	31,418
Digital Marketing Solutions	(24)		2,753		(81)		4,137
Corporate and other	(252)		3,847		123		11,966
Total	$	1,129	$	25,742	$	8,226	$	47,521

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 2020 2019
Publishing $ 19,142
$ 2,676
$ 31,418
$ 4,656
Marketing Solutions 2,753
180
4,137
736
Corporate and Other 3,847
24
11,966
901
Total $ 25,742
$ 2,880
$ 47,521
$ 6,293

A rollforward of the accrued severance and related costs included in Accounts payable and accrued expenses on the ~~Condensed~~condensed consolidated balance sheets for the six months ended June 30, ~~2020 are~~2021 is as follows:


In thousands	Severance and Related Costs
Beginning balance	$	30,943
Restructuring provision included in integration and reorganization costs	8,226
Cash payments	(25,527)
Ending balance	$	13,642

In thousands
Beginning balance $ 30,785
Restructuring provision included in integration and reorganization costs 47,521
Cash payments (47,641 )
Ending balance $ 30,665

The restructuring reserve balance is expected to be paid out over the next twelve months.

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Facility consolidation and other restructuring-related ~~expenses:~~ expenses

We recorded facility consolidation charges and other restructuring-related costs by segment as follows:


	Three months ended June 30,				Six months ended June 30,
In thousands	2021		2020		2021		2020
Publishing	$	(1,602)	$	1,477	$	(1,055)	$	2,509
Digital Marketing Solutions	228		209		451		214
Corporate and other	8,689		4,878		14,226		10,316
Total	$	7,315	$	6,564	$	13,622	$	13,039

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 2020 2019
Publishing $ 1,477
$ 1,398
$ 2,509
$ 1,803
Marketing Solutions 209
—
214
—
Corporate and Other 4,878
—
10,316
1,981
Total $ 6,564
$ 1,398
$ 13,039
$ 3,784

Asset impairments

~~Impairment of property, plant and equipment and accelerated depreciation:~~

As part of ongoing cost efficiency programs, during the six months ended June 30, 2021 the Company ~~has ceased a number~~recorded Asset impairment charges of ~~print operations. In addition,~~$0.8 million at the Publishing segment related to various real estate sales. During both the three and six months ended June 30, 2020, the Company recorded $6.9 million of Asset impairment charges at the Publishing segment as a result of the Company's ~~annual goodwill and indefinite-lived intangible impairment analysis, the Company performed a~~ recoverability test for long-lived ~~assets groups. There were $6.9~~assets.

Accelerated depreciation

The Company incurred accelerated depreciation of $1.1 million ~~of property, plant~~ and ~~equipment impairment charges recorded~~$11.0 million for the three months ended June 30, 2021 and 2020, ~~by the Publishing segment as a result of this test~~respectively, and ~~$1.3~~$10.3 million ~~property, plant~~ and equipment impairment charges recorded for the same period in 2019 by the Corporate and other segment as a result of cost efficiency programs. For the six months ended June 30, 2020, there were $6.9 million property, plant and equipment impairment charges recorded by the Publishing segment. There were $2.5 million property, plant and equipment impairment charges recorded for the same period in 2019 by the Corporate and other segment.

We incurred $11.0 million accelerated depreciation for the three months ended June 30, 2020. $2.6 million of accelerated depreciation was incurred for the same period in 2019. For the three months ended June 30, 2020, accelerated depreciation expenses were related to the publishing segment and are included within depreciation expense. We incurred $35.8 million ~~of accelerated depreciation~~ for the six months ended June 30, ~~2020. $2.6 million~~2021 and 2020, respectively, related to the shortened useful life of ~~accelerated depreciation was incurred for~~assets due to the ~~same period in 2019. For the six months ended June 30, 2020, accelerated depreciation expenses were related to~~sale of property at the Publishing segment and ~~are~~ included within ~~depreciation expense.~~Depreciation and amortization expense on the condensed consolidated statements of operations and comprehensive income (loss).

NOTE 87 — Debt

~~Apollo~~Senior Secured 5-Year Term Loan

~~In November 2019, pursuant to the acquisition of Legacy Gannett,~~On February 9, 2021, the Company entered into a five-year, senior-secured term loan facility with ~~Apollo Capital Management, L.P. ("Apollo")~~the lenders from time to time party thereto and Citibank, N.A., as collateral agent and administrative agent for the lenders, in an aggregate principal amount of ~~approximately $1.8 billion.~~$1.045 billion (the "5-Year Term Loan"). The ~~term loan facility, which~~5-Year Term Loan matures on ~~November 19, 2024, generally~~February 9, 2026 and, at the Company's option, bears interest at the rate of ~~11.5%~~the London Interbank Offered Rate plus a margin equal to 7.00% per annum or an alternate base rate plus a margin equal to 6.00% per annum. ~~Origination~~Accordingly, we are required to dedicate a substantial portion of cash flow from operations to fund interest payments. Interest on the 5-Year Term Loan is payable at least every three months in arrears, beginning in May 2021.

The proceeds from the 5-Year Term Loan were used to repay the remaining principal balance and accrued interest of $1.043 billion and $13.3 million, respectively, (the "Payoff") on the Company's five-year, senior-secured 11.5% term loan facility with Apollo Capital Management, L.P. (the "Acquisition Term Loan") and to pay fees ~~totaled 6.5%~~and expenses incurred to obtain the 5-Year Term Loan.

There were certain lenders that participated in both the Acquisition Term Loan and the new 5-Year Term Loan and their balances in the Acquisition Term Loan were deemed to be modified. The Company will continue to defer, over the new term, the deferred financing fees and original issue discount from the Acquisition Term Loan of $1.5 million and $34.7 million, respectively, related to those lenders. Further, certain lenders in the Acquisition Term Loan did not participate in the new 5-Year Term Loan and their balances in the Acquisition Term Loan were deemed to be extinguished. As a result, the Company recognized a Loss on early extinguishment of debt of $17.2 million in the first quarter of 2021 as a result of the ~~total principal amount~~write-off of the remaining original issue discount and deferred financing ~~at closing. Pursuant~~fees related to those lenders. Third party fees of approximately $13.0 million were allocated to the ~~agreement, Apollo has~~new lenders in the ~~right~~5-Year Term Loan on a pro-rata basis, and $20.9 million of original issue discount were capitalized and will be amortized over the term of the 5-Year Term Loan using the effective interest method. Third party fees of $0.7 million and $10.9 million, which were allocated to ~~designate 2 individuals~~the lenders whose balances were deemed to ~~attend Board~~be modified, were expensed and recorded in Other operating expenses in the condensed consolidated statements of ~~Directors meetings as non-fiduciary~~operations and ~~non-voting observers~~comprehensive income (loss) for the three and six months ended June 30, 2021, respectively.

~~participants. In addition,~~The 5-Year Term Loan will amortize in equal quarterly installments at a rate of 10% per annum (or, if the ~~total gross leverage~~ ratio ~~exceeds certain thresholds, Apollo has~~of Total Indebtedness secured on an equal priority basis with the ~~right~~5-Year Term Loan (net of Unrestricted Cash) to ~~appoint up to 2 voting directors. Upon the occurrence and during the continuance~~Consolidated EBITDA

Table of ~~an Event of Default (as~~Contents

(as such terms are defined in the ~~term loan facility)~~5-Year Term Loan) is equal to or less than a specified ratio, 5% per annum) (the "Quarterly Amortization Installment"), beginning September 30, 2021. In addition, we will be required to repay the ~~interest rate increases by 2.0%.~~

5-Year Term Loan from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 5-Year Term Loan and (iii) the aggregate amount of cash and cash equivalents on hand in excess of $100 million at the end of each fiscal year. The ~~term loan facility contains customary covenants and events of default, including~~5-Year Term Loan is subject to a ~~covenant that the Company~~requirement to have ~~at least $20 million of~~minimum unrestricted cash onof $30 million as of the last day of each fiscal quarter. As of June 30, 2021, the Company is in compliance with all of the covenants and obligations under the 5-Year Term Loan.

As of June 30, 2021, the Company had $990.5 million in aggregate principal outstanding under the 5-Year Term Loan, $13.2 million of unamortized deferred financing costs, and $47.7 million of unamortized original issue discount and an effective interest rate of 9.5%. During the three months ended June 30, 2021, the Company recorded and paid $20.1 million for interest expense related to the 5-Year Term Loan. During the six months ended June 30, 2021, the Company recorded $31.3 million and $13.4 million of interest expense and paid $20.2 million and $13.4 million of interest for the 5-Year Term Loan and Acquisition Term Loan, respectively. Additionally, during the three and six months ended June 30, 2021, the Company had $2.8 million and $22.2 million, respectively, related to Loss on early extinguishment of debt, which related to the write-off of original issue discount and deferred financing fees as a result of early prepayments on the 5-Year Term Loan and Acquisition Term Loan. Included in the Loss on early extinguishment of debt for the six months ended June 30, 2021, was $17.2 million related to the write-off of the remaining original issue discount and deferred financing fees from the Acquisition Term Loan and approximately $2.2 million related to the write-off of original issue discount and deferred financing fees as a result of early prepayments on the Acquisition Term Loan prior to the Payoff. For the three and six months ended June 30, 2021, the Company recorded $1.0 million and $1.5 million, respectively, of amortization of deferred financing costs, and $3.4 million and $5.3 million, respectively, of amortization of original issue discount, for the 5-Year Term Loan. For the three and six months ended June 30, 2020, the Company recorded $0.3 million and $0.5 million, respectively, of amortization of deferred financing costs, and $5.6 million and $11.3 million, respectively, of amortization of original issue discount for the Acquisition Term Loan.

Under the 5-Year Term Loan, the Company is contractually obligated to make prepayments with the proceeds from asset sales and may elect to make optional payments with excess free cash flow from operations. For the three and six months ended June 30, 2021, we made prepayments totaling $45.8 million and $54.5 million, respectively, which were classified as financing activities in the condensed consolidated statements of cash flows. These amounts are inclusive of both mandatory and optional prepayments.

Senior Secured Convertible Notes due 2027

On November 17, 2020, the Company entered into an Exchange Agreement with certain of the lenders (the "Exchanging Lenders") under the Acquisition Term Loan pursuant to which the Company and the Exchanging Lenders agreed to exchange $497.1 million in aggregate principal amount of the Company’s newly issued 2027 Notes for the retirement of an equal amount of term loans under the Acquisition Term Loan (the "Exchange"). The ~~term loan facility~~2027 Notes were issued pursuant to an Indenture (the "Indenture") dated as of November 17, 2020, between the Company and U.S. Bank National Association, as trustee. The Indenture, as supplemented by the Second Supplemental Indenture, includes affirmative and negative covenants that are substantially consistent with the 5-Year Term Loan, as well as customary events of default.

In connection with the Exchange, the Company entered into an Investor Agreement with the holders of the 2027 Notes (the "Holders") establishing certain terms and conditions concerning the rights and restrictions on the Holders with respect to the Holders' ownership of the 2027 Notes.

Interest on the 2027 Notes is ~~required to~~payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be ~~prepaid with (i)~~converted at any ~~unrestricted~~time by the holders into cash, ~~in excess~~shares of ~~$40 million~~the Company’s common stock, par value $0.01 per share (“Common Stock”) or any combination of cash and Common Stock, at the ~~end~~Company's election. The initial conversion rate is 200 shares of ~~fiscal year 2020 and fiscal year 2021, (ii) 50%~~Common Stock per $1,000 principal amount of ~~excess cash flow~~the 2027 Notes, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price").

The conversion rate is subject to customary adjustment provisions as provided in the Indenture. In addition, the conversion rate will be subject to adjustment in the event of any issuance or sale of Common Stock (or securities convertible into Common Stock) at a price equal to or less than the Conversion Price in order to ensure that following such issuance or sale, the 2027 Notes would be convertible into approximately 42% of the Common Stock after giving effect to such issuance or sale assuming the initial principal amount of the 2027 Notes remains outstanding.

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Indenture) occurs, the Company will be required to offer to repurchase the 2027 Notes at a repurchase price of 110% of the ~~end~~principal amount thereof.

Holders of ~~each fiscal quarter (beginning with~~ the ~~third quarter~~2027 Notes will have the right to put up to approximately $100 million of ~~2020), subject~~the 2027 Notes at par on or after the date that is 91 days after the maturity date of the 5-Year Term Loan.

Under the Indenture, the Company can only pay cash dividends up to ~~a step-up to 90% of excess cash flow for each period in fiscal year 2021 or later if~~an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such terms are defined in the term loan facility) is greater than or equal to 1.00 to 1.00, and (iii) 100% of the net proceeds of any non-ordinary course asset sales. The term loan facility prohibits the payment of cash dividends prior to the thirtieth day of the second quarter of 2020, and thereafter permits payment of cash dividends up to an agreed-upon amount, provided that the ratio of consolidated debt to EBITDA (as such terms are defined therein)Indenture) does not exceed a specified ~~threshold.~~ratio. In addition, the Indenture provides that, at any time that the Company’s Total Gross Leverage Ratio (as defined in the Indenture) exceeds 1.5 and the Company approves the declaration of a dividend, the Company must offer to purchase a principal amount of 2027 Notes equal to the proposed amount of the dividend.

Until the four-year anniversary of the issuance date, the Company will have the right to redeem for cash up to approximately $99.4 million of the 2027 Notes at a redemption price of 130% of the principal amount thereof, with such amount reduced ratably by any principal amount of 2027 Notes that has been converted by the holders or redeemed or purchased by the Company.

The 2027 Notes are guaranteed by Gannett Holdings LLC and any subsidiaries of the Company (collectively, the "Guarantors") that guarantee the 5-Year Term Loan. The Notes are secured by the same collateral securing the 5-Year Term Loan. The 2027 Notes rank as senior secured debt of the Company and are secured by a second priority lien on the same collateral package securing the indebtedness incurred in connection with the 5-Year Term Loan.

Upon issuance, the $497.1 million principal value of the 2027 Notes was separated into two components: (i) a debt component and (ii) a derivative component. At that time, we determined that the conversion option was not clearly and closely related to the economic characteristics of the 2027 Notes, nor did the conversion option meet the scope exception related to contracts in an entity’s own equity as we did not have the ability to control whether the settlement of the conversion feature, if settled in full, would be in cash or shares due to the approval requirement to issue those shares. As a result, we concluded that the embedded conversion option must be separated from the debt liability, separately valued, and accounted for as a derivative liability. The initial value allocated to the derivative liability was $115.3 million, with a corresponding reduction in the carrying value of the 2027 Notes. The derivative liability was reported within Convertible debt in the condensed consolidated balance sheets at December 31, 2020 and was marked to fair value through earnings.

The $389.1 million debt liability component of the 2027 Notes was initially measured at fair value using the present value of its cash flows at a discount rate of 10.7% and is reported as Convertible debt in the condensed consolidated balance sheets. The debt liability component of the 2027 Notes is classified as Level 2 because it is measured at fair value using commonly accepted valuation methodologies and indirectly observable, market-based risk measurements and historical data, and a review of prices and terms available for similar debt instruments that do not contain a conversion feature.

At the Special Meeting of stockholders of the Company, held on February 26, 2021 (the "Special Meeting"), our stockholders approved the issuance of the maximum number of shares of Common Stock issuable upon conversion of the 2027 Notes. As a result, the conversion option can be share-settled in full. The Company concluded that as of February 26, 2021, the conversion option qualified for equity classification and the bifurcated derivative liability no longer needed to be accounted for as a separate derivative on a prospective basis from the date of reassessment. As of February 26, 2021, the fair value of the conversion option of $316.2 million was reclassified to Equity as Additional paid-in capital. Any remaining debt discount that arose at the date of debt issuance from the original bifurcation will continue to be amortized through interest expense. As of June 30, 2021, the deferred tax asset related to the embedded conversion feature of the 2027 Notes was reclassified to Equity as a reduction to Additional paid-in-capital and reduced the carrying amount of the equity component of the 2027 Notes to $283.7 million.

As of February 26, 2021, the date of reassessment, and December 31, 2020, the ~~Company is in compliance with all~~estimated fair value of the ~~covenants~~derivative liability for the embedded conversion feature was $316.2 million and ~~obligations under~~$189.6 million, respectively. At December 31, 2020, the ~~term loan facility.~~derivative liability was reported within Convertible debt in the condensed consolidated balance sheets. The derivative liability was classified as Level 3 because it is measured at fair value on a recurring basis using a binomial lattice model using assumptions based on market information and historical data, and significant unobservable inputs. The increase in the fair value of the derivative liability of $126.6 million at the date of reassessment and reclassification to Equity was due to the increase in our stock price, partially offset by the increase in the discount rate, and was recorded in Non-Operating Other (income) expense, net in the condensed consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2021. The loss due to the revaluation of the derivative is not deductible for tax purposes. The assumptions used to determine the fair value as of February 26, 2021 and December 31, 2020 were:

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~~In connection with the Apollo term loan facility, the Company incurred approximately $4.9~~


	February 26, 2021			December 31, 2020
Annual volatility	70.0		%	70.0		%
Discount rate	12.2		%	9.3		%
Stock price	$	4.95		$	3.36

Total debt issuance costs of $2.3 million ~~of fees and expenses and $116.6 million of lender fees which were capitalized and~~ will be amortized over the ~~term~~7-year contractual life of the ~~term loan facility using the effective interest method.~~

2027 Notes. The ~~Company used the proceeds~~total unamortized discount of the term loan facility to (i) partially fund the acquisition of Legacy Gannett, (ii) repay, prepay, repurchase, redeem, or otherwise discharge in full each of the existing financing facilities (as defined in the agreement and discussed in part below), and (iii) pay fees and expenses incurred to obtain the term loan facility. The Company is permitted to prepay the principal of the term loan facility, in whole or in part, at par plus accrued and unpaid interest, without any prepayment premium or penalty. The term loan facility is guaranteed by the material wholly-owned subsidiaries of the Company, and all obligations of the Company and its subsidiary guarantors are or will be secured by first priority liens on certain material real property, equity interests, land, buildings, and fixtures. The term loan facility contains customary representations and warranties, affirmative covenants, and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, dividends and other distributions, capital expenditures, and events of default.

As$103.4 million as of June 30, ~~2020,~~2021 will be amortized over the ~~Company had $1.7 billion in aggregate principal outstanding under~~remaining contractual life of the ~~term loan facility, $4.4 million of deferred financing costs, and $99.4 million of capitalized lender fees. During~~2027 Notes. For the three and six months ended June 30, ~~2020,~~2021, interest expense on the ~~Company recorded $50.6~~2027 Notes totaled $7.4 million and ~~$101.4~~$14.9 million, ~~in interest expense, respectively, $5.9~~respectively. Amortization of the discount was $2.8 million and ~~$11.8 million in amortization of deferred financing costs, respectively, and $0.4 million and $1.2~~$5.1 million for ~~loss on early extinguishment of debt, respectively. During~~ the three and six months ended June 30, ~~2020,~~2021, respectively. Amortization of debt issuance costs were immaterial for the ~~Company paid $124.7 million in interest.~~three and six months ended June 30, 2021. The effective interest rate ~~is 12.9%.~~

~~Convertible debt~~

On April 9, 2018, Legacy Gannett completed an offering of 4.75% convertible senior notes, resulting in total aggregate principal of $201.3 million and net proceeds of approximately $195.3 million. Interest on the ~~notes is payable semi-annually in arrears. The notes mature on April 15, 2024 with our earliest redemption date being April 15, 2022. The stated conversion rate~~liability component of the ~~notes is 82.4572~~2027 Notes was 10.5% as of June 30, 2021. Additional information related to the liability component of the 2027 Notes includes the following:


In thousands	June 30, 2021		December 31, 2020
Net carrying value of liability component	$	393.7	$	388.4
Unamortized discount of liability component	$	103.4	$	108.7

For the six months ended June 30, 2021, no shares were issued upon conversion, exercise, or satisfaction of the required conditions. Refer to Note 10 — Supplemental equity information for details on the convertible debt's impact to diluted earnings per ~~$1,000 in principal or approximately $12.13 per share.~~

~~The Company's acquisition of Legacy Gannett constituted a Fundamental Change and Make-Whole Fundamental Change~~share under the terms of the indenture governing the notes. At the acquisition date, the Company delivered to noteholders a notice offering the right to surrender all or a portion of their notes for cash on December 31, 2019. On December 31, 2019, we completed the redemption of $198.0 million in aggregate principal in exchange for cash.if-converted method.

Senior Convertible Notes due 2024

The $3.3 million principal value of the remaining 4.75% convertible senior notes due 2024 (the "2024 Notes") outstanding is reported as convertible debt in the ~~Condensed~~condensed consolidated balance sheets. The effective interest rate on the ~~notes~~2024 Notes was 6.05% as of June 30, ~~2020.~~2021.

NOTE 98 — Pensions and other postretirement benefit plans

We, along with our subsidiaries, ~~have~~sponsor various defined benefit retirement plans, including plans established under collective bargaining agreements. Our retirement plans include the Gannett Retirement Plan ~~("GRP"~~(the "GR Plan"), the Newsquest and Romanes Pension Schemes in the U.K. ~~("U.K.~~(the "U.K. Pension Plans"), and other defined benefit and defined contribution plans. We also provide health care and life insurance benefits to certain retired employees who meet age and service requirements.

Retirement plan costs include the following components:


	Pension Benefits				Postretirement Benefits
	Three months ended June 30,				Three months ended June 30,
In thousands	2021		2020		2021		2020
Operating expenses:
Service cost - benefits earned during the period	$	469	$	704	$	13	$	19
Non-operating expenses:
Interest cost on benefit obligation	17,106		20,416		401		593
Expected return on plan assets	(41,408)		(38,551)		0		0

Amortization of actuarial loss (gain)	42		(27)		(47)		16


Total non-operating (benefit) expenses	$	(24,260)	$	(18,162)	$	354	$	609
Total expense (benefit) for retirement plans	$	(23,791)	$	(17,458)	$	367	$	628

Three months ended June 30,
2020 2019
In thousands Pension OPEB Pension OPEB
Operating expenses:
Service cost - Benefits earned during the period $ 704
$ 19
$ 159
$ —
Non-operating expenses (Other income):
Interest cost on benefit obligation 20,416
593
736
22
Expected return on plan assets (38,551 ) —
(936 ) —
Amortization of actuarial loss (gain) (27 ) 16
(39 ) 9
Total non-operating expenses (benefit) $ (18,162 ) $ 609
$ (239 ) $ 31
Total expense (benefit) for retirement plans $ (17,458 ) $ 628
$ (80 ) $ 31

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	Six months ended June 30,											Pension Benefits				Postretirement Benefits
	2020					2019						Six months ended June 30,				Six months ended June 30,
In thousands	Pension			OPEB		Pension			OPEB		In thousands	2021		2020		2021		2020
Operating expenses:											Operating expenses:
Service cost - Benefits earned during the period	$	1,385		$	52	$	317		$	—
Service cost - benefits earned during the period											Service cost - benefits earned during the period	$	980	$	1,385	$	44	$	52
Non-operating expenses (Other income):											Non-operating expenses (Other income):
Interest cost on benefit obligation	41,133			1,160		1,473			45		Interest cost on benefit obligation	34,137		41,133		902		1,160
Expected return on plan assets	(78,367		)	—		(1,875		)	—		Expected return on plan assets	(82,838)		(78,367)		0		0

Amortization of actuarial loss (gain)	(54		)	29		(78		)	18		Amortization of actuarial loss (gain)	77		(54)		(62)		29
Total non-operating expenses (benefit)	$	(37,288	)	$	1,189	$	(480	)	$	63

Total non-operating (benefit) expenses											Total non-operating (benefit) expenses	$	(48,624)	$	(37,288)	$	840	$	1,189
Total expense (benefit) for retirement plans	$	(35,903	)	$	1,241	$	(163	)	$	63	Total expense (benefit) for retirement plans	$	(47,644)	$	(35,903)	$	884	$	1,241

During the six months ended June 30, ~~2020,~~2021, we contributed ~~$10.2~~$27.8 million and ~~$4.3~~$3.5 million to our pension and other postretirement plans, respectively. In response to the COVID-19 pandemic, our U.K. Pension Plans have negotiated deferral of $12 million in 2020 contributions to be paid in 2021 and our GRP in the U.S. has deferred our contractual contributions and negotiated a contribution payment plan of $5 million per quarter starting December 31, 2020 through the end of the September 30, 2022. Additionally,respectively, including $11 million in minimum required contributions for the GR Plan attributable to the 2019 plan year, as required by the Employee Retirement Income Security Act of 1974 ("ERISA"), ~~have been~~which were deferred until January 1,4, 2021. Additionally, in response to the COVID-19 pandemic, our GR Plan in the U.S. has deferred certain contractual contributions and negotiated a contribution payment plan of $5.0 million per quarter starting December 31, 2020 through the end of September 30, 2022.

NOTE 109 — Income taxes

The following table outlines our pre-tax net income (loss) and income tax amounts:


	Three months ended June 30,						Six months ended June 30,
In thousands	2021			2020			2021			2020
Income (loss) before income taxes	$	32,401		$	(472,107)		$	(119,409)		$	(543,734)
Provision (benefit) for income taxes	17,692			(34,276)			8,583			(25,297)
Effective tax rate	54.6		%	7.3		%	(7.2)		%	4.7		%

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 2020 2019
Pre-tax net income (loss) $ (472,107 ) $ 2,272
$ (543,734 ) $ (9,037 )
Benefit for income taxes (34,276 ) (343 ) (25,297 ) (2,297 )
Effective tax rate 7.3 % ***
4.7 % 25.4 %

*** Indicates a percentage that is not meaningful.

The ~~benefit~~provision for income taxes for the three months ended June 30, ~~2020~~2021 was ~~caused largely~~mainly driven by ~~the~~ pre-tax ~~net loss generated during the quarter. The benefit from~~ income ~~taxes was reduced due to non-deductible asset impairments, non-deductible officers' compensation,~~ and is impacted by the creation of a valuation ~~allowance against~~allowances on non-deductible interest expense carryforwards in combination with the U.K. enacted legislation to increase the statutory tax rate from 19% to 25%, effective April 1, 2023. While the U.K. corporate tax rate change does not impact 2021 or 2022 tax filings, the rate change impacts the tax effected value of the U.K. deferred tax ~~assets arising from non-deductible interest carryforwards. These non-deductible expenses resulted in an estimated annual effective tax rate lower than the statutory Federal rate of 21%.~~liabilities. The ~~benefit for income taxes for the three months ended June 30, 2020~~provision was calculated using the estimated annual effective tax rate of ~~6.8%~~49.6%. The estimated annual effective tax rate is based on a projected tax ~~benefit~~expense for the full year.

The ~~CARES Act~~tax provision for the six months ended June 30, 2021 was ~~enacted~~mainly driven by the pre-tax net loss generated during the first quarter of 2021. The tax provision is impacted by the derivative revaluation, which is nondeductible for tax purposes, partially offset by the creation of valuation allowances on ~~March 27, 2020. The Company will realize a~~non-deductible interest expense carryforwards as well as state income tax ~~benefit attributable~~and foreign tax expense.

As of June 30, 2021, we reclassified $32.5 million as tax effected in connection with the retirement of the deferred tax asset related to the ~~legislation which permits a refund~~embedded conversion feature associated with the Company’s 2027 Notes. The retirement of the deferred tax benefits from earlier years. The legislation also allows the Company to defer certain employer payroll tax payments in 2020 to the end of 2021 and 2022. Finally, the Company is evaluating and may pursue Employee Retention Tax Credits as provided under the CARES Act. The Company continually monitors guidanceasset resulted from the ~~U.S. Department~~reclassification of the ~~Treasury (the "Treasury") and~~embedded conversion feature from a derivative liability to Equity as a reduction to Additional paid-in-capital during the ~~Internal Revenue Service to determine whether~~first quarter of 2021. See Note 7 - Debt for additional ~~tax benefits are available from this legislation and similar stimulus efforts.~~information about the Company's 2027 Notes.

The Tax Cuts and Jobs Act of 2007 (“TCJA”) revised business interest expense limitations under I.R.C. Section 163(j) such that business interest deductions are not allowed in amounts exceeding prescribed percentages of EBITDA for tax years beginning before January 1, 2022. For tax years beginning after January 1, 2022, deductible interest cannot exceed prescribed percentages of EBIT. Unused business interest deductions are carried forward and recorded as deferred tax assets. The Company has evaluated the potential utilization of such carryforward deferred tax assets and determined full valuation allowances are appropriate as future utilization is uncertain.

The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately ~~$33.8~~$42.9 million as of June 30, ~~2020~~2021 and ~~$32.4~~$39.5 million as of December 31, ~~2019.~~2020. The amount of accrued interest and penalties payable related to unrecognized tax benefits was ~~$2.3~~$3.0 million as of June 30, ~~2020~~2021 and ~~$1.9~~$2.6 million as of December 31, ~~2019.~~2020.

It is reasonably possible that further adjustments to our unrecognized tax benefits may be made within the next twelve months due to audit settlements and regulatory interpretations of existing tax laws. At this time, an estimate of potential change to the amount of unrecognized tax benefits cannot be made.

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The benefit for income taxes for the three months ended June 30, 2020 was caused largely by the pre-tax net loss generated during the second quarter of 2020. The benefit from income taxes was reduced due to non-deductible asset impairments, non-deductible officers' compensation, and the creation of a valuation allowance against deferred tax assets arising from non-deductible interest carryforwards. These non-deductible expenses resulted in an estimated annual effective tax rate lower than the statutory federal rate of 21%. The benefit for income taxes for the three months ended June 30, 2020 was calculated using the estimated annual effective tax rate of 6.8%. The estimated annual effective tax rate is based on a projected tax benefit for the year.

NOTE 1110 — Supplemental equity information

~~Earnings~~Income (loss) per share

The following table sets forth the ~~computation of~~information used to compute basic and diluted ~~earnings~~income (loss) per share:


	Three months ended June 30,				Six months ended June 30,
In thousands, except per share data	2021		2020		2021		2020
Net income (loss) attributable to Gannett	$	15,115	$	(436,893)	$	(127,201)	$	(517,045)
Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes	7,470		0		0		0
Net income (loss) attributable to Gannett for diluted earnings per share	$	22,585	$	(436,893)	$	(127,201)	$	(517,045)

Basic weighted average shares outstanding	134,744		131,471		134,411		130,999
Effect of dilutive securities:
Restricted stock grants	3,350		0		0		0
2027 Notes	99,419		0		0		0
Diluted weighted average shares outstanding	237,513		131,471		134,411		130,999

Income (loss) per share attributable to Gannett - basic	$	0.11	$	(3.32)	$	(0.95)	$	(3.95)
Income (loss) per share attributable to Gannett - diluted	$	0.10	$	(3.32)	$	(0.95)	$	(3.95)

in thousands, except share data Three months ended June 30, Six months ended June 30,
2020 2019 2020 2019
Net income (loss) attributable to Gannett $ (436,893 ) $ 2,815
$ (517,045 ) $ (6,291 )

Basic weighted average shares outstanding 131,471
60,031
130,999
59,998
Diluted weighted average shares outstanding 131,471
60,031
130,999
59,998

The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive:


	Three months ended June 30,		Six months ended June 30,
In thousands	2021	2020	2021	2020
Warrants	845	1,362	845	1,362
Stock options	6,068	6,068	6,068	6,068
Restricted stock grants (a)	46	8,510	10,577	8,510
2027 Notes (b)	0	0	99,419	0

Three months ended June 30, Six months ended June 30,
in thousands, except share data 2020 2019 2020 2019
Stock warrants 1,362
1,362
1,362
1,362
Stock options 6,068
2,905
6,068
2,905
Restricted stock grants 8,510
450
8,510
450
(a)Includes Restricted stock awards ("RSAs"), Restricted stock units ("RSUs") and Performance stock units ("PSUs").

(b)Represents the total number of shares that would be convertible at June 30, 2021 as stipulated in the Indenture.

~~Share repurchase program~~

~~On May 17, 2017,~~The 2027 Notes may be converted at any time by the ~~Board of Directors authorized the repurchase of up to $100.0 million~~holders into cash, shares of the ~~Company's common stock, par value $0.01 per share ("~~Company’s Common ~~Stock") over~~Stock or any combination of cash and Common Stock, at the ~~next twelve months ("Share Repurchase Program"). The Board~~Company’s election. Conversion of ~~Directors had authorized extensions~~all of the ~~Share Repurchase Program through May 19, 2020. The plan expired on May 19, 2020 with no extension or replacement plan~~2027 Notes into Common Stock (assuming the maximum increase in ~~place. NaN shares were repurchased under~~ the ~~program during the six months ended June 30, 2020.~~

~~Manager stock options~~

Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 652,311 remaining options granted to the Company's manager, FIG LLC (the "Manager") in 2014 were equitably adjusted during the six months ended June 30, 2019 from $12.95 to $11.46conversion rate as a result of ~~return~~a Make-Whole Fundamental Change but no other adjustments to the conversion rate), would result in the issuance of ~~capital distributions. Also, these options were equitably adjusted during~~an aggregate of 294.2 million shares of Common Stock. The Company has excluded approximately 194.8 million shares from the ~~six months ended~~loss per share calculation, representing the difference between the total number of shares that would be convertible at June 30, ~~2020 from $11.46 to $9.94 as a result~~2021 and the total number of ~~return of capital distributions.~~shares issuable assuming the maximum increase in the conversion rate.

Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 700,000 options granted to the Manager in 2015 were equitably adjusted during the six months ended June 30, 2019 from $18.94 to $17.45 as a result of return of capital distributions. Also, these options were equitably adjusted during the six months ended June 30, 2020 from $17.45 to $15.93 as a result of return of capital distributions.

Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 862,500 options granted to the Manager in 2016 were equitably adjusted during the six months ended June 30, 2019 from $13.24 to $11.75 as a result of return of capital distributions. Also, these options were equitably adjusted during the six months ended June 30, 2020 from $11.75 to $10.23 as a result of return of capital distributions.

Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 690,000 options granted to the Manager in 2018 were equitably adjusted during the six months ended June 30, 2019 from $16.45 to $14.96 as a result of return of capital distributions. Also, these options were equitably adjusted during the six months ended June 30, 2020 from $14.96 to $13.44 as a result of return of capital distributions.

~~The following table includes additional information regarding the Manager stock options:~~

in thousands, except share data Number of Options Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2019 6,068
$ 1.78
$ 14.70
8.2 $ —
Granted —
$ —
$ —

Outstanding at June 30, 2020 6,068
$ 1.78
$ 13.97
7.7 $ —

Exercisable at June 30, 2020 3,551
$ 1.78
$ 12.94
6.5 $ —

~~Stock~~Share-based compensation

The Company recognized compensation cost for share-based payments of $5.8 million and $9.2 million for the three and six months ended June 30, 2021, respectively, and $7.4 million and $19.0 million for the three and six months ended June 30, 2020, ~~respectively, and $0.7 million and $1.8 million for the three and six months ended June 30, 2019,~~ respectively.

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The total compensation cost not yet recognized related to non-vested awards as of June 30, ~~2020~~2021 was ~~$25.6~~$34.8 million, which is expected to be recognized over a ~~weighted average~~weighted-average period of ~~2.1~~2.3 years through ~~July 2022.~~September 2023.

Restricted stock ~~grants (“RSGs”)~~awards

~~The following table outlines restricted stock unit ("RSU") and performance stock unit ("PSU") award activity specific to Legacy Gannett for~~During the six months ended June 30, ~~2020:~~

Six months ended June 30,
2020
in thousands, except per share data
Number
of
RSUs & PSUs
Weighted-
Average
Grant Date
Fair Value
Unvested at beginning of period 7,368
$ 6.28
Granted 282
0.90
Vested (3,012 ) 6.28
Forfeited (371 ) 2.31
Unvested at end of period 4,267
$ 6.27

~~Restricted stock award activity was as follows:~~

Six months ended June 30,
2020 2019
in thousands, except per share data
Number
of RSGs

Weighted-
Average
Grant Date
Fair Value

Number
of RSGs
Weighted-
Average
Grant Date
Fair Value
Unvested at beginning of period 317
$ 14.61
384
$ 16.11
Granted 5,248
3.91
298
13.65
Vested (1,041 ) 6.19
(162 ) 15.90
Forfeited (283 ) 2.21
(70 ) 15.27
Unvested at end of period 4,241
$ 4.26
450
$ 14.69

As2021, a total of 4.1 million RSAs were granted. RSAs generally vest in equal annual installments over a three-year period subject to the participants' continued employment with the Company. The weighted average grant date fair value of RSAs granted during the six months ended June 30, ~~2020, the consolidated aggregate intrinsic value of unvested RSGs~~2021 was ~~$11.7 million.~~$5.28.

Rights Agreement

On April 6, 2020, the Company's ~~Board~~board of ~~Directors~~directors (the "Board") adopted a stockholder rights plan in the form of a Section 382 Rights Agreement ("Rights Agreement") to preserve and protect the Company's income tax net operating loss carryforwards ("NOLs") and other tax assets. The Rights Agreement was approved by the Company's stockholders on June 7, 2021 at the 2021 annual meeting of stockholders. As of December 31, ~~2019,~~2020, the Company had approximately ~~$435~~$543.5 million of NOLs available which could be used in certain ~~circumstance~~circumstances to offset future federal taxable income.

Under the Rights Agreement, the Board declared a non-taxable dividend of 1 preferred share purchase right for each outstanding share of Common Stock. The rights will be exercisable only if a person or group acquires 4.99% or more of Gannett’s Common Stock. Gannett’s existing ~~shareholders~~stockholders that beneficially own in excess of 4.99% of the Common Stock are "grandfathered in" at their current ownership level and the rights then become exercisable if any of those ~~shareholders~~stockholders acquire an additional 0.5% or more of Common Stock of the Company. If the rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase Gannett Common Stock at a ~~50 percent~~50% discount or Gannett may exchange each right held by such holders for 1 share of Common Stock. Rights held by the person or group triggering the rights will become void and will not be exercisable. The Board ~~of Directors~~ has the discretion to exempt any person or group from the provisions of the Rights Agreement.

The rights issued under the Rights Agreement will expire on the day following the certification of the voting results for Gannett’s 2021 annual meeting of shareholders, unless Gannett’s shareholders ratify the Rights Agreement at or prior to such meeting, in which case the Rights Agreement will continue in effect until April 5, 2023. The Board ~~of Directors also~~ has the ability to terminate the plan if it determines that doing so would be in the best interest of Gannett’s stockholders. The rights may also expire at an earlier date if certain events occur, as described more fully in the Rights Agreement filed by the Company with the Securities and Exchange Commission.

Preferred stock

The ~~Apollo term loan facility was amended April 6, 2020, to allow for~~Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the ~~Rights Agreement.~~

Board, of which 150,000 shares have been designated as Series A Junior Participating Preferred Stock, none of which are outstanding. There were no0 issuances of preferred stock during the ~~three~~six months ended June 30, ~~2020.~~2021.

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Accumulated other comprehensive ~~loss~~income (loss)

The following tables summarize the components of, and the changes in, Accumulated other comprehensive ~~loss (net~~income (loss), net of ~~tax)~~tax for the six months ended June 30, ~~2020~~2021 and ~~2019:~~2020:


	Six months ended June 30, 2021						Six months ended June 30, 2020
In thousands	Pension and Postretirement Plans		Foreign Currency Translation		Total		Pension and Postretirement Plans		Foreign Currency Translation		Total
Beginning balance	$	40,441	$	9,732	$	50,173	$	936	$	7,266	$	8,202
Other comprehensive income (loss) before reclassifications	(958)		4,787		3,829		(4,961)		(16,585)		(21,546)
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)	11		0		11		(18)		0		(18)
Net current period other comprehensive income (loss), net of taxes	(947)		4,787		3,840		(4,979)		(16,585)		(21,564)
Ending balance	$	39,494	$	14,519	$	54,013	$	(4,043)	$	(9,319)	$	(13,362)

Six months ended June 30, 2020
In thousands Retirement Plans Foreign Currency Translation

Total
Beginning balance $ 936
$ 7,266
$ 8,202
Other comprehensive income (loss) before reclassifications (4,961 ) (16,585 ) (21,546 )
Amounts reclassified from accumulated other comprehensive loss⁽¹⁾
(18 ) —
(18 )
Net current period other comprehensive income (loss), net of taxes (4,979 ) (16,585 ) (21,564 )
Ending balance $ (4,043 ) $ (9,319 ) $ (13,362 )


⁽¹⁾(a)	This accumulated ~~other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 9 — Pensions and other postretirement benefit plans~~

Six months ended June 30, 2019
In thousands Retirement Plans Foreign Currency Translation Total
Beginning balance $ (6,881 ) $ —
$ (6,881 )
Other comprehensive income (loss) before reclassifications —
3
3
Amounts reclassified from accumulated other comprehensive loss⁽¹⁾
(60 ) —
(60 )
Net current period other comprehensive income (loss), net of taxes (60 ) 3
(57 )
Ending balance $ (6,941 ) $ 3
$ (6,938 )


⁽¹⁾	~~This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 9 — Pensions and other postretirement benefit plans~~

~~Accumulated~~ other comprehensive ~~loss components are~~income (loss) component is included in ~~computing~~the computation of net periodic ~~postretirement costs as outlined in NOTE 9~~benefit cost. See Note 8 — Pensions and other postretirement benefit plans. ~~Reclassifications out of~~

(b)Amounts reclassified from accumulated other comprehensive loss ~~related to these postretirement plans include the following:~~

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 2020 2019
Amortization of prior service credit, net $ —
$ —
$ —
$ —
Amortization of actuarial gain (11 ) (30 ) (25 ) (60 )
Total reclassifications, before tax (11 ) (30 ) (25 ) (60 )
Income tax effect 3
—
7
—
Total reclassifications, net of tax $ (8 ) $ (30 ) $ (18 ) $ (60 )

~~Dividends~~

~~The Company did 0t pay dividends during the six months ended June 30, 2020~~are recorded net of tax impacts of $4 thousand and ~~paid dividends of $46.1 million~~$7 thousand for the six months ended June 30, ~~2019.~~

~~On April 1,~~2021 and 2020, the Company announced that in light of the unprecedented economic disruption and uncertainty caused by the COVID-19 pandemic, the Board of Directors had determined that it is in the best interests of shareholders for the Company to preserve liquidity by suspending the Company’s quarterly dividend.

respectively.

NOTE 1211 — Fair value measurement

~~We measure and record certain assets and liabilities at fair value. A~~In accordance with ASC 820, "Fair Value Measurement," fair value ~~measurement is determined~~measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions ~~that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions~~(unobservable inputs). Level 1 refers to fair values determined based on ~~(i) observable inputs such as~~ quoted prices in active markets ~~(Level 1), (ii)~~for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs ~~other than quoted active markets that are observable either directly or indirectly (Level 2),~~ and ~~(iii)~~Level 3 includes fair values estimated using significant unobservable ~~inputs that require use of our own estimates and assumptions through present value and other valuation techniques in determination of fair value (Level 3).~~inputs.

As of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, assets and liabilities recorded at fair value and measured on a recurring basis primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient to determine the fair value of certain investments. These investments measured at ~~net asset value~~NAV have not been classified in the fair value hierarchy.

The ~~term loan facility~~5-Year Term Loan is recorded at carrying value, which approximates fair value in the ~~Condensed~~condensed consolidated balance sheets and is classified as Level 3.

~~We also have certain assets requiring~~2. Refer to additional discussion regarding fair value ~~measurement~~of the 2027 Notes in Note 7 — Debt.

Certain assets are measured at fair value on a ~~non-recurring basis. Our assets~~nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Assets held for sale (Level 3) are measured on a ~~non-recurring~~nonrecurring basis and are ~~assets held for sale, which are classified as Level 3 assets and~~ evaluated using executed purchase agreements, letters of intent or third-party valuation analyses when certain circumstances arise. Assets held for sale totaled ~~$21.6~~$13.1 million as of June 30, ~~2020~~2021 and ~~$25.5~~$14.7 million as of December 31, ~~2019.~~

2020. The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the second quarter of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Refer to Note 5 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment.

NOTE 1312 — Commitments, contingencies and other matters

Legal Proceedings

The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business, including but not limited to ~~with respect to~~matters such ~~matters~~ as libel, invasion of privacy, intellectual property infringement, wrongful termination actions, complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental, and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material adverse effect on the Company’s consolidated results of operations or financial position.

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Equity purchase arrangements that are exercisable by the counterparty to the agreement and that are outside the sole control of the Company are accounted for in accordance with ASC 480-10-S99-3A and are classified as Redeemable noncontrolling interests in the Condensed consolidated balance sheets.

Environmental ~~contingency:~~contingency

We assumed responsibility for certain alleged environmental contingencies in connection with our acquisition of ~~Legacy Gannett. More specifically,~~Gannett Co., Inc. (which was renamed Gannett Media Corp. and is referred to as "Legacy Gannett") in the fourth quarter of 2019. Those environmental contingencies include a March 2011 claim by the U.S. Environmental Protection Agency (the "EPA") against The Advertiser Company ("Advertiser"), a subsidiary that publishes the Montgomery Advertiser~~, was notified by the U.S. Environmental Protection Agency ("EPA") that it had been~~. The EPA identified Advertiser as a potentially responsible party ("PRP") for the investigation and potential remediation of groundwater contamination in downtown Montgomery, Alabama. The Advertiser isbecame a member of the Downtown Environmental Alliance (the "Alliance"), which has agreed to jointly fund and conduct all required investigation and remediation. In 2016, the Advertiser and other members of the ~~Downtown Environmental~~ Alliance reached a settlement with the EPA regarding the costs the EPA spent to investigate the site. The EPA ~~has~~ transferred responsibility for oversight of the site to the Alabama Department of Environmental Management, which ~~has~~ approved ~~the work plan for the additional~~a site investigation by the Alliance and subsequently determined that a monitoring-only remedy was appropriate. While long-term soil vapor and groundwater monitoring continues, at this time, we do not believe it is ~~currently underway. The Advertiser's final costs cannot be determined until the investigation is complete,~~reasonably likely that this matter will become a ~~determination is made on whether any remediation is necessary, and contributions from other PRPs are finalized.~~material liability.

Other ~~litigation:~~litigation

We are defendants in judicial and administrative proceedings involving matters incidental to our business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material adverse effect on the Company’s business, financial position or consolidated results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company’s financial results.

Other

Redeemable noncontrolling interests

NOTE 1413 — Segment reporting

We define our reportable segments based on the way the Chief Operating Decision Maker ("CODM"), which ~~for the second quarter of 2020 comprised the~~is our Chief Executive Officer, ~~and the former Chief Executive Officer of our operating subsidiary,~~ manages the operations for purposes of allocating resources and assessing performance. Our reportable segments include the following:

•Publishing ~~which consists~~is comprised of our portfolio of local, regional, national, and international newspaper publishers. The results of this segment include Advertising and marketing services revenues from local, classified, and national advertising ~~revenues consisting of both~~across multiple platforms, including print, online, mobile, and ~~digital advertising, circulation~~tablet as well as niche publications, Circulation revenues from ~~the~~home delivery, digital distribution and single copy sales of our publications, ~~on our digital platforms, home delivery of our publications, single copy sales,~~ and ~~other~~Other revenues, mainly from commercial printing, distribution arrangements, revenues from our events business, digital content syndication and ~~distribution arrangements.~~affiliate revenues and third-party newsprint sales. The Publishing reportable segment is an aggregation of 2 operating segments: Domestic Publishing and ~~the~~ U.K. Publishing.

•Digital Marketing Solutions ~~which~~ is comprised of our digital marketing solutions ~~subsidiaries ReachLocal and UpCurve.~~subsidiary, ReachLocal. The results of this segment include ~~advertising~~Advertising and marketing services revenues through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions.

In addition to the above operating segments, we have a Corporate and other category that includes activities not directly attributable to a specific segment. This category primarily consists of broad corporate functions, ~~and includes~~including legal, human resources, accounting, finance and marketing as well as other general business costs.

In the ordinary course of business, our reportable segments enter into transactions with one another. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized by the segment that is the counterparty to the transaction are eliminated in consolidation and do not affect consolidated results.

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The CODM uses ~~adjusted~~Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett to evaluate the performance of the segments and allocate resources. Adjusted EBITDA, ~~is a~~Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett are non-GAAP financial performance ~~measure~~measures we believe ~~offers~~offer a useful view of the overall operation of our businesses and may be different than similarly-titled measures used by other companies. We define Adjusted EBITDA as ~~net~~Net income (loss) ~~from continuing operations~~ attributable to Gannett before (1) ~~income~~Income tax expense (benefit), (2) ~~interest~~Interest expense, (3) ~~gains~~Gains or losses on the early extinguishment of debt, (4) Non-operating pension income (expense), (5) Loss on Convertible notes derivative, (6) Other non-operating items, ~~primarily pension costs, (5) depreciation~~including equity income, (7) Depreciation and amortization, ~~(6) integration~~(8) Integration and reorganization costs, ~~(7) impairment of property, plant and equipment, (8) goodwill~~(9) Asset impairments, (10) Goodwill and intangible impairments, ~~(9) net loss (gain)~~(11) Gains or losses on the sale or disposal of assets, ~~(10) equity-based~~(12) Share-based compensation, ~~(11)~~(13) Other operating expenses, including third-party debt expenses and acquisition costs, (14) Gains or losses on the sale of investments and ~~(12)~~(15) certain other non-recurring charges. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues. We define Adjusted Net income (loss) attributable to Gannett before (1) Gains or losses on the early extinguishment of debt, (2) Loss on Convertible notes derivative, (3) Integration and reorganization costs, (4) Other operating expenses, including third-party debt expenses and acquisition costs, (5) Asset impairments, (6) Goodwill and intangibles impairments, (7) Gains or losses on the sale or disposal of assets, and (8) the tax impact of the above items.

Management considers ~~adjusted~~Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett to be the appropriate ~~metric~~metrics to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items which we do not believe are indicative of each segment's core operating performance.

The following tables present our segment information:

Three months ended June 30, 2020
In thousands Publishing Marketing Solutions Corporate and other Intersegment Eliminations Consolidated
Advertising and marketing services - external sales $ 266,398
$ 89,809
$ 711
$ —
$ 356,918
Advertising and marketing services - intersegment sales 25,854
—
—
(25,854 ) —
Circulation 342,645
—
1
—
342,646
Other 60,996
4,754
1,686
—
67,436
Total revenues $ 695,893
$ 94,563
$ 2,398
$ (25,854 ) $ 767,000

Adjusted EBITDA $ 91,991
$ 2,784
$ (16,757 ) $ —
$ 78,018

Three months ended June 30, 2019
In thousands Publishing Marketing Solutions Corporate and other Intersegment Eliminations Consolidated
Advertising and marketing services - external sales $ 180,890
$ 23,157
$ 650
$ —
$ 204,697
Advertising and marketing services - intersegment sales 18,288
—
—
(18,288 ) —
Circulation 150,827
—
23
—
150,850
Other 44,430
4,188
222
—
48,840
Total revenues $ 394,435
$ 27,345
$ 895
$ (18,288 ) $ 404,387

Adjusted EBITDA $ 55,493
$ (2,459 ) $ (5,739 ) $ —
$ 47,295

Six months ended June 30, 2020
In thousands Publishing Marketing Solutions Corporate and other Intersegment Eliminations Consolidated
Advertising and marketing services - external sales $ 636,277
$ 206,092
$ 1,560
$ —
$ 843,929
Advertising and marketing services - intersegment sales 59,611
—
—
(59,611 ) —
Circulation 717,365
—
4
—
717,369
Other 140,790
9,752
3,843
—
154,385
Total revenues $ 1,554,043
$ 215,844
$ 5,407
$ (59,611 ) $ 1,715,683

Adjusted EBITDA $ 203,014
$ 10,668
$ (36,598 ) $ —
$ 177,084

Six months ended June 30, 2019
In thousands Publishing Marketing Solutions Corporate and other Intersegment Eliminations Consolidated
Advertising and marketing services - external sales $ 352,708
$ 44,547
$ 987
$ —
$ 398,242
Advertising and marketing services - intersegment sales 35,328
—
—
(35,328 ) —
Circulation 302,991
—
24
—
303,015
Other 81,489
8,685
556
—
90,730
Total revenues $ 772,516
$ 53,232
$ 1,567
$ (35,328 ) $ 791,987

Adjusted EBITDA $ 97,188
$ (5,689 ) $ (11,354 ) $ —
$ 80,145

~~The following table presents our reconciliation of adjusted EBITDA to net income (loss):~~

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 2020 2019
Net income (loss) attributable to Gannett $ (436,893 ) $ 2,815
$ (517,045 ) $ (6,291 )
Benefit for income taxes (34,276 ) (343 ) (25,297 ) (2,297 )
Interest expense 57,928
10,212
115,827
20,346
Loss on early extinguishment of debt 369
—
1,174
—
Non-operating pension income (17,553 ) (208 ) (36,099 ) (417 )
Other non-operating income (6,261 ) (103 ) (4,616 ) (154 )
Depreciation and amortization 66,327
23,328
144,352
44,251
Integration and reorganization costs 32,306
4,278
60,560
10,077
Acquisition costs 2,379
2,364
8,348
3,137
Impairment of property, plant and equipment 6,859
1,262
6,859
2,469
Goodwill and intangible impairment 393,446
—
393,446
—
Loss on sale or disposal of assets 88
947
745
2,737
Equity-based compensation expense 7,391
707
18,968
1,843
Other items 5,908
2,036
9,862
4,444
Adjusted EBITDA (non-GAAP basis) $ 78,018
$ 47,295
$ 177,084
$ 80,145


	Three months ended June 30, 2021
In thousands	Publishing		Digital Marketing Solutions		Corporate and other		Intersegment Eliminations		Consolidated














Advertising and marketing services - external sales	$	309,469	$	110,037	$	604	$	—	$	420,110
Advertising and marketing services - intersegment sales	32,012		—		—		(32,012)		—


Circulation	310,258		0		1		—		310,259
Other	72,806		0		1,100		—		73,906
Total operating revenues	$	724,545	$	110,037	$	1,705	$	(32,012)	$	804,275

Adjusted EBITDA (non-GAAP basis)	$	114,189	$	12,529	$	(10,949)	$	—	$	115,769


	Three months ended June 30, 2020
In thousands	Publishing		Digital Marketing Solutions		Corporate and other		Intersegment Eliminations		Consolidated














Advertising and marketing services - external sales	$	266,398	$	89,809	$	711	$	—	$	356,918
Advertising and marketing services - intersegment sales	25,854		—		—		(25,854)		—


Circulation	342,645		—		1		—		342,646
Other	60,996		4,754		1,686		—		67,436
Total operating revenues	$	695,893	$	94,563	$	2,398	$	(25,854)	$	767,000

Adjusted EBITDA (non-GAAP basis)	$	91,991	$	2,784	$	(16,757)	$	—	$	78,018

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	Six months ended June 30, 2021
In thousands	Publishing		Digital Marketing Solutions		Corporate and other		Intersegment Eliminations		Consolidated














Advertising and marketing services - external sales	$	595,923	$	211,413	$	1,131	$	—	$	808,467
Advertising and marketing services - intersegment sales	59,868		—		—		(59,868)		—


Circulation	635,694		0		2		—		635,696
Other	132,645		905		3,646		—		137,196
Total operating revenues	$	1,424,130	$	212,318	$	4,779	$	(59,868)	$	1,581,359

Adjusted EBITDA (non-GAAP basis)	$	216,397	$	21,701	$	(21,864)	$	—	$	216,234


	Six months ended June 30, 2020
In thousands	Publishing		Digital Marketing Solutions		Corporate and other		Intersegment Eliminations		Consolidated














Advertising and marketing services - external sales	$	636,277	$	206,092	$	1,560	$	—	$	843,929
Advertising and marketing services - intersegment sales	59,611		—		—		(59,611)		—


Circulation	717,365		0		4		—		717,369
Other	140,790		9,752		3,843		—		154,385
Total operating revenues	$	1,554,043	$	215,844	$	5,407	$	(59,611)	$	1,715,683

Adjusted EBITDA (non-GAAP basis)	$	203,014	$	10,668	$	(36,598)	$	—	$	177,084

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The table below shows the reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA and Net income (loss) attributable to Gannett margin to Adjusted EBITDA margin:


	Three months ended June 30,						Six months ended June 30,
In thousands	2021			2020			2021			2020
Net income (loss) attributable to Gannett	$	15,115		$	(436,893)		$	(127,201)		$	(517,045)
Provision (benefit) for income taxes	17,692			(34,276)			8,583			(25,297)
Interest expense	35,264			57,928			74,767			115,827
Loss on early extinguishment of debt	2,834			369			22,235			1,174
Non-operating pension income	(23,906)			(17,553)			(47,784)			(36,099)
Loss on Convertible notes derivative	0			0			126,600			0
Other non-operating income, net	(1,148)			(6,261)			(3,023)			(4,616)
Depreciation and amortization	48,242			66,327			106,345			144,352
Integration and reorganization costs	8,444			32,306			21,848			60,560
Other operating expenses	774			2,379			11,350			8,348
Asset impairments	0			6,859			833			6,859
Goodwill and intangible impairments	0			393,446			0			393,446
Net loss on sale or disposal of assets	5,294			88			10,039			745
Share-based compensation expense	5,779			7,391			9,202			18,968
Other items	1,385			5,908			2,440			9,862
Adjusted EBITDA (non-GAAP basis)	$	115,769		$	78,018		$	216,234		$	177,084
Net income (loss) attributable to Gannett margin	1.9		%	(57.0)		%	(8.0)		%	(30.1)		%
Adjusted EBITDA margin (non-GAAP basis)	14.4		%	10.2		%	13.7		%	10.3		%

The table below shows the reconciliation of Net income (loss) attributable to Gannett to Adjusted Net income (loss) attributable to Gannett:


	Three months ended June 30,				Six months ended June 30,
In thousands	2021		2020		2021		2020
Net income (loss) attributable to Gannett	$	15,115	$	(436,893)	$	(127,201)	$	(517,045)
Loss on early extinguishment of debt	2,834		369		22,235		1,174
Loss on Convertible notes derivative	0		0		126,600		0
Integration and reorganization costs	8,444		32,306		21,848		60,560
Other operating expenses	774		2,379		11,350		8,348
Asset impairments	0		6,859		833		6,859
Goodwill and intangible impairments	0		393,446		0		393,446
Net loss on sale or disposal of assets	5,294		88		10,039		745
Subtotal	32,461		(1,446)		65,704		(45,913)
Tax impact of above items	(2,403)		(3,734)		(21,009)		(35,915)
Adjusted Net income (loss) attributable to Gannett (non-GAAP basis)	$	30,058	$	(5,180)	$	44,695	$	(81,828)

Asset information by segment is not a key measure of performance used by the CODM function. Accordingly, we have not disclosed asset information by segment. Additionally, equity income in unconsolidated investees, net, interest expense, other non-operating items, net, and benefit for income taxes, as reported in the ~~Condensed~~condensed consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level.

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NOTE 14 — Other supplemental information

~~NOTE 15 — Related party transactions~~

Cash and cash equivalents, including restricted cash

Cash equivalents represent highly liquid certificates of ~~June 30, 2020, the Manager,~~deposit which have original maturities of three months or less. Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters of credit and cash held in an ~~affiliate of Fortress Investment Group LLC ("Fortress"), and its affiliates owned approximately 4% of the Company’s outstanding stock and approximately 40% of the Company’s outstanding warrants.~~ irrevocable grantor trust for our deferred compensation plans.The ~~Manager or its affiliates hold 6,068,075 stock options of the Company’s stock as of June 30, 2020. During the three and six months ended June 30, 2020, 0 dividends were~~restrictions will lapse when benefits are paid to ~~Fortress~~plan participants and ~~its affiliates. During the three and six months ended June 30, 2019, Fortress and its affiliates were paid $0.2 million and $0.5 million in dividends, respectively.~~

The Company's Chief Executive Officer is an employee of Fortress (or one of its affiliates), and his salary is paid by Fortress (or one of its affiliates). The management fee paid is reduced by the compensation paid to the Chief Financial Officer.

~~Amended and Restated Management Agreement~~

On November 26, 2013, New Media entered into a management agreement (as amended and restated, "the Management Agreement") with the Manager, an affiliate of Fortress, pursuant to which the Manager managed the operations of New Media. New Media paid the Manager an annual management fee equal to 1.50% of the Company's Total Equity (as definedtheir beneficiaries as specified in the ~~Management Agreement), and the Manager was eligible to receive incentive compensation.~~plans.

On August 5, 2019, in connection with the execution of the Legacy Gannett acquisition agreement, the Company and the Manager entered into the Amended and Restated Management and Advisory Agreement (the “Amended Management Agreement”). Effective upon the consummation of the acquisition on November 19, 2019, the Amended Management Agreement replaced the Management Agreement. The Amended Management Agreement (i) establishes a termination date for the Manager’s services of December 31, 2021, in lieu of annual renewals of the term; (ii) reduces the “incentive fee” payable under the Amended Management Agreement from 25% to 17.5% for the remainder of the term; (iii) reduces by 50% the number of options that would otherwise be issuable in connection with the issuance of shares as consideration for the acquisition, and imposes a premium on the exercise price; (iv) eliminates the Manager’s right to receive options in connection with future equity raises by the Company; and (v) eliminates certain payments otherwise due at or after the end of the term of the prior management agreement.

In connection with entering into the Amended Management Agreement and the occurrence of the consummation of the acquisition, the Company issued to the Manager 4,205,607 shares of Company Common Stock and granted to the Manager options to acquire 3,163,264 shares of Company Common Stock. The Manager is restricted from selling the issued shares until the expiration of the Amended Management Agreement, or otherwise upon a change in control and certain other extraordinary events. The options have an exercise price of $15.50 and become exercisable upon the first trading day immediately following the first 20 consecutive trading day period in which the closing price of the Company Common Stock (on its principal U.S. national securities exchange) is at or above $20 per share (subject to adjustment). The options also become exercisable upon a change in control and certain other extraordinary events.

Upon expiration of the term of the Amended Management Agreement, the Manager will cease providing external management services to the Company, and the Manager will no longer be the employer of the person serving in the role of Chief Executive Officer of the consolidated company.

The following table ~~provides the management~~presents a reconciliation of cash, cash equivalents and ~~incentive fees recognized and paid to the Manager:~~restricted cash:

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 2020 2019
Management fee expense 4,674
2,456
8,433
4,912
Incentive fee expense —
1,413
—
1,413
Management fees paid 3,759
2,456
7,383
6,167
Incentive fees paid —
—
2,602
5,220
Reimbursement for expenses 658
577
1,325
1,226


	June 30,
In thousands	2021		2020
Cash and cash equivalents	$	158,563	$	158,603
Restricted cash included in other current assets	4,879		9,298
Restricted cash included in investments and other assets	22,702		21,266
Total cash, cash equivalents and restricted cash	$	186,144	$	189,167

Supplemental cash flow information

The ~~Company had an outstanding liability for all Management Agreement related fees~~following table presents supplemental cash flow information, including non-cash investing and financing activities:


	Six months ended June 30,
In thousands	2021		2020
Net cash refund for taxes	$	(8,703)	$	(1,720)
Cash paid for interest	49,902		125,311
Non-cash investing and financing activities:
Accrued capital expenditures	$	924	$	718

Accounts payable and accrued liabilities

A breakout of ~~$4.7 million~~Accounts payable and ~~$6.5 million at June 30, 2020 and December 31, 2019, respectively, included in~~ accrued ~~expenses.~~liabilities is presented below:


In thousands	June 30, 2021		December 31, 2020
Accounts payable	$	143,827	$	131,797
Compensation	88,123		115,061
Taxes (primarily property and sales taxes)	27,809		30,834
Benefits	22,392		22,821
Interest	13,564		3,676
Other	56,204		74,057
Accounts payable and accrued liabilities	$	351,919	$	378,246

~~Item~~ITEM 2. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations and quantitative and qualitative disclosures should be read in conjunction with our unaudited ~~Condensed~~condensed consolidated financial statements and related ~~notes.~~notesand with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission. Management's Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statementsthat reflect our plans, estimates, and beliefs, all of which are based on our current expectations and could be affected by ~~the~~certain uncertainties, risks, and other factors described under Cautionary Note Regarding Forward-Looking Statements and elsewhere throughout this

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Quarterly Report, as well as the factors described in our ~~2019~~ Annual Report on Form 10-K ~~this report,~~for the year ended December 31, 2020, and subsequent periodic reports filed with the Securities and Exchange Commission, particularly under "Risk Factors."Our actual results could differ materially from those discussed in the forward-looking statements.

~~Overview~~OVERVIEW

~~Gannett Co., Inc. ("Gannett", "we", "us", "our", or "the Company") is an innovative, digitally focused~~We are a subscription-led and digitally-focused media and marketing solutions company committed to ~~fostering~~empowering communities to thrive. We aim to be the ~~communities in~~premier source for clarity, connections and solutions within our ~~network~~communities. Our strategy is focused on driving audience growth and ~~helping them build relationships with their local businesses. Until November 19, 2019,~~engagement by delivering deeper content experiences to our ~~corporate name was New Media Investment Group Inc. ("New Media")~~consumers, while offering the products and ~~Gannett Co., Inc. was~~marketing expertise our advertisers desire. The execution of this strategy is expected to allow us to continue our evolution from a ~~separate publicly traded company. On November 19, 2019, New Media completed its acquisition of Gannett Co., Inc. (which was renamed Gannett Media Corp. and is referred~~more traditional print media business to herein as “Legacy Gannett”). In connection with the acquisition, New Media changed its name to Gannett Co., Inc. and assumed Legacy Gannett's ticker symbol "GCI" (having previously traded under "NEWM").a digitally-focused content platform.

~~As a result of the acquisition, historical results for fiscal years 2019 and prior are those of legacy New Media up to and through the date of the acquisition.~~

Our current portfolio of media assets includes USA TODAY, local media organizations in 46 states in the U.S. ~~and Guam,~~, and Newsquest, a ~~wholly owned~~wholly-owned subsidiary operating in the United Kingdom ("U.K.") with more than ~~140~~120 local media brands. ~~Gannett~~We also ~~owns~~own the digital marketing services companies ReachLocal, Inc. ("ReachLocal"), UpCurve, Inc. ("UpCurve"), and WordStream, Inc. ("WordStream") which are marketed under the LOCALiQ brand, and ~~runs~~run the largest media-owned events business in the U.S., ~~GateHouse Live.~~USA TODAY NETWORK Ventures.

Through USA TODAY, our local property network, and Newsquest, ~~Gannett delivers~~we deliver high-quality, trusted content where and when consumers want to engage with it on virtually any device or platform. Additionally, ~~the Company has~~we have strong relationships with hundreds of thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and digital marketing solutions product suite. ~~The Company reports~~

Business Trends

We have considered several industry trends when assessing our business strategy:

•Print advertising continues to decline as the audience increasingly moves to digital platforms. We look to optimize our print operations to efficiently manage for this declining print audience. We are focused on converting the growing digital audience into digital-only subscribers to our publications.

•Small and medium-sized businesses ("SMBs") are facing an increasingly complex marketing environment and need to create digital presence to capture audience online. We offer a broad suite of DMS products that offer a single, unified solution to meet their digital marketing needs.

•Consumers are looking for experience-based, emotional connections and communities. USA TODAY NETWORK Ventures was designed to celebrate local communities and create opportunities for meaningful in-person and virtual experiences.

•Digital consumer engagement has declined in ~~two operating segments, Publishing and Marketing Solutions. We also have a corporate and other category that includes activities not directly attributable~~comparison to ~~a specific segment. A full description of our segments is included in Note 14 — Segment reporting~~such engagement at the height of the ~~notes~~COVID-19 pandemic in the second quarter of 2020, as consumers have been able to return to their pre-pandemic routines and have fewer immediate safety concerns. In addition, the ~~Condensed consolidated financial statements.~~overall news cycle, specifically political coverage, has also slowed, driving less consumer engagement to our sites.

•Newsprint availability is constrained due to manufacturing facility closures and conversions to specialty paper and packaging grades. Further, transportation issues are challenging supplier deliveries.

Certain matters affecting ~~current and future operating results~~comparability

The following items affect period-over-period comparisons from ~~2019~~2020 and will continue to affect period-over-period comparisons for future results:

~~Acquisitions~~Reclassifications

Certain amounts in the prior period condensed consolidated financial statements have been reclassified to conform to the current year presentation. In ~~November 2019,~~the fourth quarter of 2020, we ~~acquired substantially all~~re-aligned the breakout of the ~~assets, properties,~~Publishing segment's Circulation revenues related to Digital-only circulation. As a result of this updated presentation, Print circulation revenues increased and ~~business~~Digital-only circulation revenues decreased $3.6 million and $7.5 million for the three and six months ended June 30, 2020, respectively. There was no impact on reported total Publishing segment or consolidated Circulation revenues.

Table of ~~Legacy Gannett for an aggregate purchase price~~Contents

2027 Notes

At the Special Meeting of ~~$1.3 billion. The acquisition was funded by a new term loan facility with an aggregate principal balance of $1.8 billion and available cash on hand.~~

During 2019 prior to the acquisition of Legacy Gannett, we acquired substantially all the assets, properties, and business of certain publications and businesses, including 11 daily newspapers, 11 weekly publications, nine shoppers, a remnant advertising agency, five events production businesses, and a business community and networking platform for an aggregate purchase price of $53.4 million, including estimated working capital. As part of onestockholders of the ~~2019 acquisitions,~~Company held on February 26, 2021 (the "Special Meeting"), our stockholders approved the ~~Company also acquired~~issuance of the maximum number of shares of Common Stock issuable upon conversion of the 6.0% Senior Secured Convertible Notes due 2027 (the "2027 Notes"). As a ~~58%~~result, the conversion option can be share-settled in full and qualified for equity ~~interest~~classification. Upon reclassification, the conversion feature was adjusted to fair value as of the stockholder approval date and the increase in the ~~acquiree, and~~fair value resulted in a non-cash loss of $126.6 million due primarily to an increase in our stock price from December 31, 2020. The non-cash loss was recorded in Non-operating expense in the ~~minority equity owners retained a 42% interest, which has been classified as a redeemable non-controlling interest on the Condensed~~condensed consolidated statements of operations and comprehensive income (loss)~~. These acquisitions were financed from available cash on hand.~~

~~Integration and reorganization costs~~

In the three months ended June 30, 2020, the Company incurred integration and reorganization costs of $32.3 million. Of the total charges incurred, $25.7 million were related to severance activities while $6.6 million were related to other costs, including those for ~~the purpose of consolidating operations. In~~ the six months ended June 30, ~~2020,~~2021. As of June 30, 2021, the ~~Company~~deferred tax asset related to the embedded conversion feature of the 2027 Notes was reclassified to Equity as a reduction to Additional paid-in-capital and reduced the carrying amount of the equity component of the 2027 Notes to $283.7 million.

Integration and reorganization costs

For the three and six months ended June 30, 2021, we incurred ~~integration~~Integration and reorganization costs of ~~$60.6 million. Of the total charges incurred, $47.5~~$8.4 million ~~were~~and $21.8 million, respectively, including $1.1 million and $8.2 million, respectively, related to severance activities ~~while $13.0~~and $7.3 million ~~were~~and $13.6 million, respectively, related to other costs, including those for the purpose of consolidating operations.

InFor the three ~~months ended June 30, 2019, the Company incurred integration~~ and reorganization costs of $4.3 million. Of the total charges incurred, $2.9 million were related to severance activities while $1.4 million were related to other costs, including those for the purpose of consolidating operations. In the six months ended June 30, ~~2019,~~2021, we ceased operations of two and ten printing operations, respectively, as part of the ~~Company~~synergy and ongoing cost reduction programs. As a result, we recognized accelerated depreciation of $1.1 million and $10.3 million during the three and six months ended June 30, 2021, respectively.

For the three and six months ended June 30, 2020, we incurred ~~integration~~Integration and reorganization costs of ~~$10.1 million. Of the total charges incurred, $6.3~~$32.3 million ~~were~~and $60.6 million, respectively, including $25.7 million and $47.5 million, respectively, related to severance activities ~~while $3.8~~and $6.6 million ~~were~~and $13.0 million, respectively, related to other costs, including those for the purpose of consolidating operations.

~~Facility consolidation and impairment of property, plant and equipment~~

In the three months ended June 30, 2020, the Company ceased operations of 10 printing facilities as part of the synergy and ongoing cost reduction programs. As a result, the Company recognized accelerated depreciation of $11.0 million during the three months ended June 30, 2020. There were no impairment charges recognized relating to retired equipment during the three months ended June 30, 2020. In the six months ended June 30, 2020, the Company ceased operations of 24 printing facilities as part of the synergy and ongoing cost reduction programs. As a result, the Company recognized accelerated depreciation of $35.8 million during the six months ended June 30, 2020. There were no impairment charges recognized relating to retired equipment during the six months ended June 30, 2020.

~~There were $6.9 million of property, plant and equipment impairment charges recorded for~~For the three and six months ended June 30, 2020, ~~by the Publishing segment as a result of the Company's recoverability test for long-lived asset groups performed as of June 30, 2020.~~

~~In the three months ended June 30, 2019, the Company~~we ceased operations of ~~three print publications~~ten and ~~eight~~24 printing operations, respectively, as part of the ongoing cost reduction programs. As a result, ~~the Company~~we recognized ~~impairment charges relating to retired equipment~~accelerated depreciation of ~~$1.3~~$11.0 million ~~during the three months ended June 30, 2019. In the six months ended June 30, 2019, the Company ceased operations of three print publications~~ and ~~nine printing operations as part of the ongoing cost reduction programs. As a result, the Company recognized impairment charges relating to retired equipment of $2.5~~$35.8 million during ~~the six months ended June 30, 2019.~~

In the three months ended June 30, 2019, there were $1.3 million property, plant and equipment impairment charges recorded by the Corporate and other segment as a result of cost efficiency programs. For the six months ended June 30, 2019, there were $2.5 million property, plant and equipment impairment charges recorded by the Corporate and other segment.

~~Goodwill and intangible impairment~~

In the three and six months ended June 30, 2020, ~~the Company incurred a goodwill~~respectively.

Goodwill and intangible impairment

During the second quarter of ~~$393.4 million primarily due~~2021, we (i) compared the fair value of each reporting unit to its carrying amount, which resulted in the ~~current~~fair value of all the reporting groups being in excess of their carrying values and ~~expected impact~~(ii) compared the fair value of each indefinite-lived asset to its carrying amount, which resulted in the ~~COVID-19 pandemic on the Company’s operations.~~

~~There was no goodwill and intangible impairment recognized~~fair value of each indefinite-lived asset being in excess of its carrying value. As such, for the three and six months ended June 30, ~~2019.~~2021, we did not incur any goodwill and intangible impairments in connection with our annual impairment analysis.

For the three and six months ended June 30, 2020, we incurred goodwill and intangible impairments of $393.4 million, primarily due to the impact of the COVID-19 pandemic on our operations.

Foreign currency

~~The Company's~~Our U.K. publishing operations are conducted through ~~its~~our Newsquest subsidiary. In addition, ~~the Company's~~our ReachLocal subsidiary has foreign operations in regions such as Canada, ~~Australia /~~ Australia/New Zealand and India. Earnings from operations in foreign regions are translated into U.S. dollars at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation fluctuations impact revenue, expense, and operating income results for international operations.

~~Newsprint supply~~

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~~Newsprint expense~~Outlook for 2021

Strategy

Our areas of strategic focus for 2021 include:

Accelerating digital subscriber growth

The broad reach of our newsroom network, linking leading national journalism at USA TODAY, our ~~publishing segment~~local property network in 46 states in the U.S., and Newsquest in the U.K. with more than 120 local media brands, gives us the ability to deepen our relationships with consumers at both the national and local levels. We bring consumers local news and information that impacts their day-to-day lives while keeping them informed of the national events that impact their country. We believe this local content is not readily obtainable elsewhere, and we are able to deliver that content to our customers across multiple print and digital platforms. As such, a key element of our consumer strategy is growing our paid digital-only subscriber base to 10 million subscribers over the next five years. We expect to do this through expansion of our current subscription products as well as through the launch of new digital subscription offerings tailored to specific users.

Driving digital marketing services growth by engaging more clients in a subscriber relationship

We are now of significant digital scale, with unique reach at both the national and local community levels. We expect to leverage our integrated sales structure and lead generation strategy to continue to aggressively expand our digital marketing services business into our local markets, both domestically and internationally. Given our extensive client base and volume of digital campaigns, we will also use data and insights to inform new and dynamic advertising products that we believe will deliver superior results.

Optimizing our traditional businesses across print and advertising

We will continue to drive the profitability of our traditional print operations through economies of scale, process improvements, and optimizations. We are focused on optimizing our pricing and improving customer service for our print subscribers. Print advertising continues to offer a compelling branding opportunity across our network due to our scale and unique reach at both the national and local community levels.

Prioritizing investments into growth businesses that have significant potential and support our vision

By leveraging our unique footprint, trusted brands, and media reach, we identify, experiment, and invest in potential growth businesses. USA TODAY NETWORK Ventures is a strong example of one such experiment that has grown significantly since its founding in 2015. During 2020, USA TODAY NETWORK Ventures was ~~$6.7 million higher~~able to successfully pivot to holding its events virtually, hosting over 250 events. This success has continued in 2021, with over 90 events held through the end of the second quarter of 2021. While live events have resumed in 2021, the majority of events remain virtual. In addition, in connection with our company-wide priority to explore online gaming, in July 2021, we entered into an exclusive agreement with Tipico USA Technology, Inc. ("Tipico"), a U.S.-based subsidiary of European-based Tipico Group of Companies, the leading sports betting provider in Germany, utilizing their Tipico Sportsbook brand.

Impacts of the COVID-19 pandemic

As a result of the COVID-19 pandemic, we experienced a significant decline in Advertising and marketing services revenues, which accelerated the secular declines that we continue to experience. We continue to experience constraints on the sales of single copy newspapers, largely tied to business travel and in-person events. While we have seen operating trends improve since the second quarter of 2020, ~~compared to~~which represents the ~~second~~ quarter ~~of 2019 primarily due to acquired expenses of $16.5 million offset~~that was most significantly impacted by ~~declines in circulation and print advertising volumes and lower prices, in addition to page count reductions and press configuration efficiencies, when compared to~~ the same period in 2019. Newsprint expense at our publishing segment was $22.0 million higher in the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily due to acquired expenses of $38.6 million offset by declines in circulation and print advertising volumes, lower prices, page count reductions and press configuration efficiencies, when compared to the same period in 2019.

~~Outlook for the remainder of 2020~~

~~Strategy~~

The Company's areas of focus for 2020 continue to include (1) integrating the Legacy Gannett and New Media organizations and achieving synergy targets, (2) deleveraging the balance sheet via cash flow from operations and real estate monetization, and (3) driving improved revenue trends by focusing on complementary growth businesses. Key integration and

synergy workstreams include consolidating production and distribution facilities, integrating and centralizing back office functions, centralizing and regionalizing our publishing sales, content, and circulation marketing organizations, and consolidating our marketing solutions organizations. The Company will continue to invest in our current growth businesses, such as digital marketing services, digital subscriptions, and events, while also experimenting with new business models, such as a marketplace model, to help offset the revenue declines from traditional businesses to enable the Company to return to revenue growth over the next three to five years.

~~Impacts of COVID-19~~

~~The ongoing COVID-19~~ pandemic, ~~and related measures to contain its spread have resulted in significant volatility and economic uncertainty, which is expected to continue in the near term. While~~ we have generally been exempt from mandates requiring closures of non-essential business and have been able to continue operations, these circumstances are expected to continue to create volatility and unfavorable trends in our financial results as individuals and businesses rationalize expenditures during this time of uncertainty.

During the first half of 2020, the Company experienced decreased demand for its advertising and digital marketing services, commercial print and distribution services, as well as reductions in events and the single copy and commercial distribution of its newspapers. The Company currently expectsexpect that the COVID-19 ~~global~~ pandemic will continue to have a negative impact on ~~the Company’s~~our business and results of operations in the ~~near-term. Longer-term, the ultimate impact~~near-term, including lower revenues associated with in-person events and sales of the COVID-19 pandemic on the Company’s business and results of operations will depend on the severity and length of the pandemic, the duration and extent of the mitigation measures and governmental actions designed to combat the pandemic, as well as the changes in customer behaviorsingle copy newspapers as a result of continued restrictions and reduced business travel. If the COVID-19 pandemic ~~all~~were to revert to conditions that existed during 2020, including measures to help mitigate and control the spread of ~~which remain highly uncertain.~~the virus, we would expect to experience further negative impacts in Advertising and marketing services revenues.

~~As a result, the Company has~~We have implemented, and ~~continues~~continue to implement, measures to reduce costs and preserve cash flow. These measures include, evaluating and applying for all governmental relief programs for which we are eligible, including the Paycheck

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Protection Program ("PPP"), suspension of the quarterly dividend ~~employee furloughs, decreases in employee compensation,~~and refinancing of our debt, as well as reductions in discretionary spending. In addition, the Company has deferred certain payroll tax remittance as permitted under the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") and negotiated the deferral of pension contributions, as well aswe are continuing with ~~its~~our previously disclosed plan to monetize non-core assets. ~~The Company continues to believe these initiatives, along~~

In connection with ~~cash on hand, cash provided by operating activities, and relief from~~ the CARES Act, ~~will provide sufficient~~we have received $16.4 million in PPP funding in support of certain of our locations that were meaningfully affected by the COVID-19 pandemic. As of June 30, 2021, PPP loans of $16.4 million are included in Other long-term liabilities in the condensed consolidated balance sheets and in Operating activities in the condensed consolidated statement of cash ~~flow~~flows for the six months ended June 30, 2021. Interest expense related to ~~enable~~PPP funding was immaterial for the ~~Company~~three and six months ended June 30, 2021. Management intends to ~~meet its commitments. However, these measures will not be sufficient to fully offset the impact~~apply for forgiveness of the ~~COVID-19 pandemic on~~PPP loans in accordance with applicable guidelines.

Seasonality

Our revenues are subject to moderate seasonality, due primarily to fluctuations in advertising volumes. Advertising and marketing services revenues for our Publishing segment are typically highest in the ~~Company’s business~~fourth quarter, due to holiday and seasonal advertising, and lowest in the first quarter, following the holiday season. The volume of advertising sales in any period is also impacted by other external factors such as ~~such, the Company’s results of operations may be negatively impacted,~~competitors' pricing, advertisers' decisions to increase or decrease their advertising expenditures in response to anticipated consumer demand, and ~~such impacts could be material.~~general economic conditions.

RESULTS OF OPERATIONS

~~Results of Operations~~

Consolidated Summary

A summary of our segment results is presented below:


	Three months ended June 30,								Six months ended June 30,
In thousands, except per share amounts					Change								Change
	2021		2020		$		%		2021		2020		$		%
Operating revenues:
Publishing	$	724,545	$	695,893	$	28,652	4	%	$	1,424,130	$	1,554,043	$	(129,913)	(8)	%
Digital Marketing Solutions	110,037		94,563		15,474		16	%	212,318		215,844		(3,526)		(2)	%
Corporate and other	1,705		2,398		(693)		(29)	%	4,779		5,407		(628)		(12)	%
Intersegment eliminations	(32,012)		(25,854)		(6,158)		24	%	(59,868)		(59,611)		(257)		—	%
Total operating revenues	804,275		767,000		37,275		5	%	1,581,359		1,715,683		(134,324)		(8)	%
Operating expenses:
Publishing	654,255		1,045,492		(391,237)		(37)	%	1,311,485		1,876,021		(564,536)		(30)	%
Digital Marketing Solutions	105,035		140,403		(35,368)		(25)	%	206,139		263,135		(56,996)		(22)	%
Corporate and other	31,552		44,583		(13,031)		(29)	%	70,217		103,586		(33,369)		(32)	%
Intersegment eliminations	(32,012)		(25,854)		(6,158)		24	%	(59,868)		(59,611)		(257)		—	%
Total operating expenses	758,830		1,204,624		(445,794)		(37)	%	1,527,973		2,183,131		(655,158)		(30)	%
Operating income (loss)	45,445		(437,624)		483,069		***		53,386		(467,448)		520,834		***
Non-operating expenses, net	13,044		34,483		(21,439)		(62)	%	172,795		76,286		96,509		***
Income (loss) before income taxes	32,401		(472,107)		504,508		***		(119,409)		(543,734)		424,325		(78)	%
Provision (benefit) for income taxes	17,692		(34,276)		51,968		***		8,583		(25,297)		33,880		***
Net income (loss)	14,709		(437,831)		452,540		***		(127,992)		(518,437)		390,445		(75)	%
Net loss attributable to redeemable noncontrolling interests	(406)		(938)		532		(57)	%	(791)		(1,392)		601		(43)	%
Net income (loss) attributable to Gannett	$	15,115	$	(436,893)	$	452,008	***		$	(127,201)	$	(517,045)	$	389,844	(75)	%
Income (loss) per share attributable to Gannett - basic	$	0.11	$	(3.32)	$	3.43	***		$	(0.95)	$	(3.95)	$	3.00	(76)	%
Income (loss) per share attributable to Gannett - diluted	$	0.10	$	(3.32)	$	3.42	***		$	(0.95)	$	(3.95)	$	3.00	(76)	%

*** Indicates an absolute value percentage change greater than 100.

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 Change 2020 2019 Change
Operating revenues:
Publishing $ 695,893
$ 394,435
$ 301,458
$ 1,554,043
$ 772,516
$ 781,527
Marketing Solutions 94,563
27,345
67,218
215,844
53,232
162,612
Corporate and other 2,398
895
1,503
5,407
1,567
3,840
Intersegment eliminations (25,854 ) (18,288 ) (7,566 ) (59,611 ) (35,328 ) (24,283 )
Total operating revenues 767,000
404,387
362,613
1,715,683
791,987
923,696
Operating expenses:
Publishing $ 1,045,492
$ 370,152
$ 675,340
$ 1,876,021
$ 729,981
$ 1,146,040
Marketing Solutions 140,403
31,152
109,251
263,135
62,667
200,468
Corporate and other 44,583
9,198
35,385
103,586
23,929
79,657
Intersegment eliminations (25,854 ) (18,288 ) (7,566 ) (59,611 ) (35,328 ) (24,283 )
Total operating expenses 1,204,624
392,214
812,410
2,183,131
781,249
1,401,882
Operating income (loss) (437,624 ) 12,173
(449,797 ) (467,448 ) 10,738
(478,186 )
Non-operating expense 34,483
9,901
24,582
76,286
19,775
56,511
Income (loss) before income taxes (472,107 ) 2,272
(474,379 ) (543,734 ) (9,037 ) (534,697 )
Benefit for income taxes (34,276 ) (343 ) (33,933 ) (25,297 ) (2,297 ) (23,000 )
Net income (loss) $ (437,831 ) $ 2,615
$ (440,446 ) $ (518,437 ) $ (6,740 ) $ (511,697 )

Loss per share attributable to Gannett - diluted $ (3.32 ) $ 0.05
$ (3.37 ) $ (3.95 ) $ (0.10 ) $ (3.85 )

Table of Contents

Intersegment eliminations in the preceding table represent digital advertising marketing services revenues and expenses associated with products sold by our U.S. local publishing sales teams but ~~which are~~ fulfilled by our ~~Marketing Solutions~~DMS segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation.

Operating revenues

Total Operating revenues were $804.3 million and $1.581 billion for three and six months ended June 30, 2021, respectively, an increase of $37.3 million and a decrease of $134.3 million compared to the three and six months ended June 30, 2020, respectively, for the reasons described below.

~~Our~~For the Publishing segment, ~~generates revenue primarily through advertising~~Operating revenues increased $28.7 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, reflecting higher Advertising and ~~subscriptions for our~~marketing services revenues of $49.2 million, including both print and digital, ~~publications. Our advertising teams sell~~and higher Other revenues of $11.8 million, partially offset by lower Circulation revenues of $32.4 million. For the six months ended June 30, 2021, Operating revenues decreased $129.9 million compared to the six months ended June 30, 2020 due to lower Advertising and marketing services revenues of $40.1 million, reflecting lower print and higher digital revenues, lower Circulation revenues of $81.7 million, and lower Other revenues of $8.1 million. Advertising and marketing services revenues are generated by the sale of local, national, and classified print advertising ~~across multiple~~products, digital advertising offerings such as digital classified advertisements, digital media such as display advertisements run on our platforms ~~including print, online, mobile, and tablet~~ as well as ~~niche publications. In addition, our Publishing segment advertising teams sell~~third-party sites, and digital marketing services ~~which are primarily fulfilled~~delivered by ~~teams within~~ our ~~Marketing Solutions~~DMS segment. Circulation revenues are derived ~~principally~~ from home delivery, digital distribution and single copy sales of our ~~publications and distributing our publications on our digital platforms.~~publications. Other revenues are derived mainly from commercial printing, distribution arrangements, revenues from our events business, digital content syndication and ~~distribution arrangements.~~affiliate revenues and third party newsprint sales.

For the DMS segment, Operating revenues increased $15.5 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, reflecting higher Advertising and marketing services revenues of $20.2 million, partially offset by lower Other revenues of $4.8 million. For the six months ended June 30, 2021, Operating revenues decreased $3.5 million compared to the six months ended June 30, 2020, reflecting higher Advertising and marketing services revenues of $5.3 million, which were more than offset by lower Other revenues of $8.8 million. Our ~~Marketing Solutions~~DMS segment generates ~~advertising~~Advertising and marketing services revenues through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, ~~Google-suite offerings,~~ and software-as-a-service solutions. ~~Other~~

For the Corporate and other category, Operating revenues indecreased $0.7 million and $0.6 million during the three and six months ended June 30, 2021, respectively, compared to the three and six months ended June 30, 2020. Revenues at our ~~Marketing Solutions segment~~Corporate and other category are ~~derived from system integration services,~~primarily driven by cloud offerings and software licensing.

Operating expenses

~~Quarter~~

Total Operating expenses were $758.8 million and $1.528 billion for the three and six months ended June 30, ~~2020 versus quarter ended June 30, 2019~~

~~Total operating revenues were $767.0 million for the second quarter~~2021, respectively, a decrease of 2020. The increase in total revenue was comprised of a $152.2 million increase in advertising and marketing services revenues, a $191.8 million increase in circulation revenues, and an $18.6 million increase in other revenues. Revenue at the Publishing and Marketing Solutions segments increased by $301.5$445.8 million and ~~$67.2~~$655.2 million ~~respectively, primarily due~~compared to ~~acquisition-related revenues, including revenue contributed by Legacy Gannett, partially offset by~~ the ~~impacts of COVID-19.~~

~~Six~~three and six months ended June 30, 2020, ~~versus six months ended June 30, 2019~~

Total operating revenues were $1.7 billion for the six months ended June 30, 2020. The increase in total revenue was comprised of a $445.7 million increase in advertising and marketing services revenues, a $414.4 million increase in circulation revenues, and a $63.7 million increase in other revenues. Revenue at the Publishing and Marketing Solutions segments increased by $781.5 million and $162.6 million, respectively, primarily due to acquisition-related revenues, including revenue contributed by Legacy Gannett, partially offset by the impacts of COVID-19.

~~Operating expenses~~:

respectively. Operating expenses consist primarily of the following:

•Operating costs ~~such as~~at the Publishing segment include labor, newsprint and delivery costs ~~in our Publishing~~and at the DMS segment orinclude the cost of online media acquired from third parties ~~such as Google,~~ and costs to manage and operate our marketing solutions and technology ~~infrastructure in our Marketing Solutions segment;~~infrastructure;

•Selling, general and administrative expenses ~~such as~~include labor, payroll, outside services, benefits costs and ~~benefits costs;~~bad debt expense;

•Depreciation and amortization;

•Integration and reorganization costs ~~such as~~include severance charges and other costs, including those for the purpose of consolidating our operations (i.e., facility consolidation ~~charges,~~expenses and ~~acquisition or~~ integration-related ~~costs;~~costs);

~~Costs incurred pursuant to acquisitions or mergers;~~•Other operating expenses include third-party debt expenses as well as acquisition-related costs;

~~Impairment charges such as those for property, plant and equipment, goodwill, or other intangible assets; and~~

~~Net gains~~•Gains or losses on the sale or disposal of assets; and

•Impairment charges, including costs incurred related to goodwill, intangible assets ~~such as~~and property, plant and equipment.

~~Quarter~~

For the three months ended June 30, 2021, Operating expenses at our Publishing segment decreased $391.2 million compared to the three months ended June 30, 2020, ~~versus quarter ended June 30, 2019~~

~~Total operating expenses were $1.2 billion for the second quarter~~reflecting a decrease in Operating costs of ~~2020, an increase from the same period~~$6.7 million, a decrease in ~~2019. Total operating expenses across all segments increased primarily due to acquired operating expenses contributed by Legacy Gannett, impairment recognized for property, plant~~Depreciation and ~~equipment and goodwill and intangibles during the second quarter~~amortization of ~~2020, and increased integration~~$20.1 million, a decrease in Integration and reorganization costs ~~incurred related to the Legacy Gannett acquisition. These increases~~of $20.8 million, a decrease in ~~operating expenses were offset by measures implemented to reduce costs~~Asset impairments of $6.9 million, and ~~preserve cash flow as~~ a ~~result~~decrease in Goodwill and intangible impairments of ~~the COVID-19 pandemic which began impacting the Company toward the end of the first quarter of 2020.~~

~~Operating costs were $476.7~~$352.9 million, in the second quarter of 2020. Publishing segment operating costs increased $203.4 million, while Marketing Solutions segment operating costs increased $43.9 million, primarily due to the contributions of Legacy Gannett, partially offset by ~~costs associated with declines~~an increase in ~~revenue from continuing operations, in part, as a result of the pandemic and continued cost efficiency efforts resulting from the consolidation and centralization of operations.~~

Selling, general and administrative expenses ~~were $226.5~~of $9.9 million ~~in the second quarter of 2020,~~and an increase compared to 2019. Publishing segment selling, general, and administrative expenses increased $65.9 million, while Marketing Solutions segment selling, general, and administrative expenses increased $18.3 million, primarily due toin Loss on the ~~contributions~~sale or disposal of ~~Legacy Gannett, partially offset by continued cost efficiency efforts as well as cost containment initiatives implemented as a result~~

Table of ~~the COVID-19 pandemic.~~Contents

~~Integration and reorganization costs were $32.3 million in the second quarter~~assets of 2020, an increase of $28.0 million compared to the same period in 2019. Integration and reorganization costs at the Publishing, Corporate and other, and Marketing Solutions segments increased $16.5 million, $8.7 million, and $2.8 million, respectively, primarily due to additional severance costs stemming from acquisition-related synergies and the continued consolidation of our operations resulting from the ongoing implementation of our plans to reduce costs and preserve cash flow and the integration of acquired businesses.

Acquisitions costs were $2.4 million in the second quarter of 2020, flat compared to the same period in 2019. The acquisition costs, the vast majority of which were incurred at the Corporate and other segment, was primarily due to costs of $2.3 million incurred in conjunction with the acquisition of Legacy Gannett.

There was impairment of property, plant and equipment of $6.9 million in the second quarter of 2020, an increase of $5.6 million compared to the same period in 2019. The Company incurred a goodwill and intangible impairment of $393.4 million in the second quarter of 2020 compared to no goodwill and mastheads impairment recognized in the same period in 2019.

~~Six months ended June 30, 2020 versus six months ended June 30, 2019~~

~~Total operating expenses were $2.2 billion for~~$6.3 million. For the six months ended June 30, ~~2020, an increase from the same period in 2019. Total operating~~2021, Operating expenses across all segments increased primarily due to acquired operating expenses contributed by Legacy Gannett, impairment recognized for property, plant and equipment and goodwill and intangibles during the second quarter of 2020, and increased integration and reorganization costs incurred related to the Legacy Gannett acquisition. These increases were offset by measures implemented to reduce costs and preserve cash flow as a result of the COVID-19 pandemic, which began impacting the Company toward the end of the first quarter of 2020.

Operating costs were $1.0 billion in the six months ended June 30, 2020. Publishing segment operating costs increased $496.5 million, while Marketing Solutions segment operating costs increased $98.9 million, primarily due to the contributions of Legacy Gannett, partially offset by costs associated with declines in revenue from continuing operations, in part, as a result of the pandemic and continued cost efficiency efforts resulting from the consolidation and centralization of operations.

Selling, general, and administrative expenses were $525.6 million in the six months ended June 30, 2020, an increase compared to 2019. Publishing segment selling, general, and administrative expenses increased $183.8 million, while Marketing Solutions segment selling, general, and administrative expenses increased $47.7 million, primarily due to the contributions of Legacy Gannett, partially offset by continued cost efficiency efforts as well as cost containment initiatives implemented as a result of the COVID-19 pandemic.

~~Integration and reorganization costs were $60.6 million in the six months ended June 30, 2020, an increase of $50.5 million compared to the same period in 2019. Integration and reorganization costs~~ at the Publishing, Corporate and other, and Marketing Solutions segments increased $27.5 million, $3.6 million, and $19.4 million, respectively, primarily due to additional severance costs stemming from acquisition-related synergies and the continued consolidation of our operations resulting from the ongoing implementation of our plans to reduce costs and preserve cash flow and the integration of acquired businesses.

Acquisitions costs were $8.3 million in the six months ended June 30, 2020, an increase of $5.2 million compared to the same period in 2019. The increase in acquisition costs, the vast majority of which were incurred at the Corporate and other segment, was primarily due to costs of $6.9 million incurred in conjunction with the acquisition of Legacy Gannett.

There was impairment of property, plant and equipment of $6.9 million in the six months ended June 30, 2020, an increase of $4.4 million compared to the same period in 2019. The Company incurred a goodwill and intangible impairment of $393.4 million in the second quarter of 2020 compared to no goodwill and intangible impairment recognized in the same period in 2019.

~~Publishing segment~~

~~A summary of~~ our Publishing segment ~~results is presented below:~~

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 Change ($) 2020 2019 Change ($)
Operating revenues:
Advertising and marketing services $ 292,252
$ 199,178
$ 93,074
$ 695,888
$ 388,036
$ 307,852
Circulation 342,645
150,827
191,818
717,365
302,991
414,374
Other 60,996
44,430
16,566
140,790
81,489
59,301
Total operating revenues 695,893
394,435
301,458
1,554,043
772,516
781,527
Operating expenses:

Operating costs 432,920
229,568
203,352
951,779
455,270
496,509
Selling, general and administrative expenses 176,043
110,113
65,930
406,856
223,007
183,849
Depreciation and amortization 56,553
21,769
34,784
123,510
40,599
82,911
Integration and reorganization costs 20,619
4,074
16,545
33,927
6,458
27,469
Impairment of property, plant and equipment 6,859
2,469
4,390
6,859
2,469
4,390
Goodwill and intangible impairment 352,947
—
352,947
352,947
—
352,947
Net loss on sale or disposal of assets (449 ) 2,159
(2,608 ) 143
2,178
(2,035 )
Total operating expenses 1,045,492

370,152
675,340
1,876,021
729,981
1,146,040
Operating income $ (349,599 ) $ 24,283
(373,882 ) $ (321,978 ) $ 42,535
(364,513 )

~~Operating revenues~~:

~~Quarter ended June 30, 2020 versus quarter ended June 30, 2019~~

~~Advertising and marketing services revenues were $292.3~~decreased $564.5 million for the second quarter of 2020, which included revenues from international operations of $20.1 million for the second quarter of 2020. This increase compared to the same period in 2019 was primarily attributable to $178.0 million in acquired advertising and marketing services revenues, including $177.4 million related to Legacy Gannett.

Print advertising revenues were $187.9 million for the second quarter of 2020, an increase of $29.9 million compared to the same period in 2019. Local and national print advertising revenues were $92.0 million and $25.7 million, respectively, for the second quarter of 2020, a decrease of $10.1 million and an increase of $19.0 million, respectively, compared to the same period in 2019. The increases in local and national print advertising revenues were attributable to $63.7 million in acquired revenues, including $63.2 million in acquired revenues related to Legacy Gannett. Classified print advertising revenues of $70.2 million for 2020 increased $21.0 million compared to 2019, primarily attributable to acquired revenues of $38.9 million, including $38.8 million in acquired revenues related to Legacy Gannett. The increases across all categories of print advertising revenues were partially offset by reduced demand consistent with general trends adversely impacting the publishing industry and unfavorable impacts resulting from the COVID-19 pandemic, which began in the latter part of the first quarter of 2020.

Digital advertising and marketing services revenues were $104.4 million for the second quarter of 2020, an increase of $63.1 million compared to the same period in 2019. Digital media revenues were $65.3 million for the second quarter of 2020, an increase of $41.9 million compared to the same period in 2019, primarily due to $48.2 million in acquired revenues, including $48.2 million in acquired revenues related to Legacy Gannett. Digital marketing services revenues were $23.6 million for the second quarter of 2020, an increase of $12.4 million compared to the same period in 2019. This increase was attributable to $16.4 million in acquired revenues related to Legacy Gannett. Digital classified revenues were $15.4 million for the second quarter of 2020, an increase of $8.8 million compared to the same period in 2019 due to $10.9 million in acquired revenues, including $10.9 million in acquired revenues related to Legacy Gannett. The impacts from the COVID-19 pandemic which began in the latter part of the first quarter of 2020 negatively affected digital revenues across each category.

Circulation revenues were $342.6 million for the second quarter of 2020. Print circulation revenues were $321.8 million for the second quarter of 2020, an increase of $176.1 million from the same period in 2019 due to $193.4 million in acquired revenues, including $193.0 million in acquired revenues related to Legacy Gannett, partially offset by declines stemming from a reduction in volume of our single copy and home delivery sales, reflecting the impact of COVID-19 on businesses that buy and sell copies

of our publications as well as general industry trends. Digital circulation revenues were $20.8 million for the second quarter of 2020, an increase of $15.7 million from the same period in 2019 primarily due to $14.7 million in acquired revenues and a 31.3% increase in digital only subscribers.

Other revenues of $61.0 million in the second quarter of 2020 increased $16.6 million compared to the same period in 2019. Other revenues accounted for approximately 9% of total Publishing segment revenues for the quarter.

~~Six months ended June 30, 2020 versus six months ended June 30, 2019~~

Advertising and marketing services revenues were $695.9 million for the six months ended June 30, 2020, which included revenues from international operations of $54.1 million for the six months ended June 30, 2020. This increase compared to the same period in 2019 was primarily attributable to $427.4 million in acquired advertising and marketing services revenues, including $423.4 million related to Legacy Gannett.

Print advertising revenues were $455.5 million for the six months ended June 30, 2020, an increase of $146.7 million compared to the same period in 2019. Local and national print advertising revenues were $228.8 million and $62.0 million, respectively, for the six months ended June 30, 2020, an increase of $31.2 million and $49.1 million, respectively, compared to the same period in 2019. The increases in local and national print advertising revenues were attributable to $161.2 million in acquired revenues, including $158.3 million in acquired revenues related to Legacy Gannett. Classified print advertising revenues of $164.7 million for 2020 increased $66.4 million compared to 2019, primarily attributable to acquired revenues of $91.1 million, including $90.3 million in acquired revenues related to Legacy Gannett. The increases across all categories of print advertising revenues were partially offset by reduced demand consistent with general trends adversely impacting the publishing industry and unfavorable impacts resulting from the COVID-19 pandemic, which began in the latter part of the first quarter of 2020.

Digital advertising and marketing services revenues were $240.4 million for the six months ended June 30, 2020, an increase of $161.2 million compared to the same period in 2019. Digital media revenues were $151.8 million for the six months ended June 30, 2020, an increase of $107.7 million compared to the same period in 2019, primarily due to $113.5 million in acquired revenues, including $113.3 million in acquired revenues related to Legacy Gannett. Digital marketing services revenues were $54.2 million for the six months ended June 30, 2020, an increase of $32.4 million compared to the same period in 2019. This increase was attributable to $37.4 million in acquired revenues related to Legacy Gannett. Digital classified revenues were $34.4 million for the six months ended June 30, 2020, an increase of $21.1 million compared to the same period in 2019 due to $24.1 million in acquired revenues, including $24.0 million in acquired revenues related to Legacy Gannett. The impacts from the COVID-19 pandemic, which began in the latter part of the first quarter 2020 negatively affected digital revenues across each category.

Circulation revenues were $717.4 million for the six months ended June 30, 2020. Print circulation revenues were $676.8 million for the six months ended June 30, 2020, an increase of $384.1 million from the same period in 2019 due to $412.3 million in acquired revenues, including $409.7 million in acquired revenues related to Legacy Gannett and increases from our strategic pricing programs, partially offset by declines stemming from a reduction in volume of our single copy and home delivery sales, reflecting the impact of COVID-19 on businesses that buy and sell copies of our publications as well as general industry trends. Digital circulation revenues were $40.5 million for the six months ended June 30, 2020, an increase of $30.3 million from the same period in 2019 primarily due to $28.7 million in acquired revenues.

Other revenues of $140.8 million in the six months ended June 30, 2020 increased $59.3 million compared to the same period in 2019. Other revenues accounted for approximately 9% of total Publishing segment revenues for the quarter.

~~Operating expenses~~:

~~Quarter ended June 30, 2020 versus quarter ended June 30, 2019~~

Operating costs were $432.9 million for the second quarter of 2020, an increase of $203.4 million from the same period in 2019. Newsprint and ink costs were $29.5 million in the second quarter, an increase of $6.1 million compared to 2019, primarily as a result of acquired newsprint and ink costs related to Legacy Gannett, partially offset by declines in circulation and print advertising volumes, lower prices, page count reductions and press configuration efficiencies when compared to the same period in 2019. News and editorial expenses were $9.7 million in the second quarter of 2020, an increase of $2.4 million compared to 2019, primarily as a result of acquired news and editorial expenses related to Legacy Gannett, partially offset by synergy savings. Distribution costs were $100.6 million in the second quarter of 2020, an increase of $62.8 million, primarily due to acquired hauling and delivery costs related to Legacy Gannett partially offset by synergy savings and lower production volumes. Other material

categories of costs contributing to the overall increase in operating costs include $76.7 million increase in compensation and benefit costs and $29.1 million increase in outside services, which include portions of outside printing, professional and outside services, paid search and ad serving, feature services, and credit card fees. Increases in compensation costs during the period primarily resulting from the Legacy Gannett acquisition were offset by decreases from cost containment initiatives implemented in connection with the COVID-19 pandemic and ongoing integration efforts. Similarly, increases in outside service costs were offset by declines in activity as a result of the COVID-19 pandemic and cost containment initiatives.

Total selling, general, and administrative expenses were $176.0 million for the second quarter of 2020, an increase of $65.9 million from the same period in 2019. Outside services costs, which include portions of outside printing, professional and outside services, paid search and ad serving, feature services, and credit card fees, were $10.0 million in the second quarter, an increase of $0.9 million compared to 2019, primarily as a result of outside services costs related to Legacy Gannett offset by reductions resulting from reduced activity as a result of the COVID-19 pandemic as well as cost containment initiatives. Other material categories of costs contributing to the overall increase in selling, general, and administrative expenses include $19.9 million in compensation and benefit costs and $36.8 million in other general and administrative costs. Increases in compensation costs during the period primarily resulting from the Legacy Gannett acquisition were offset by decreases from cost containment initiatives implemented in connection with the COVID-19 pandemic and ongoing integration efforts.

Depreciation and amortization expenses were $56.6 million for the second quarter of 2020, a $34.8 million increase from the same period in 2019, primarily attributable to the acquired property and intangibles from the Legacy Gannett acquisition and an increase in accelerated depreciation of $8.5 million as a result of ongoing cost reduction programs compared to the same period in 2019.

Integration and reorganization costs were $20.6 million in the second quarter of 2020, an increase of $16.5 million compared to the same period in 2019, primarily attributable to integration and reorganization costs related to Legacy Gannett driven by severance costs related to acquisition-related synergies and the continued consolidation of our operations resulting from the ongoing implementation of our plans to reduce costs and preserve cash flow.

~~Six months ended June 30, 2020 versus six months ended June 30, 2019~~

Operating costs were $951.8 million for the six months ended June 30, 2020, an increase of $496.5 million from the same period in 2019. Newsprint and ink costs were $69.8 million in the six months ended June 30, 2020, an increase of $22.3 million compared to 2019, primarily as a result of acquired newsprint and ink costs related to Legacy Gannett, offset by declines in circulation and print advertising volumes, lower prices, page count reductions and press configuration efficiencies when compared to the same period in 2019. News and editorial expenses were $21.1 million in the six months ended June 30, 2020, an increase of $6.4 million compared to 2019, primarily as a result of acquired news and editorial expenses related to Legacy Gannett, partially offset by synergy savings. Distribution costs were $207.6 million in the six months ended June 30, 2020, an increase of $130.4 million, primarily due to acquired hauling and delivery costs related to Legacy Gannett partially offset by synergy savings and lower production volumes. Other material categories of costs contributing to the overall increase in operating costs include $188.0 million in compensation and benefit costs and $84.1 million in outside services, which include portions of outside printing, professional and outside services, paid search and ad serving, feature services, and credit card fees. Increases in compensation costs during the period primarily resulting from the Legacy Gannett acquisition were offset by decreases from cost containment initiatives implemented in connection with the COVID-19 pandemic and ongoing integration efforts. Similarly, increases in outside service costs were offset by declines in activity as a result of the COVID-19 pandemic and cost containment initiatives.

Total selling, general, and administrative expenses were $406.9 million for the six months ended June 30, 2020, an increase of $183.8 million from the same period in 2019. Outside services costs, which include portions of outside printing, professional and outside services, paid search and ad serving, feature services, and credit card fees, were $23.1 million in the six months ended June 30, 2020, an increase of $5.8 million compared to 2019, primarily as a result of acquired outside services costs related to Legacy Gannett offset by reductions resulting from reduced activity as a result of the COVID-19 pandemic as well as cost containment initiatives. Other material categories of costs contributing to the overall increase in selling, general, and administrative expenses include $62.0 million in compensation and benefit costs and $81.1 million in other general and administrative costs. Increases in compensation costs during the period primarily resulting from the Legacy Gannett acquisition were offset by decreases from cost containment initiatives implemented in connection with the COVID-19 pandemic and ongoing integration efforts.

Depreciation and amortization expense were $123.5 million for the six months ended June 30, 2020, an $82.9 million increase from the same period in 2019, primarily attributable to the acquired property and intangibles from the Legacy Gannett acquisition and an increase in accelerated depreciation of $33.1 million as a result of ongoing cost reduction programs compared to the same period in 2019.

Integration and reorganization costs were $33.9 million in the six months ended June 30, 2020, an increase of $27.5 million compared to the same period in 2019, primarily attributable to integration and reorganization costs related to Legacy Gannett driven by severance costs related to acquisition-related synergies and the continued consolidation of our operations resulting from the ongoing implementation of our plans to reduce costs and preserve cash flow.

~~Publishingsegment adjusted EBITDA:~~

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 Change ($) 2020 2019 Change ($)
Net income (loss) attributable to Gannett (GAAP basis) $ (328,207 ) $ 24,830
$ (353,037 ) $ (281,213 ) $ 43,586
$ (324,799 )
Interest expense 92
23
69
110
78
32
Non-operating pension income (17,480 ) (208 ) (17,272 ) (35,953 ) (417 ) (35,536 )
Other non-operating income (3,066 ) (162 ) (2,904 ) (3,530 ) (263 ) (3,267 )
Depreciation and amortization 56,553
21,769
34,784
123,510
40,599
82,911
Integration and reorganization costs 20,619
4,074
16,545
33,927
6,458
27,469
Impairment of property, plant and equipment 6,859
2,469
4,390
6,859
2,469
4,390
Goodwill and intangible impairment 352,947
—
352,947
352,947
—
352,947
Net loss on sale or disposal of assets (449 ) 2,159
(2,608 ) 143
2,178
(2,035 )
Other items 4,123
539
3,584
6,214
2,500
3,714
Adjusted EBITDA (non-GAAP basis) $ 91,991
$ 55,493
$ 36,498
$ 203,014
$ 97,188
$ 105,826

Adjusted EBITDA for our publishing segment was $92.0 million for the second quarter of 2020, an increase of $36.5 million compared to the same period in 2019. The increase was primarily attributable to acquired Adjusted EBITDA for Legacy Gannett and ongoing operating efficiencies offset by declines in print advertising and circulation revenues in part reflecting lower demand during the second quarter of 2020, which were impacted by the ongoing economic effects of COVID-19, and ongoing operating efficiencies.

Adjusted EBITDA for our publishing segment was $203.0 million for the six months ended June 30, 2020, an increase of $105.8 million compared to the same period in 2019. The increase was primarily attributable to acquired Adjusted EBITDA for Legacy Gannett and ongoing operating efficiencies offset by declines in print advertising and circulation revenues in part reflecting lower demand beginning near the end of the first quarter of 2020, which were impacted by the ongoing economic effects of COVID-19, and ongoing operating efficiencies.

~~Marketing Solutions segment~~

~~A summary of our Marketing Solutions segment results is presented below:~~

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 Change 2020 2019 Change
Operating revenues:
Advertising and marketing services $ 89,809
$ 23,157
$ 66,652
$ 206,092
$ 44,547
$ 161,545
Other 4,754
4,188
566
9,752
8,685
1,067
Total operating revenues 94,563
27,345
67,218
215,844
53,232
162,612
Operating expenses:

Operating costs 63,264
19,376
43,888
136,519
37,648
98,871
Selling, general and administrative expenses 29,158
10,817
18,341
69,892
22,224
47,668
Depreciation and amortization 4,004
778
3,226
11,335
2,056
9,279
Integration and reorganization costs 2,962
180
2,782
4,351
736
3,615
Goodwill and intangible impairment 40,499
—
40,499
40,499
—
40,499
Net loss on sale or disposal of assets 516
1
515
539
3
536
Total operating expenses 140,403
31,152
109,251
263,135
62,667
200,468
Operating loss $ (45,840 ) $ (3,807 ) $ (42,033 ) $ (47,291 ) $ (9,435 ) $ (37,856 )

~~Operating revenues~~:

~~Quarter ended June 30, 2020 versus quarter ended June 30, 2019~~

Advertising and marketing services revenues were $89.8 million for the second quarter of 2020, an increase compared to the same period in 2019, which included revenues from international entities of $8.6 million for the second quarter of 2020. This increase was primarily attributable to $74.8 million in acquired advertising and marketing services revenues related to Legacy Gannett. Other revenues were $4.8 million for the second quarter of 2020, an increase of 14% compared to the same period in 2019. This increase is primarily the result of increases in license revenue for cloud software products. These increases were partially offset by decreases driven by the impacts of the COVID-19 pandemic which began in the latter part of the first quarter of 2020.

~~Six months ended June 30, 2020 versus six months ended June 30, 2019~~

Advertising and marketing services revenues were $206.1 million for the six months ended June 30, 2020, an increase compared to the same period in 2019, which included revenues from international entities of $19.1 million for the six months ended June 30, 2020. This increase was primarily attributable to $171.1 million in acquired advertising and marketing services revenues related to Legacy Gannett. Other revenues were $9.8 million for the six months ended June 30, 2020, an increase of $1.1 million compared to the same period in 2019. This increase is primarily the result of increases in license revenue for cloud software products. These increases were partially offset by decreases driven by the impacts of the COVID-19 pandemic, which began in the latter part of the first quarter of 2020.

~~Operating expenses~~:

~~Quarter ended June 30, 2020 versus quarter ended June 30, 2019~~

Operating costs, which include online media acquired from third parties, costs to manage and operate the segment's solutions and technology infrastructure, and other third-party direct costs, were $63.3 million for the second quarter of 2020, an increase compared to the same period in 2019. This increase was primarily attributable to acquired operating costs related to Legacy Gannett. Outside service costs, which include costs of online media acquired from third-party publishers, totaled $48.9 million for the second quarter of 2020 compared to $12.1 million for the same period in 2019. The increase is primarily the result of acquired outside service costs related to Legacy Gannett and increased costs of media associated with lower rebates and margin pressure experienced during the first half of 2020. Other material categories of costs contributing to the overall increase in operating costs include $7.0 million in compensation and benefit costs, which was offset by reductions associated with cost containment initiatives in connection with the COVID-19 pandemic.

Selling, general, and administrative expenses were $29.2 million for the second quarter of 2020, an increase compared to the same period in 2019. This increase was primarily attributable to acquired selling, general, and administrative expenses related to Legacy Gannett.

Depreciation and amortization were $4.0 million for the second quarter of 2020; an increase compared to the second quarter of 2019. This was primarily attributable to an increase in amortization expense stemming from new product and development initiatives.

~~Six months ended June 30, 2020 versus six months ended June 30, 2019~~

Operating costs, which include online media acquired from third parties, costs to manage and operate the segment's solutions and technology infrastructure, and other third-party direct costs, were $136.5 million for the six months ended June 30, 2020, an increase compared to the same period in 2019. This increase was primarily attributable to acquired operating costs related to Legacy Gannett. Outside service costs, which include costs of online media acquired from third-party publishers, totaled $81.8 million for the six months ended June 30, 2020 compared to $23.4 million for the same period in 2019. The increase is primarily the result of acquired outside service costs related to Legacy Gannett and increased costs of media associated with lower rebates and margin pressure experienced in the first quarter of 2020. Other material categories of costs contributing to the overall increase in operating costs include $18.0 million in compensation and benefit costs, which was offset by reductions associated with cost containment initiatives in connection with the COVID-19 pandemic.

Selling, general, and administrative expenses were $69.9 million for the six months ended June 30, 2020, an increase compared to the same period in 2019. This increase was primarily attributable to acquired selling, general, and administrative expenses related to Legacy Gannett, partially offset by decreases related to cost containment initiatives as a result of the COVID-19 pandemic and ongoing integration activities.

~~Depreciation and amortization were $11.3 million for the six months ended June 30, 2020, an increase~~ compared to the six months ended June 30, ~~2019. This was primarily attributable to~~2020, reflecting a decrease in Operating costs of $93.8 million, a decrease in Selling, general and administrative expenses of $54.7 million, a decrease in Depreciation and amortization of $40.7 million, a decrease in Integration and reorganization costs of $26.8 million, a decrease in Asset impairments of $6.0 million, and a decrease in Goodwill and intangible impairments of $352.9 million, partially offset by an increase in ~~amortization expense stemming from new product and development initiatives.~~

Loss on the sale or disposal of assets of $10.4 million.

~~Marketing Solutions~~

For the three months ended June 30, 2021, Operating expenses at our DMS segment ~~adjusted EBITDA~~:

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 Change 2020 2019 Change
Net income (loss) attributable to Gannett (GAAP basis) $ (43,226 ) $ (3,807 ) $ (39,419 ) $ (48,301 ) $ (9,435 ) $ (38,866 )
Other non-operating income (2,614 ) —
(2,614 ) 1,010
—
1,010
Depreciation and amortization 4,004
778
3,226
11,335
2,056
9,279
Integration and reorganization costs 2,962
180
2,782
4,351
736
3,615
Goodwill and intangible impairment 40,499
—
40,499
40,499
—
40,499
Net loss on sale or disposal of assets 516
1
515
539
3
536
Other items 643
389
254
1,235
951
284
Adjusted EBITDA (non-GAAP basis) $ 2,784
$ (2,459 ) $ 5,243
$ 10,668
$ (5,689 ) $ 16,357

~~Adjusted EBITDA for our Marketing Solutions segment was $2.8~~decreased $35.4 million ~~for the second quarter of 2020, an increase~~ compared to the ~~same period~~three months ended June 30, 2020, reflecting a decrease in ~~2019 primarily due~~Goodwill and intangible impairments of $40.5 million, a decrease in Selling, general and administrative expenses of $6.1 million, a decrease in Integration and reorganization costs of $2.8 million and a decrease in Loss on the sale or disposal of assets of $1.0 million, partially offset by an increase in Operating costs of $11.2 million, and an increase in Depreciation and amortization of $3.8 million. For the six months ended June 30, 2021, Operating expenses at our DMS segment decreased $57.0 million compared to ~~additional Adjusted EBITDA from Legacy Gannett.~~

~~Adjusted EBITDA for our Marketing Solutions segment was $10.7 million for~~ the six months ended June 30, 2020, reflecting a decrease in Goodwill and intangible impairments of $40.5 million, a decrease in Selling, general and administrative expenses of $23.0 million, a decrease in Integration and reorganization costs of $4.0 million and a decrease in Loss on the sale or disposal of assets of $1.1 million, partially offset by an increase ~~compared to~~in Operating costs of $7.2 million and an increase in Depreciation and amortization of $4.3 million.

For the ~~same period in 2019 primarily due to additional Adjusted EBITDA from Legacy Gannett.~~

three months ended June 30, 2021, Operating expenses at Corporate and other ~~segment~~

~~Corporate and other operating expenses were $44.6 million for the second quarter of 2020, an increase of $35.4~~decreased $13.0 million compared to the ~~same period~~three months ended June 30, 2020, reflecting a decrease in ~~2019 primarily attributable to acquired~~Selling, general and administrative expenses of $9.1 million, a decrease in Depreciation and amortization of $1.8 million, and a decrease in Other operating expenses ~~related to Legacy Gannett. Also included in corporate operating~~of $1.6 million. For the six months ended June 30, 2021, Operating expenses ~~for the second quarter of 2020 were $8.7 million of integration and reorganization costs and $5.8 million of depreciation and amortization expenses.~~

at Corporate and other ~~operating expenses were $103.6~~decreased $33.4 million ~~for~~compared to the six months ended June 30, 2020, ~~an increase~~due to a decrease in Selling, general and administrative expenses of ~~$79.7~~$24.8 million, ~~compared to the same period~~a decrease in ~~2019 primarily attributable to acquired operating expenses related to Legacy Gannett~~Integration and reorganization costs of $7.9 million, a decrease in Depreciation and amortization of $1.6 million, and a decrease in Operating costs of $1.9 million, partially offset by an increase in ~~acquisition costs of $5.2 million. Also included in corporate~~Other operating expenses of $3.0 million.

Refer to the discussion of segment results below for further information.

Non-operating (income) expense

Interest expense: For the three and six months ended June 30, ~~2020 were $22.3 million of integration and reorganization costs and $9.5 million of depreciation and amortization expenses.~~

~~Non-operating expense~~

~~Interest expense:~~2021, Interest expense ~~for the second quarter of 2020~~ was $35.3 million and $74.8 million, respectively, compared to $57.9 million ~~compared to $10.2 million in the same period in 2019. Interest expense for the six months ended June 30, 2020 was~~and $115.8 million ~~compared to $20.3 million in the same period in 2019. The increase in interest expense~~ for ~~2020 is due to a higher effective interest rate and a larger debt balance compared to the prior year period.~~

~~Non-operating pension income:~~ Non-operating pension income for second quarter of 2020 was $17.6 million compared to $0.2 million in the same period in 2019. Non-operating pension income for the six months ended June 30, 2020 was $36.1 million compared to $0.4 million in the same period in 2019. The increase during the three and six months ended June 30, 2020, isrespectively. The decrease in interest expense for the three and six months ended June 30, 2021 was mainly due to ~~increased expected return on plan assets~~a lower effective interest rate driven by the refinancing of our five-year, senior-secured 11.5% term loan facility with Apollo Capital Management, L.P. (the "Acquisition Term Loan") in ~~excess~~the first quarter of ~~interest costs on benefit obligations when~~2021 and a lower debt balance compared to the same period in ~~2019.~~2020.

~~Other non-operating items, net:~~Loss on early extinguishment of debt: ~~Our non-operating items, net, are driven by certain items that fall outside~~For the three and six months ended June 30, 2021, Loss on early extinguishment of ~~our normal business operations. Non-operating items, net, consisted~~debt was $2.8 million and $22.2 million, respectively. For the three and six months ended June 30, 2020, Loss on early extinguishment of ~~$6.3~~debt was $0.4 million and $1.2 million, respectively. The increase in ~~income~~loss for the ~~second quarter of 2020 compared~~three months ended June 30, 2021 was mainly due to ~~$0.1 million~~early prepayments on our five-year, senior-secured term loan facility (the "5-Year Term Loan"). The increase in ~~income for the same period in 2019. Non-operating items, net, consisted of $4.6 million in income~~loss for the six months ended June 30, ~~2020~~2021 was mainly due to the payoff of the Acquisition Term Loan in the first quarter of 2021.

Non-operating pension income: For the three and six months ended June 30, 2021, Non-operating pension income was $23.9 million and $47.8 million, respectively, compared to ~~$0.2~~$17.6 million and $36.1 million for the three and six months ended June 30, 2020, respectively. The increase in non-operating pension income for the ~~same period~~three and six months ended June 30, 2021 was primarily due to an increase in ~~2019.~~the expected return on plan assets held by the Gannett Retirement Plan and lower interest costs on benefit obligations.

Loss on Convertible notes derivative: For the six months ended June 30, 2021, Loss on Convertible notes derivative was $126.6 million, due to the increase in the fair value of the derivative liability as a result of the increase in the Company's stock price.

~~Income tax expense~~

Provision (benefit) for income taxes

The following table ~~outlines~~summarizes our ~~pre-tax net~~Loss before income ~~(loss)~~taxes and income tax ~~amounts:~~accounts:

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	Three months ended June 30,						Six months ended June 30,							Three months ended June 30,						Six months ended June 30,
In thousands	2020			2019			2020			2019			In thousands	2021			2020			2021			2020
Pre-tax net income (loss)	$	(472,107	)	$	2,272		$	(543,734	)	$	(9,037	)
Benefit for income taxes	(34,276		)	(343		)	(25,297		)	(2,297		)
Income (loss) before income taxes													Income (loss) before income taxes	$	32,401		$	(472,107)		$	(119,409)		$	(543,734)
Provision (benefit) for income taxes													Provision (benefit) for income taxes	17,692			(34,276)			8,583			(25,297)
Effective tax rate	7.3		%	***			4.7		%	25.4		%	Effective tax rate	54.6		%	7.3		%	(7.2)		%	4.7		%

*** Indicates

The provision for income taxes for the three months ended June 30, 2021 was mainly driven by pre-tax income and is impacted by the creation of valuation allowances on non-deductible interest expense carryforwards in combination with the U.K. enacted legislation to increase the statutory tax rate from 19% to 25%, effective April 1, 2023. While the U.K. corporate tax rate change does not impact 2021 or 2022 tax filings, the rate change impacts the tax effected value of the U.K. deferred tax liabilities. The provision was calculated using the estimated annual effective tax rate of 49.6%. The estimated annual effective tax rate is based on a ~~percentage that~~projected tax expense for the full year.

The tax provision for the six months ended June 30, 2021 was mainly impacted by the pre-tax net loss generated during the first quarter of 2021. The tax provision is ~~not meaningful.~~mainly impacted by the derivative revaluation, which is nondeductible for tax purposes, partially offset by the creation of valuation allowances on non-deductible interest expense carryforwards as well as state income tax and foreign tax expense.

As of June 30, 2021, we reclassified $32.5 million as tax effected in connection with the retirement of the deferred tax asset related to the embedded conversion feature associated with the Company’s 2027 Notes. The retirement of the deferred tax asset resulted from the reclassification of the embedded conversion feature from a derivative liability to Equity as a reduction to Additional paid-in-capital during the first quarter of 2021. See Note 7 - Debt for additional information about the Company's 2027 Notes.

The benefit for income taxes for the three months ended June 30, 2020 was caused largely by the pre-tax net loss generated during the ~~quarter.~~second quarter of 2020. The benefit from income taxes was reduced due to non-deductible asset impairments, non-deductible officers' compensation, and the creation of a valuation allowance against deferred tax assets arising from non-deductible interest carryforwards. These non-deductible expenses resulted in an estimated annual effective tax rate lower than the statutory ~~Federal~~federal rate of 21%. The benefit for income taxes for the three months ended June 30, 2020 was calculated using the estimated annual effective tax rate of 6.8%. The estimated annual effective tax rate is based on a projected tax benefit for the year.

~~The CARES Act was~~Several COVID-19 pandemic-related economic relief bills have been enacted ~~on March 27, 2020. The Company will realize a tax benefit attributable~~into law in 2020 and 2021. We continue to monitor the applicability of federal and state legislation to the Company, as well asregulatory interpretations of enacted legislation ~~which permits a refund of tax benefits from earlier years. The legislation also allows the Company to defer certain employer payroll tax payments~~that provides economic relief in ~~2020~~response to the ~~end of 2021~~pandemic and ~~2022. Finally, the Company is evaluating and may pursue Employee Retention Tax Credits~~expect to utilize these provisions as ~~provided under the CARES Act. The Company continually monitors guidance from the U.S. Department of the Treasury (the "Treasury") and the Internal Revenue Service to~~we determine ~~whether additional tax benefits are available from this legislation and similar stimulus efforts.~~

necessary or desirable.

Net income (loss) attributable to Gannett and diluted income (loss) per share attributable to Gannett

For the three months ended June 30, 2021, Net income attributable to Gannett and diluted income per share attributable to Gannett were $15.1 million and $0.10, respectively, compared to Net loss attributable to Gannett ~~was $436.9 million~~ and diluted loss per share attributable to Gannett ~~per share was~~of $436.9 million and $3.32 for the ~~second quarter of~~three months ended June 30, 2020, ~~compared to net income attributable to Gannett of $2.8 million and income per share attributable to Gannett per share of $0.05 for~~respectively. For the ~~same period in 2019. The change reflects the various items discussed above.~~six months ended June 30, 2021, Net loss attributable to Gannett ~~was $517.0 million~~ and diluted loss per share attributable to Gannett ~~per share was~~were $127.2 million and $0.95, respectively, compared to $517.0 million and $3.95 for the six months ended June 30, 2020, ~~compared to net loss attributable to Gannett of $6.3 million and diluted loss per share attributable to Gannett per share of $0.10~~respectively. The change for the ~~same period in 2019. The change~~three and six months ended June 30, 2021 reflects the various items discussed above.

~~Liquidity~~

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Publishing segment

A summary of our Publishing segment results is presented below:


	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2021		2020		$		%		2021		2020		$		%
Operating revenues:
Advertising and marketing services	$	341,481	$	292,252	$	49,229	17	%	$	655,791	$	695,888	$	(40,097)	(6)	%
Circulation	310,258		342,645		(32,387)		(9)	%	635,694		717,365		(81,671)		(11)	%
Other	72,806		60,996		11,810		19	%	132,645		140,790		(8,145)		(6)	%
Total operating revenues	724,545		695,893		28,652		4	%	1,424,130		1,554,043		(129,913)		(8)	%
Operating expenses:
Operating costs	426,216		432,920		(6,704)		(2)	%	858,017		951,779		(93,762)		(10)	%
Selling, general and administrative expenses	185,930		176,043		9,887		6	%	352,133		406,856		(54,723)		(13)	%
Depreciation and amortization	36,416		56,553		(20,137)		(36)	%	82,803		123,510		(40,707)		(33)	%
Integration and reorganization costs	(197)		20,619		(20,816)		***		7,129		33,927		(26,798)		(79)	%
Asset impairments	—		6,859		(6,859)		(100)	%	833		6,859		(6,026)		(88)	%
Goodwill and intangible impairments	—		352,947		(352,947)		(100)	%	—		352,947		(352,947)		(100)	%
Net (gain) loss on sale or disposal of assets	5,890		(449)		6,339		***		10,570		143		10,427		***
Total operating expenses	654,255		1,045,492		(391,237)		(37)	%	1,311,485		1,876,021		(564,536)		(30)	%
Operating income (loss)	$	70,290	$	(349,599)	$	419,889	***		$	112,645	$	(321,978)	$	434,623	***

*** Indicates an absolute value percentage change greater than 100.

Operating revenues

The following table provides the breakout of Operating revenues by category:


	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2021		2020		$		%		2021		2020		$		%
Local and national print	$	127,600	$	117,666	$	9,934	8	%	$	244,999	$	290,836	$	(45,837)	(16)	%
Classified print	73,325		70,229		3,096		4	%	149,122		164,678		(15,556)		(9)	%
Print advertising	200,925		187,895		13,030		7	%	394,121		455,514		(61,393)		(13)	%

Digital media	94,549		65,314		29,235		45	%	174,106		151,811		22,295		15	%
Digital marketing services	33,221		23,640		9,581		41	%	61,574		54,179		7,395		14	%
Digital classified	12,786		15,403		(2,617)		(17)	%	25,990		34,384		(8,394)		(24)	%
Digital advertising and marketing services	140,556		104,357		36,199		35	%	261,670		240,374		21,296		9	%

Advertising and marketing services	341,481		292,252		49,229		17	%	655,791		695,888		(40,097)		(6)	%

Print circulation	286,252		325,459		(39,207)		(12)	%	588,509		684,377		(95,868)		(14)	%
Digital-only circulation	24,006		17,186		6,820		40	%	47,185		32,988		14,197		43	%
Circulation	310,258		342,645		(32,387)		(9)	%	635,694		717,365		(81,671)		(11)	%

Other	72,806		60,996		11,810		19	%	132,645		140,790		(8,145)		(6)	%

Total operating revenues	$	724,545	$	695,893	$	28,652	4	%	$	1,424,130	$	1,554,043	$	(129,913)	(8)	%

For the three months ended June 30, 2021, Print advertising revenues increased $13.0 million, mainly due to an improvement in operating trends since the second quarter of 2020, which was the quarter most significantly impacted by the

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COVID-19 pandemic. For the three months ended June 30, 2021, Local and national print advertising revenues increased $9.9 million, compared to the three months ended June 30, 2020, primarily due to higher advertising volumes and an increase in advertiser inserts. For the three months ended June 30, 2021, Classified print advertising revenues increased $3.1 million, compared to the three months ended June 30, 2020, due to increased spend in classified advertisements, including legal, employment and real estate. For the six months ended June 30, 2021, the overall decline in Print advertising revenues of $61.4 million was driven by secular industry trends impacting all categories. For the six months ended June 30, 2021, Local and national print advertising revenues decreased $45.8 million compared to the six months ended June 30, 2020, due to lower advertising volume and a decline in advertiser inserts. For the six months ended June 30, 2021, Classified print advertising revenues decreased $15.6 million compared to the six months ended June 30, 2020, due to reduced spend in classified advertisements, including legal, real estate and automotive.

For the three months ended June 30, 2021, Digital advertising and marketing services revenues increased $36.2 million, due to an increase of $29.2 million in Digital media revenues, an increase of $9.6 million in Digital marketing services revenues, and a decrease of $2.6 million in Digital classified revenues, compared to the three months ended June 30, 2020. For the six months ended June 30, 2021, Digital advertising and marketing services revenues increased $21.3 million, due to an increase of $22.3 million in Digital media revenues across both owned and operated sites as well as third-party sites, an increase of $7.4 million in Digital marketing services revenues, and a decrease of $8.4 million Digital classified revenues compared to the six months ended June 30, 2020. For both the three and six months ended June 30, 2021, the overall increase in Digital advertising and marketing services revenues was due to an increase in Digital media spend and Digital marketing services revenues as well as an improvement in operating trends since the second quarter of 2020, which was the quarter most significantly impacted by the COVID-19 pandemic. The increase in Digital media revenues for the three and six months ended June 30, 2021 was driven by a higher mix of premium media sold as well as an overall increase in rate. The increase in Digital marketing services revenues for the three and six months ended June 30, 2021 was due to higher client counts and higher average revenue per customer for digital marketing services sold primarily as a result of focusing on strategic initiatives across our local marketing sales force. The decrease in Digital classified revenues for the three and six months ended June 30, 2021 was due to reductions in spend in automotive, employment and obituary classified advertisements.

For the three and six months ended June 30, 2021, Print circulation revenues decreased $39.2 million and $95.9 million, respectively, compared to the three and six months ended June 30, 2020, driven by a reduction in the volume of home delivery subscribers and a decline in single copy sales reflecting the overall secular trends impacting the industry as well as the impact of the COVID-19 pandemic on business travel and overall consumer activity. For the three and six months ended June 30, 2021, Digital-only circulation revenues increased $6.8 million and $14.2 million, respectively, compared to the three and six months ended June 30, 2020, driven by an increase of 41% in paid digital-only subscribers, including those subscribers on introductory subscription offers, to approximately 1.4 million compared to the prior year as well as a slight increase in average revenue per customer.

For the three months ended June 30, 2021, Other revenues increased $11.8 million compared to the three months ended June 30, 2020, primarily due to commercial print customer retention and growth in local markets, as well as an increase in digital content syndication volume compared to the second quarter of 2020, which was the quarter most impacted by the COVID-19 pandemic. For the six months ended June 30, 2021, Other revenues decreased $8.1 million compared to the six months ended June 30, 2020, primarily due to a decline in event revenues due to fewer in-person events during the six months ended June 30, 2021 compared to the same period in the prior year as a result of the COVID-19 pandemic, as well as declines in the commercial print and delivery business, driven by secular trends impacting the industry, partially offset by an increase digital content syndication volume.

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Operating expenses

For the three and six months ended June 30, 2021, Operating costs decreased $6.7 million and $93.8 million, respectively, compared to the three and six months ended June 30, 2020. The following table provides the breakout of the decrease in Operating costs:


	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2021		2020		$		%		2021		2020		$		%
Newsprint and ink	$	23,713	$	29,542	$	(5,829)	(20)	%	$	51,984	$	69,847	$	(17,863)	(26)	%
Distribution	112,446		100,627		11,819		12	%	208,551		207,579		972		—	%
Compensation and benefits	137,775		144,246		(6,471)		(4)	%	284,893		325,354		(40,461)		(12)	%
Outside services	88,918		78,641		10,277		13	%	157,682		164,473		(6,791)		(4)	%
Other	63,364		79,864		(16,500)		(21)	%	154,907		184,526		(29,619)		(16)	%
Total operating costs	$	426,216	$	432,920	$	(6,704)	(2)	%	$	858,017	$	951,779	$	(93,762)	(10)	%

For the three and six months ended June 30, 2021, Newsprint and ink costs decreased $5.8 million and $17.9 million, respectively, compared to the three and six months ended June 30, 2020, mainly due to lower print circulation driven by the decline in volume of home delivery and single copy sales, and for the six months ended June 30, 2021 due to declines in print advertising volumes.

For the three months ended June 30, 2021, Distribution costs increased $11.8 million compared to the three months ended June 30, 2020, primarily driven by an increase in distribution postage, an increase in costs associated with distribution employees and contractors related to overtime costs resulting from labor shortages as well as activity in our commercial print business during the quarter. For the six months ended June 30, 2021, Distribution costs were essentially flat compared to the six months ended June 30, 2020 as the increases for the three months ended June 30, 2021 were offset by the decline in print circulation and print advertising volumes incurred in the first quarter of 2021.

For the three and six months ended June 30, 2021, Compensation and benefits costs decreased $6.5 million and $40.5 million, respectively, compared to the three and six months ended June 30, 2020, due to the benefit in 2021 of cost containment initiatives implemented in the second half of 2020 in connection with the COVID-19 pandemic, as well as a reduction in costs associated with ongoing integration efforts, including headcount reductions, offset by the absence of the temporary reduction of expenses in the prior year, such as furloughs and wage reductions in response to the COVID-19 pandemic.

For the three months ended June 30, 2021, Outside services costs, which includes outside printing, professional services fulfilled by third parties, paid search and ad serving, feature services, and credit card fees, increased $10.3 million compared to the three months ended June 30, 2020, due to higher costs associated with the increase in Digital media and Digital marketing services revenues, including paid search fees and affiliate revenue share as well as other related costs, offset by the benefits in 2021 of cost containment initiatives implemented in the second half of 2020 in connection with the COVID-19 pandemic and a reduction in costs associated with ongoing integration efforts. For the six months ended June 30, 2021, Outside services costs decreased $6.8 million compared to the six months ended June 30, 2020, due to the benefit in 2021 of cost containment initiatives implemented in the second half of 2020 in connection with the COVID-19 pandemic and a reduction in costs associated with ongoing integration efforts, offset by higher costs associated with the increase in Digital media and Digital marketing services revenues, including paid search fees and affiliate revenue share as well as other related costs.

For the three and six months ended June 30, 2021, Other costs, which primarily includes travel, and facility and equipment costs, decreased $16.5 million and $29.6 million, respectively, compared to the three and six months ended June 30, 2020, due to a reduction in costs associated with ongoing integration efforts and cost containment initiatives.

For the three and six months ended June 30, 2021, Selling, general and administrative expenses increased $9.9 million and decreased $54.7 million, respectively, compared to the three and six months ended June 30, 2020. The following table provides the breakout of the decrease in Selling, general and administrative expenses:

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	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2021		2020		$		%		2021		2020		$		%
Compensation and benefits	$	100,403	$	88,423	$	11,980	14	%	$	190,113	$	201,950	$	(11,837)	(6)	%
Outside services and other	85,527		87,620		(2,093)		(2)	%	162,020		204,906		(42,886)		(21)	%
Total Selling, general and administrative expenses	$	185,930	$	176,043	$	9,887	6	%	$	352,133	$	406,856	$	(54,723)	(13)	%

For the three months ended June 30, 2021, Compensation and benefits costs increased $12.0 million compared to the three months ended June 30, 2020, due to the negative impact of higher commission expenses driven by the growth in Advertising and marketing services revenues as well as a difficult comparison to the second quarter of 2020 due to the temporary reduction of expenses in the prior year quarter, such as furloughs and wage reductions, related to cost containment initiatives driven by the COVID-19 pandemic. For the six months ended June 30, 2021, Compensation and benefits costs decreased $11.8 million compared to the six months ended June 30, 2020, due to the benefit in 2021 of cost containment initiatives implemented in the second half of 2020 in connection with the COVID-19 pandemic, as well as a reduction in costs associated with ongoing integration efforts, including headcount reductions, partially offset by the negative impact of higher payroll and commission expenses driven by the growth in Advertising and marketing services revenues and the absence of the temporary reduction of expenses in the prior year, such as furloughs and wage reductions.

For the three and six months ended June 30, 2021, Outside services and other costs, which includes services fulfilled by third parties, decreased $2.1 million and $42.9 million, respectively, compared to the three and six months ended June 30, 2020, due to lower facility related costs, lower bad debt expense and the benefit in 2021 of cost containment initiatives implemented in the second half of 2020 in connection with the COVID-19 pandemic.

For the three and six months ended June 30, 2021, Depreciation and amortization expenses decreased $20.1 million and $40.7 million, respectively, compared to the three and six months ended June 30, 2020, due to a decrease in accelerated depreciation of $9.9 million and $25.5 million, respectively, as a result of fewer print facility shutdowns and strategic dispositions of real estate during the period related to ongoing cost reduction programs.

For the three and six months ended June 30, 2021, Integration and reorganization costs decreased $20.8 million and $26.8 million, respectively, compared to the three and six months ended June 30, 2020 due to a decrease in severance costs of $17.7 million and $23.2 million, respectively, as well as a decrease in other costs, including those for the consolidation of operations of $3.1 million and $3.6 million, respectively. For the three and six months ended June 30, 2021, severance costs were primarily related to facility consolidation activities. For the three and six months ended June 30, 2020, severance costs were related to acquisition-related synergies and the consolidation of the business due to our acquisition of Gannett Co., Inc. (which was renamed Gannett Media Corp. and is referred to as "Legacy Gannett") in the fourth quarter of 2019.

For the three and six months ended June 30, 2021, we did not incur any goodwill and intangible impairments. For the three and six months ended June 30, 2020, we recorded a goodwill and intangible impairment charge of $352.9 million at the Publishing segment, primarily due to the impact of the COVID-19 pandemic on our operations.

For the three and six months ended June 30, 2021, Loss on the sale or disposal of assets increased $6.3 million and $10.4 million, respectively, compared to the three and six months ended June 30, 2020, driven by the sale of assets in 2021 as part of our plan to monetize non-core assets.

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Publishing segment Adjusted EBITDA


	Three months ended June 30,										Six months ended June 30,
							Change										Change
In thousands	2021			2020			$		%		2021			2020			$		%
Net income (loss) attributable to Gannett	$	96,431		$	(328,207)		$	424,638	***		$	162,655		$	(281,213)		$	443,868	***
Interest expense	—			92			(92)		(100)	%	—			110			(110)		(100)	%

Non-operating pension income	(23,906)			(17,480)			(6,426)		37	%	(47,784)			(35,953)			(11,831)		33	%
Other non-operating income, net	(1,829)			(3,066)			1,237		(40)	%	(1,435)			(3,530)			2,095		(59)	%
Depreciation and amortization	36,416			56,553			(20,137)		(36)	%	82,803			123,510			(40,707)		(33)	%
Integration and reorganization costs	(197)			20,619			(20,816)		***		7,129			33,927			(26,798)		(79)	%
Asset impairments	—			6,859			(6,859)		(100)	%	833			6,859			(6,026)		(88)	%
Goodwill and intangible impairments	—			352,947			(352,947)		(100)	%	—			352,947			(352,947)		(100)	%
Net (gain) loss on sale or disposal of assets	5,890			(449)			6,339		***		10,570			143			10,427		***
Other items	1,384			4,123			(2,739)		(66)	%	1,626			6,214			(4,588)		(74)	%
Adjusted EBITDA (non-GAAP basis)	$	114,189		$	91,991		$	22,198	24	%	$	216,397		$	203,014		$	13,383	7	%
Net income (loss) attributable to Gannett margin	13.3		%	(47.2)		%					11.4		%	(18.1)		%
Adjusted EBITDA margin (non-GAAP basis)(a)	15.8		%	13.2		%					15.2		%	13.1		%

*** Indicates an absolute value percentage change greater than 100.

(a)We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues.

Adjusted EBITDA for our Publishing segment was $114.2 million and $216.4 million for the three and six months ended June 30, 2021, respectively, an increase of $22.2 million and $13.4 million compared to the three and six months ended June 30, 2020, respectively. The increase for the three and six months ended June 30, 2021 was primarily attributable to the changes discussed above.

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Digital Marketing Solutions segment

A summary of our Digital Marketing Solutions segment results is presented below:


	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2021		2020		$		%		2021		2020		$		%
Operating revenues:
Advertising and marketing services	$	110,037	$	89,809	$	20,228	23	%	$	211,413	$	206,092	$	5,321	3	%
Other	—		4,754		(4,754)		(100)	%	905		9,752		(8,847)		(91)	%
Total operating revenues	110,037		94,563		15,474		16	%	212,318		215,844		(3,526)		(2)	%
Operating expenses:
Operating costs	74,429		63,264		11,165		18	%	143,707		136,519		7,188		5	%
Selling, general and administrative expenses	23,079		29,158		(6,079)		(21)	%	46,910		69,892		(22,982)		(33)	%
Depreciation and amortization	7,850		4,004		3,846		96	%	15,679		11,335		4,344		38	%
Integration and reorganization costs	204		2,962		(2,758)		(93)	%	370		4,351		(3,981)		(91)	%

Goodwill and intangible impairments	—		40,499		(40,499)		***		—		40,499		(40,499)		***
Net (gain) loss on sale or disposal of assets	(527)		516		(1,043)		***		(527)		539		(1,066)		***
Total operating expenses	105,035		140,403		(35,368)		(25)	%	206,139		263,135		(56,996)		(22)	%
Operating income (loss)	$	5,002	$	(45,840)	$	50,842	***		$	6,179	$	(47,291)	$	53,470	***

*** Indicates an absolute value percentage change greater than 100.

Operating revenues

For the three and six months ended June 30, 2021, Advertising and marketing services revenues increased $20.2 million and $5.3 million compared to the three and six months ended June 30, 2020. The increase for the three months ended June 30, 2021 was primarily driven by growth in the core ReachLocal business and an improvement in operating trends since the second quarter of 2020, which was the quarter most significantly impacted by the COVID-19 pandemic. The increase for the six months ended June 30, 2021 was primarily due to growth in the core ReachLocal business, partially offset by the absence of $10.4 million of revenues in 2021 as a result of the change in media rebate programs, as well as the absence of revenues associated with a business we divested in the third quarter of 2020.

For the three and six months ended June 30, 2021, Other revenues decreased $4.8 million and $8.8 million, respectively, compared to the three and six months ended June 30, 2020, primarily due to the absence of revenues related to systems integration services associated with a business we divested in the fourth quarter of 2020.

Operating expenses

For the three and six months ended June 30, 2021, Operating costs increased $11.2 million and $7.2 million, respectively, compared to the three and six months ended June 30, 2020. The following table provides the breakout of Operating costs:


	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2021		2020		$		%		2021		2020		$		%
Compensation and benefits	$	7,680	$	10,594	$	(2,914)	(28)	%	$	15,815	$	24,223	$	(8,408)	(35)	%
Outside services	64,400		48,927		15,473		32	%	123,091		103,934		19,157		18	%
Other	2,349		3,743		(1,394)		(37)	%	4,801		8,362		(3,561)		(43)	%
Total operating costs	$	74,429	$	63,264	$	11,165	18	%	$	143,707	$	136,519	$	7,188	5	%

For the three and six months ended June 30, 2021, Compensation and benefits costs decreased $2.9 million and $8.4 million, respectively, compared to the three and six months ended June 30, 2020, due to the benefit in 2021 of cost containment initiatives implemented in the second half of 2020 in connection with the COVID-19 pandemic, as well as a reduction in costs

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associated with ongoing integration efforts, including headcount reductions, offset by the absence of the temporary reduction of expenses in the prior year, such as furloughs and wage reductions.

For the three and six months ended June 30, 2021, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, increased $15.5 million and $19.2 million, respectively, compared to the three and six months ended June 30, 2020, due to an increase in expenses associated with third-party media fees driven by an increase in corresponding revenue.

For the three and six months ended June 30, 2021, Selling, general and administrative expenses decreased $6.1 million and $23.0 million, respectively, compared to the three and six months ended June 30, 2020. The following table provides the breakout of the decrease in Selling, general and administrative expenses by category:


	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2021		2020		$		%		2021		2020		$		%
Compensation and benefits	$	17,175	$	27,947	$	(10,772)	(39)	%	$	35,237	$	63,720	$	(28,483)	(45)	%
Outside services and other	5,904		1,211		4,693		***		11,673		6,172		5,501		89	%
Total Selling, general and administrative expenses	$	23,079	$	29,158	$	(6,079)	(21)	%	$	46,910	$	69,892	$	(22,982)	(33)	%

*** Indicates an absolute value percentage change greater than 100.

For the three and six months ended June 30, 2021, Compensation and benefits costs decreased $10.8 million and $28.5 million, respectively, compared to the three and six months ended June 30, 2020, due to the benefit in 2021 of cost containment initiatives implemented in the second half of 2020 in connection with the COVID-19 pandemic, as well as a reduction in costs associated with ongoing integration efforts, including headcount reductions, offset by the absence of the temporary reduction of expenses in the prior year, such as furloughs and wage reductions.

For the three and six months ended June 30, 2021, Outside services and other costs increased $4.7 million and $5.5 million, respectively, compared to the three and six months ended June 30, 2020, due to an increase in various miscellaneous expenses.

For the three and six months ended June 30, 2021, Integration and reorganization costs decreased $2.8 million and $4.0 million, respectively, compared to the three and six months ended June 30, 2020 due to lower severance costs of $2.8 million and $4.2 million, respectively. For the three and six months ended June 30, 2020, severance costs were related to acquisition-related synergies and the consolidation of the business due to our acquisition of Legacy Gannett in the fourth quarter of 2019.

For the three and six months ended June 30, 2021, we did not incur any goodwill and intangible impairments. For the three and six months ended June 30, 2020, we recorded a goodwill and intangible impairment charge of $40.5 million at the DMS segment, primarily due to the impact of the COVID-19 pandemic on our operations.

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Digital Marketing Solutions segment Adjusted EBITDA


	Three months ended June 30,										Six months ended June 30,
							Change										Change
In thousands	2021			2020			$		%		2021			2020			$		%
Net income (loss) attributable to Gannett	$	4,904		$	(43,226)		$	48,130	***		$	5,985		$	(48,301)		$	54,286	***
Other non-operating expense (income), net	98			(2,614)			2,712		***		194			1,010			(816)		(81)	%
Depreciation and amortization	7,850			4,004			3,846		96	%	15,679			11,335			4,344		38	%
Integration and reorganization costs	204			2,962			(2,758)		(93)	%	370			4,351			(3,981)		(91)	%
Goodwill and intangible impairments	—			40,499			(40,499)		***		—			40,499			(40,499)		***
Net (gain) loss on sale or disposal of assets	(527)			516			(1,043)		***		(527)			539			(1,066)		***
Other items	—			643			(643)		***		—			1,235			(1,235)		***
Adjusted EBITDA (non-GAAP basis)	$	12,529		$	2,784		$	9,745	***		$	21,701		$	10,668		$	11,033	***
Net income (loss) attributable to Gannett margin	4.5		%	(45.7)		%					2.8		%	(22.4)		%
Adjusted EBITDA margin (non-GAAP basis)(a)	11.4		%	2.9		%					10.2		%	4.9		%

*** Indicates an absolute value percentage change greater than 100.

(a)We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues.

Adjusted EBITDA for our Digital Marketing Solutions segment was $12.5 million and $21.7 million for the three and six months ended June 30, 2021, respectively, compared to $2.8 million and $10.7 million in three and six months ended June 30, 2020, respectively, primarily attributable to the changes discussed above.

Corporate and other category

For the three months ended June 30, 2021, Corporate and other operating revenues were $1.7 million compared to $2.4 million for the three months ended June 30, 2020. For the six months ended June 30, 2021, Corporate and other operating revenues were $4.8 million compared to $5.4 million for the six months ended June 30, 2020.

For the three and six months ended June 30, 2021, Corporate and other operating expenses decreased $13.0 million and $33.4 million, respectively, compared to the three and six months ended June 30, 2020. The following table provides the breakout of the decrease in Corporate and Other operating expenses:


	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2021		2020		$		%		2021		2020		$		%
Operating expenses:
Operating costs	$	4,539	$	4,691	$	(152)	(3)	%	$	8,495	$	10,439	$	(1,944)	(19)	%
Selling, general and administrative expenses	13,895		22,997		(9,102)		(40)	%	28,164		52,947		(24,783)		(47)	%
Depreciation and amortization	3,976		5,770		(1,794)		(31)	%	7,863		9,507		(1,644)		(17)	%
Integration and reorganization costs	8,437		8,725		(288)		(3)	%	14,349		22,282		(7,933)		(36)	%
Other operating expenses	774		2,379		(1,605)		(67)	%	11,350		8,348		3,002		36	%

Net (gain) loss on sale or disposal of assets	(69)		21		(90)		***		(4)		63		(67)		***
Total operating expenses	$	31,552	$	44,583	$	(13,031)	(29)	%	$	70,217	$	103,586	$	(33,369)	(32)	%

*** Indicates an absolute value percentage change greater than 100.

For the three months ended June 30, 2021, Corporate and other operating expenses decreased $13.0 million compared to the three months ended June 30, 2020 due to a decrease in Selling, general and administrative expenses of $9.1 million, mainly consisting of cost containment initiatives, offset by the absence of the temporary reduction of expenses in the prior year, such as

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furloughs and wage reductions, a decrease in Depreciation and amortization of $1.8 million, and a decrease in Other operating expenses of $1.6 million, which was primarily due to $0.7 million of third-party fees related to the 5-Year Term Loan (defined below) expensed during the three months ended June 30, 2021 compared to $2.4 million of Acquisition costs incurred during the three months ended June 30, 2020.

For the six months ended June 30, 2021, Corporate and other operating expenses decreased $33.4 million due to a decrease in Selling, general and administrative expenses of $24.8 million, mainly consisting of cost containment initiatives, offset by the absence of the temporary reduction of expenses in the prior year, such as furloughs and wage reductions, a decrease in Integration and reorganization costs of $7.9 million, driven by a decrease in severance of $11.8 million, offset by an increase of $3.9 million in costs associated with systems implementation and outsourcing of corporate functions. These decreases were offset by an increase in Other operating expenses of $3.0 million, which was primarily due to $10.9 million of third-party fees related to the 5-Year Term Loan expensed during the six months ended June 30, 2021 compared to $8.3 million of Acquisition costs incurred during the six months ended June 30, 2020.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements are for working capital, debt obligations, and capital ~~resources~~expenditures.

~~Our~~We expect to fund our operations ~~which~~through cash provided by operating activities. We expect we will have ~~historically generated strong positive cash flow, are expected to provide sufficient~~adequate capital resources and liquidity ~~together with cash on hand,~~ to meet our ongoing ~~liquidity requirements, primarily operating expenses, interest expense~~working capital needs, borrowing obligations, and all required capital expenditures.

Details of our cash flows are included in the table below:


	Six months ended June 30,
In thousands	2021		2020
Net cash provided by operating activities	$	92,587	$	24,640
Net cash provided by (used for) investing activities	7,185		(3,026)
Net cash used for financing activities	(120,979)		(20,331)
Effect of currency exchange rate change on cash	625		(780)
(Decrease) increase in cash, cash equivalents and restricted cash	$	(20,582)	$	503

Six months ended June 30,
In thousands 2020 2019
Net cash provided by operating activities $ 24,640
$ 57,653
Net cash used for investing activities (3,026 ) (37,180 )
Net cash used for financing activities (20,331 ) (50,062 )
Effect of currency exchange rate change on cash (780 ) 3
Increase (decrease) in cash $ 503
$ (29,586 )

~~Operating cash~~Cash flows

provided by operating activities: Our largest source of cash provided by our operations is ~~advertising~~Advertising revenues primarily generated from ~~local~~Local and national advertising and marketing services revenues (retail, classified, and online). Additionally, we generate cash through circulation subscribers, commercial printing and delivery services to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery, and outside services.

Our net cash flow ~~from~~provided by operating activities was $92.6 million for the six months ended June 30, 2021, compared to net cash provided by operating activities of $24.6 million for the ~~first~~ six months ~~of 2020, a decrease of $33.0 million compared to the same period in 2019.~~ended June 30, 2020. The ~~decrease~~increase in net cash flow ~~from~~provided by operating activities was primarily due to a decrease in interest paid on ~~the term loan~~debt of ~~$124.7~~$75.4 million, ~~and~~a decrease in severance payments of ~~$41.2~~$22.1 million, $16.4 million in PPP funding received in support of certain of our locations that were meaningfully affected by the COVID-19 pandemic and an increase in tax refunds of $7.0 million. These increases were partially offset by ~~increases~~a decrease in working capital ~~attributable~~of $30.0 million due to the ~~merger with Legacy Gannett~~overall timing of payments, including accrued compensation and accounts receivable collections, and an increase in ~~November 2019.~~contributions to our pension and other postretirement benefit plans of $16.8 million.

~~Investing cash~~Cash flows provided by (used for) investing activities: Cash flows provided by investing activities totaled $7.2 million for the six months ended June 30, 2021 compared to $3.0 million used for investing activities in the six months ended June 30, 2020. This increase was primarily due to a decrease in purchases of property, plant and equipment of $6.3 million and an increase in proceeds from the sale of real estate and other assets of $5.5 million.

Cash flows used for investing activities totaled $3.0 million for the first six months of 2020, primarily consisting of capital expenditures of $22.2 million, partially offset by proceeds from sale of certain assets of $17.8 million.

Cash flows used for investing activities totaled $37.2 million for the first six months of 2019, primarily consisting of payments for acquisitions, net of cash acquired, of $39.4 million and capital expenditures of $4.9 million, offset by proceeds from sales of certain assets of $7.1 million.

~~Financing cash flows~~

financing activities:Cash flows used for financing activities totaled $121.0 million for the six months ended June 30, 2021 compared to $20.3 million for the ~~first~~ six months ended June 30, 2020. This increase was primarily due to an increase in net repayments under term loans of ~~2020, primarily consisting of repayments of borrowings under our Apollo term loan facility of $19.0~~$65.6 million and ~~$1.9 million in payments for employee taxes withheld from stock awards.~~

~~Cash flows used for financing activities totaled $50.1 million for the first six months of 2019, primarily consisting of the~~ payments of ~~dividends~~debt issuance costs of $46.1 million and repayments of borrowings under our term loan facility $11.3 million and $0.7 million in payments for employee taxes withheld from stock awards, offset by net borrowings under the revolving credit facility of $8.0$33.9 million.

~~Apollo~~Senior Secured 5-Year Term Loan

~~In November 2019, pursuant to the acquisition~~

Table of ~~Legacy Gannett, the Company~~Contents

On February 9, 2021, we entered into a five-year, senior-secured term loan facility with ~~Apollo Capital Management, L.P. ("Apollo")~~the lenders from time to time party thereto and Citibank, N.A., as collateral agent and administrative agent for the lenders, in an aggregate principal amount of ~~approximately $1.8 billion.~~$1.045 billion (the "5-Year Term Loan"). The ~~term loan facility, which~~5-Year Term Loan matures on ~~November 19, 2024, generally~~February 9, 2026 and, at the Company's option, bears interest at the rate of ~~11.5%~~the London Interbank Offered Rate plus a margin equal to 7.00% per annum or an alternate base rate plus a margin equal to 6.00% per annum. ~~Origination~~Accordingly, we are required to dedicate a substantial portion of cash flow from operations to fund interest payments. Interest on the 5-Year Term Loan is payable every three months in arrears, beginning in May 2021.

The proceeds from the 5-Year Term Loan were used to repay the remaining principal balance and accrued interest of $1.043 billion and $13.3 million, respectively, on the Acquisition Term Loan (the "Payoff") and to pay fees ~~totaled 6.5%~~and expenses incurred to obtain the 5-Year Term Loan.

There were certain lenders that participated in both the Acquisition Term Loan and the new 5-Year Term Loan and their balances in the Acquisition Term Loan were deemed to be modified. The Company will continue to defer, over the new term, the deferred financing fees and original issue discount from the Acquisition Term Loan of $1.5 million and $34.7 million, respectively, related to those lenders. Further, certain lenders in the Acquisition Term Loan did not participate in the new 5-Year Term Loan and their balances in the Acquisition Term Loan were deemed to be extinguished. As a result, the Company recognized a Loss on early extinguishment of debt of $17.2 million as a result of the ~~total principal amount~~write-off of the remaining original issue discount and deferred financing ~~at closing. Pursuant~~fees related to those lenders. Third party fees of approximately $13.0 million were allocated to the ~~agreement, Apollo has~~new lenders in the ~~right~~5-Year Term Loan on a pro-rata basis, and $20.9 million of original issue discount were capitalized and will be amortized over the term of the 5-Year Term Loan using the effective interest method. Third party fees of $0.7 million and $10.9 million, which were allocated to ~~designate two individuals~~the lenders whose balances were deemed to ~~attend Board~~be modified, were expensed and recorded in Other operating expenses in the condensed consolidated statements of ~~Directors meetings as non-fiduciary~~operations and ~~non-voting observers~~comprehensive income (loss) for the three and ~~participants. In addition,~~six months ended June 30, 2021, respectively.

The 5-Year Term Loan will amortize in equal quarterly installments at a rate of 10% per annum (or, if the ~~total gross leverage~~ ratio ~~exceeds certain thresholds, Apollo has~~of Total Indebtedness secured on an equal priority basis with the ~~right~~5-Year Term Loan (net of Unrestricted Cash) to ~~appoint up to two voting directors. Upon the occurrence and during the continuance of an Event of Default~~Consolidated EBITDA (as such terms are defined in the ~~term loan facility)~~5-Year Term Loan) is equal to or less than a specified ratio, 5% per annum) (the "Quarterly Amortization Installment"), beginning September 30, 2021. In addition, we will be required to repay the ~~interest rate increases by 2.0%.~~

5-Year Term Loan from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 5-Year Term Loan and (iii) the aggregate amount of cash and cash equivalents on hand in excess of $100 million at the end of each fiscal year. The ~~term loan facility contains customary covenants and events of default, including~~5-Year Term Loan is subject to a ~~covenant that the Company~~requirement to have ~~at least $20 million of~~minimum unrestricted cash onof $30 million as of the last day of each fiscal quarter. As of June 30, 2021, we were in compliance with all of the covenants and obligations under the 5-Year Term Loan.

As of June 30, 2021, we had $990.5 million in aggregate principal outstanding under the 5-Year Term Loan with an effective interest rate of 9.5%.

Senior Secured Convertible Notes due 2027

On November 17, 2020, the Company entered into an Exchange Agreement with certain of the lenders (the "Exchanging Lenders") under the Acquisition Term Loan pursuant to which the Company and the Exchanging Lenders agreed to exchange $497.1 million in aggregate principal amount of the Company’s newly issued 6.0% Senior Secured Convertible Notes due 2027 (the "2027 Notes") for the retirement of an equal amount of term loans under the Acquisition Term Loan (the "Exchange"). The ~~term loan facility~~2027 Notes were issued pursuant to an Indenture (the "Indenture") dated as of November 17, 2020, between the Company and U.S. Bank National Association, as trustee. The Indenture, as supplemented by the Second Supplemental Indenture, includes affirmative and negative covenants that are substantially consistent with the 5-Year Term Loan, as well as customary events of default.

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Interest on the 2027 Notes is ~~required to~~payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be ~~prepaid with (i)~~converted at any ~~unrestricted~~time by the holders into cash, ~~in excess~~shares of ~~$40 million~~the Company’s Common Stock or any combination of cash and Common Stock, at the ~~end~~Company's election. The initial conversion rate is 200 shares of ~~fiscal year 2020 and fiscal year 2021, (ii) 50%~~Common Stock per $1,000 principal amount of ~~excess cash flow~~the 2027 Notes, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price").

Upon the occurrence of a "Make-Whole Fundamental Change" (as ~~such term is~~ defined in the ~~term loan facility) measured~~Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. If a "Fundamental Change" (as defined in the Indenture) occurs, the Company will be required to offer to repurchase the 2027 Notes at a repurchase price of 110% of the ~~end~~principal amount thereof.

Under the Indenture, the Company can only pay cash dividends up to ~~a step-up to 90% of excess cash flow for each period in fiscal year 2021 or later if~~an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such terms are defined in the term loan facility) is greater than or equal to 1.00 to 1.00, and (iii) 100% of the net proceeds of any non-ordinary course asset sales. The term loan facility prohibits the payment of cash dividends prior to the thirtieth day of the second quarter of 2020, and thereafter permits payment of cash dividends up to an agreed-upon amount, provided that the ratio of consolidated debt to EBITDA (as such terms are defined therein)Indenture) does not exceed a specified ~~threshold. As of June 30, 2020,~~ratio. In addition, the Indenture provides that, at any time that the Company’s Total Gross Leverage Ratio (as defined in the Indenture) exceeds 1.5 and the Company ~~is in compliance with all~~approves the declaration of a dividend, the Company must offer to purchase a principal amount of 2027 Notes equal to the proposed amount of the ~~covenants and obligations under~~dividend.

Until the ~~term loan facility.~~

~~In connection with~~four-year anniversary of the ~~Apollo term loan facility,~~issuance date, the Company ~~incurred~~will have the right to redeem for cash up to approximately ~~$4.9~~$99.4 million of ~~fees and expenses and $116.6 million~~the 2027 Notes at a redemption price of ~~lender fees which were capitalized and will be amortized over the term~~130% of the ~~term loan facility using~~principal amount thereof, with such amount reduced ratably by any principal amount of 2027 Notes that has been converted by the ~~effective interest method.~~ holders or redeemed or purchased by the Company.

The Company is permitted to prepay the principal of the term loan facility, in whole or in part, at par plus accrued and unpaid interest, without any prepayment premium or penalty. The term loan facility is2027 Notes are guaranteed by ~~the material wholly-owned~~Gannett Holdings LLC and any subsidiaries of the Company ~~and all obligations~~(collectively, the "Guarantors") that guarantee the 5-Year Term Loan. The Notes are secured by the same collateral securing the 5-Year Term Loan. The 2027 Notes rank as senior secured debt of the Company and ~~its subsidiary guarantors~~ are ~~or will be~~ secured by ~~first~~a second priority ~~liens~~lien on certain material real property, equity interests, land, buildings, and fixtures. The term loan facility contains customary representations and warranties, affirmative covenants, and negative covenants applicable to the ~~Company and its subsidiaries, including, among other things, restrictions on~~same collateral package securing the indebtedness ~~liens, investments, fundamental changes, dispositions, dividends and other distributions, capital expenditures, and events of default. The Company used~~incurred in connection with the ~~proceeds of~~5-Year Term Loan.

For the term loan facility to (i) partially fund the acquisition of Legacy Gannett, (ii) repay, prepay, repurchase, redeem, or otherwise discharge in full each of the existing financing facilities (as defined in the agreement and discussed in part below), and (iii) pay fees and expenses incurred to obtain the term loan facility.

As of June 30, 2020, the Company had $1.7 billion in aggregate principal outstanding under the term loan facility, $4.4 million of deferred financing costs, and $99.4 million of capitalized lender fees. During the three and six months ended June 30, ~~2020,~~2021, no shares were issued upon conversion, exercise, or satisfaction of the Company recorded $50.6 million and $101.4 million in interest expense, respectively, $5.9 million and $11.8 million in amortization of deferred financing costs, respectively, and $0.4 million and $1.2 millionrequired conditions. Refer to Note 10 — Supplemental equity information to the condensed consolidated financial statements for ~~loss on early extinguishment of debt, respectively. During the three months ended June 30, 2020, the Company paid $124.7 million in interest. The effective interest rate is 12.9%.~~

~~Convertible debt~~

On April 9, 2018, Legacy Gannett completed an offering of 4.75% convertible senior notes, resulting in total aggregate principal of $201.3 million and net proceeds of approximately $195.3 million. Interestdetails on the ~~notes is payable semi-annually in arrears. The notes mature on April 15, 2024 with our earliest redemption date being April 15, 2022. The stated conversion rate of the notes is 82.4572 shares~~convertible debt's impact to diluted earnings per ~~$1,000 in principal or approximately $12.13 per share.~~

Senior Convertible Notes due 2024

Additional information

We continue to evaluate ~~the impacts of the COVID-19 pandemic on~~ our results of operations, liquidity and cash ~~flows. As~~flows, and as part of these measures, we have taken steps to manage cash outflow by rationalizing expenses and implementing various cost containment initiatives. ~~These initiatives include, but are~~The Company does not ~~limited to, strategic reductions in force, furloughs, reductions in~~presently pay for senior management and the cancellation of certain non-essential expenditures. We continue to evaluate opportunities to manage the amount and timing of significant expenditures associated with vendors, creditors, and pension regulators.

~~In connection with these measures, we previously announced that the Board of Directors had determined it is in the best interest of the Company to preserve liquidity by suspending the~~a quarterly dividend ~~until economic conditions improve. We expect~~and has no current intention to reinstate the ~~dividend when appropriate but cannot provide assurance if or when we will resume paying dividends on a regular basis.~~dividend. In addition, the terms of our indebtedness, including our credit facility, the 5-Year Term Loan, and the Indenture for the 2027 Notes have terms that restrict our ability to pay dividends.

The CARES Act, enacted March 27, 2020, ~~provides~~provided various forms of relief to companies impacted by the COVID-19 pandemic. As part of the relief available under the CARES Act, we ~~have enacted a plan to defer~~deferred remittance of our 2020 Federal Insurance Contributions Act taxes as allowed by the legislation. The Company was able to defer $41.6 million of the employer portion of FICA taxes for payroll paid between March 27, 2020 and December 31, 2020. The Company will have until December 31, 2021, to pay 50% of the FICA deferral with the remaining 50% to be remitted on or before December 31, 2022.

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~~In the U.K. we have negotiated a deferral of $12 million in pension contributions due in 2020 to now be paid in 2021.~~

For the Gannett Retirement Plan in the U.S., we have deferred our contractual contribution and negotiated a contribution payment plan of $5$5.0 million per quarter ~~starting December 31, 2020~~ through ~~the end of the~~ September 30, 2022. ~~Additionally, $11 million in minimum required contributions~~

We expect our capital expenditures for the ~~2019 plan year,~~remainder of 2021 to total approximately $24.1 million. These capital expenditures are anticipated to be primarily comprised of projects related to digital product development, costs associated with our print and technology systems, and system upgrades.

Our leverage may adversely affect our business and financial performance and restricts our operating flexibility. The level of our indebtedness and our ongoing cash flow requirements may expose us to a risk that a substantial decrease in operating cash flows due to, among other things, continued or additional adverse economic developments or adverse developments in our business, could make it difficult for us to meet the financial and operating covenants contained in our 5-Year Term Loan. In addition, our leverage may limit cash flow available for general corporate purposes such as ~~required by ERISA, have been deferred until January 1, 2021.~~capital expenditures and our flexibility to react to competitive, technological, and other changes in our industry and economic conditions generally.

Although we currently forecast sufficient ~~near-term~~ liquidity, ~~the ultimate impact~~a resurgence of the COVID-19 pandemic ~~remains uncertain~~ and related counter-measures could have a material negative impact on ~~the Company's~~our liquidity and ~~its~~our ability to meet ~~its~~our ongoing obligations, including ~~its~~ obligations under the ~~Apollo term loan facility. As the implications of~~5-Year Term Loan. The Company continues to closely monitor the COVID-19 pandemic ~~continue to evolve, we~~and will continue to ~~closely monitor and explore additional opportunities~~take the steps necessary to appropriately manage liquidity.

~~Non-GAAP Financial Measures~~CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

See our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for a discussion of our critical accounting policies and use of estimates. There have been no material changes to our critical accounting policies and use of estimates discussed in such report.

NON-GAAP FINANCIAL MEASURES

A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so ~~adjusted~~excluded or included in the most comparable U.S. GAAP measure. ~~We define and use Adjusted EBITDA, a non-GAAP financial measure, as set forth below.~~

Adjusted EBITDA,

Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett are non-GAAP financial measures we believe offer a useful view of the overall operation of our businesses and may be different than similarly-titled measures used by other companies. We define Adjusted EBITDA as ~~net~~Net income (loss) ~~from continuing operations~~ attributable to Gannett before:

(1) Income tax expense (benefit);

, (2) Interest ~~expense;~~

expense, (3) Gains or losses on the early extinguishment of ~~debt;~~

debt, (4) Non-operating pension income (expense), (5) Loss on Convertible notes derivative, (6) Other non-operating items, ~~primarily pension costs;~~

including equity income, (7) Depreciation and ~~amortization;~~

amortization, (8) Integration and reorganization ~~costs;~~

~~Impairment of property, plant and equipment;~~

costs, (9) Asset impairments, (10) Goodwill and intangible ~~impairments;~~

~~Net loss (gain)~~impairments, (11) Gains or losses on the sale or disposal of ~~assets;~~

~~Equity-based compensation;~~

~~Acquisition costs;~~assets, (12) Share-based compensation, (13) Other operating expenses, including third-party debt expenses and

~~Certain~~ acquisition costs, (14) Gains or losses on the sale of investments and (15) certain other non-recurring charges. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues. We define Adjusted Net income (loss) attributable to Gannett before (1) Gains or losses on the early extinguishment of debt, (2) Loss on Convertible notes derivative, (3) Integration and reorganization costs, (4) Other operating expenses, including third-party debt expenses and acquisition costs, (5) Asset impairments, (6) Goodwill and intangibles impairments, (7) Gains or losses on the sale or disposal of assets, and (8) the tax impact of the above items.

Management’s ~~Use~~use of Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett

Adjusted EBITDA, isAdjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett are not ~~a measurement~~measurements of financial performance under GAAP and should not be considered in isolation or as an alternative to income from operations, net income (loss), ~~cash flow from continuing operating activities,~~ or any other measure of performance or liquidity derived in accordance with U.S. GAAP. We believe ~~this~~these non-GAAP ~~measure~~financial measures, as we have defined ~~it is~~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. ~~This measure provides~~These measures provide an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as to achieve optimal financial performance.

Adjusted EBITDA, ~~provides~~Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett provide us with ~~a measure~~measures of financial performance, independent of items that are beyond the control of management in the short-term, such as

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depreciation and amortization, taxation, non-cash impairments, and interest expense associated with our capital structure. ~~This metric measures~~These metrics measure our financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted EBITDA, ~~is one of the~~Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett are metrics we use to review the financial performance of our business on a monthly basis.

~~Limitations of Adjusted EBITDA~~

Adjusted EBITDA has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for GAAP measures of earnings or cash flows. Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA and using this non-GAAP financial measure as compared to GAAP net income (loss) include: the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to impairment of property, plant and equipment, which may significantly affect our financial results.

A reader of our financial statements may find this item important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

Adjusted EBITDA is not an alternative to net income, income from operations, or cash flows provided by or used in operations as calculated and presented in accordance with GAAP. Readers of our financial statements should not rely on Adjusted EBITDA as a substitute for any such GAAP financial measure. We strongly urge readers of our financial statements to review the reconciliation of income (loss) from continuing operations to Adjusted EBITDA along with our consolidated financial statements included elsewhere in this report. We also strongly urge readers of our financial statements to not rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure as presented in this report may differ from and may not be comparable to similarly titled measures used by other companies.

We use Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett as ~~a measure~~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. ~~We consider~~

Limitations of Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett

Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett have limitations as an analytical tool. 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 ~~(gain) loss on early extinguishment~~adjustments to our earnings to calculate Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett and using these non-GAAP financial measures as compared to U.S. GAAP net income (loss) include: the cash portion of ~~debt to be~~ interest/financing ~~related costs associated with interest~~ expense, ~~or amortization of financing fees. Accordingly, we exclude financing related costs such as the early extinguishment of debt because they represent the write-off of deferred financing costs,~~income tax (benefit) provision, and we believe these non-cash write-offs are similar to interest expense and amortization of financing fees, which by definition are excluded from Adjusted EBITDA. Such charges are incidental to, but not reflective of, our day-to-day operating performance and it is appropriate to exclude charges related to asset impairments, which may significantly affect our financial results.

Management believes these ~~financing activities which, depending on the nature~~items are important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial measures to supplement our U.S. GAAP results in order to provide a more complete understanding of the ~~financing arrangement, would have otherwise been amortized over~~factors and trends affecting our business.

Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett are not alternatives to net income and margin as calculated and presented in accordance with U.S. GAAP. As such, they should not be considered or relied upon as a substitute or alternative for any such U.S. GAAP financial measures. We strongly urge you to review the ~~period~~reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett along with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We also strongly urge you to not rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett are not measures of financial performance under U.S. GAAP and are susceptible to varying calculations, the ~~related agreement~~Adjusted EBITDA, Adjusted EBITDA margin, and ~~does~~Adjusted Net income (loss) attributable to Gannett measures as presented in this report may differ from and may not ~~require a current cash settlement. Such charges are incidental~~be comparable to ~~but not reflective~~similarly titled measures used by other companies.

Table of ~~our day-to-day operating performance of the business that management can impact in the short term.~~Contents

The table below shows the reconciliation of Net income (loss) ~~income from continuing operations~~attributable to Gannett to Adjusted EBITDA ~~for~~and Net income (loss) attributable to Gannett margin to Adjusted EBITDA margin:


	Three months ended June 30,						Six months ended June 30,
In thousands	2021			2020			2021			2020
Net income (loss) attributable to Gannett	$	15,115		$	(436,893)		$	(127,201)		$	(517,045)
Provision (benefit) for income taxes	17,692			(34,276)			8,583			(25,297)
Interest expense	35,264			57,928			74,767			115,827
Loss on early extinguishment of debt	2,834			369			22,235			1,174
Non-operating pension income	(23,906)			(17,553)			(47,784)			(36,099)
Loss on Convertible notes derivative	—			—			126,600			—
Other non-operating income, net	(1,148)			(6,261)			(3,023)			(4,616)
Depreciation and amortization	48,242			66,327			106,345			144,352
Integration and reorganization costs	8,444			32,306			21,848			60,560
Other operating expenses	774			2,379			11,350			8,348
Asset impairments	—			6,859			833			6,859
Goodwill and intangible impairments	—			393,446			—			393,446
Net loss on sale or disposal of assets	5,294			88			10,039			745
Share-based compensation expense	5,779			7,391			9,202			18,968
Other items	1,385			5,908			2,440			9,862
Adjusted EBITDA (non-GAAP basis)	$	115,769		$	78,018		$	216,234		$	177,084
Net income (loss) attributable to Gannett margin	1.9		%	(57.0)		%	(8.0)		%	(30.1)		%
Adjusted EBITDA margin (non-GAAP basis)	14.4		%	10.2		%	13.7		%	10.3		%

The table below shows the ~~periods presented:~~reconciliation of Net income (loss) attributable to Gannett to Adjusted Net income (loss) attributable to Gannett:


	Three months ended June 30,				Six months ended June 30,
In thousands	2021		2020		2021		2020
Net income (loss) attributable to Gannett	$	15,115	$	(436,893)	$	(127,201)	$	(517,045)
Loss on early extinguishment of debt	2,834		369		22,235		1,174
Loss on Convertible notes derivative	—		—		126,600		—
Integration and reorganization costs	8,444		32,306		21,848		60,560
Other operating expenses	774		2,379		11,350		8,348
Asset impairments	—		6,859		833		6,859
Goodwill and intangible impairments	—		393,446		—		393,446
Net loss on sale or disposal of assets	5,294		88		10,039		745
Subtotal	32,461		(1,446)		65,704		(45,913)
Tax impact of above items	(2,403)		(3,734)		(21,009)		(35,915)
Adjusted Net income (loss) attributable to Gannett (non-GAAP basis)	$	30,058	$	(5,180)	$	44,695	$	(81,828)

Three months ended June 30, Six months ended June 30,
In thousands 2020 2019 Change 2020 2019 Change
Net income (loss) attributable to Gannett $ (436,893 ) $ 2,815
$ (439,708 ) $ (517,045 ) $ (6,291 ) $ (510,754 )
Benefit for income taxes (34,276 ) (343 ) (33,933 ) (25,297 ) (2,297 ) (23,000 )
Interest expense 57,928
10,212
47,716
115,827
20,346
95,481
Loss on early extinguishment of debt 369
—
369
1,174
—
1,174
Non-operating pension income (17,553 ) (208 ) (17,345 ) (36,099 ) (417 ) (35,682 )
Other non-operating income (6,261 ) (103 ) (6,158 ) (4,616 ) (154 ) (4,462 )
Depreciation and amortization 66,327
23,328
42,999
144,352
44,251
100,101
Integration and reorganization costs 32,306
4,278
28,028
60,560
10,077
50,483
Acquisition costs 2,379
2,364
15
8,348
3,137
5,211
Impairment of property, plant and equipment 6,859
1,262
5,597
6,859
2,469
4,390
Goodwill and intangible impairment 393,446
—
393,446
393,446
—
393,446
Loss on sale or disposal of assets 88
947
(859 ) 745
2,737
(1,992 )
Equity-based compensation expense 7,391
707
6,684
18,968
1,843
17,125
Other items 5,908
2,036
3,872
9,862
4,444
5,418
Adjusted EBITDA (non-GAAP basis) $ 78,018
$ 47,295
$ 30,723
$ 177,084
$ 80,145
$ 96,939

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to the information disclosed in Part II, Item 3.7A, Quantitative and Qualitative Disclosures About Market ~~Risk~~

~~We believe our market risk from financial instruments, such as accounts receivable and accounts payable, is not material.~~

We are exposed to foreign exchange rate risk due to our operations in the U.K., for which the British pound sterling is the functional currency. We are also exposed to foreign exchange rate risk due to our Marketing Solutions segment which has operating activities denominated in currencies other than the U.S. dollar, including the Australian dollar, Canadian dollar, Indian rupee, and New Zealand dollar.

~~Translation gains or losses affecting the Condensed consolidated statements of operations and comprehensive income (loss) have not been significant in the past.~~

~~Our cumulative foreign currency translation adjustment reported as part~~Risks of our ~~equity totaled $9.3 million at June 30, 2020. No such amounts were reported~~Form 10-K for the ~~three months~~fiscal year ended ~~June 30, 2019.~~December 31, 2020.

Newsquest's assets and liabilities were translated from British pounds sterling to U.S. dollars at the June 30, 2020 exchange rate of 1.23. Newsquest's financial results were translated at an average rate of 1.26 for the first six months of 2020.

If the price of the British pound sterling against the U.S. dollar had been 10% more or less than the actual price, operating income would have increased or decreased approximately $10.8 million for the first six months of 2020. In addition, a 10% fluctuation in each of ReachLocal's currencies relative to the U.S. dollar would have increased or decreased operating income by approximately $0.3 million for the first six months of 2020.

~~Item~~ITEM 4. ~~Controls and Procedures~~CONTROLS AND PROCEDURES

Based on their evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) were not effective because of the previously reported material weakness in internal control over financial reporting, which we describe in ~~part~~Part II, Item 9A, Controls and Proceduresof our ~~Annual Report on~~ Form 10-K for the fiscal year ended December 31, ~~2019 ("2019 Form 10-K")~~2020.

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Remediation of Material Weakness

We continue to implement our remediation plan for the previously reported material weakness in internal control over financial reporting, described in Part II, Item 9A of our ~~2019~~ Form 10-K for the fiscal year ended December 31, 2020, which includes ~~steps to prioritize dedicated personnel, improve reporting processes,~~organizational enhancements, design enhancements, training, utilizing external resources and ~~enhance~~integration of related supporting technology. We are committed to maintaining a strong internal

control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Changes in Internal Control over Financial Reporting

~~There~~Other than changes made in connection with our implementation of the remediation efforts mentioned above, there have been no changes in our internal control over financial reporting or in other factors during the fiscal quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As a result of the COVID-19 pandemic, most of our workforce has shifted to a primarily work-from-home environment since March 2020. The change to remote working was rapid and while pre-existing controls were not specifically designed to operate in our current work-from-home operating environment, we believe that our internal control over financial reporting was not materially impacted. We are continually monitoring and assessing the COVID-19 pandemic's effect on our internal controls to minimize the impact on their design and effectiveness.

PART II. OTHER INFORMATION

~~Item~~ITEM 1. ~~Legal Proceedings~~LEGAL PROCEEDINGS

Except as disclosed in Note 1312 — Commitments, contingencies and other matters, there have been no material developments with respect to our potential liability for legal and environmental matters previously reported in our ~~2019~~ Form ~~10-K.~~10-K for the fiscal year ended December 31, 2020.

~~Item~~ITEM 1A. ~~Risk Factors~~RISK FACTORS

You should carefully consider the following risks and other information in this Quarterly Report on Form 10-Q in evaluating us and our Common Stock. Any of the following risks could materially and adversely affect our results of operations, financial condition, our abilityThere have been no material changes to ~~make distributions on our Common Stock and the market price of our Common Stock. For ease of review,~~ the risk factors ~~generally have been grouped into categories, but many of the risks~~ described in ~~a given category relate to multiple categories.~~

~~Risks Related to Our Acquisition and Integration of Legacy Gannett~~

~~We may not achieve the intended benefits of the acquisition of Legacy Gannett.~~

~~We completed the acquisition of Legacy Gannett in November 2019, and there can be no assurance that we will be able to realize the expected benefits of the transaction.~~

There are many challenges associated with integrating a material acquisition, such as our acquisition of Legacy Gannett, including the integration of executive and other employee teams with historically different cultures and priorities; the coordination of personnel located across multiple geographic locations; retaining key management and other employees; consolidating corporate and administrative infrastructures and eliminating duplicative operations; the diversion of management’s attention from ongoing business concerns; retaining existing business and operational relationships, including customers, suppliers and other counterparties, and attracting new business and operational relationships; unanticipated issues in integrating information technology, communications and other systems; as well as unforeseen expenses associated with the acquisition. These and other challenges could result in unanticipated operational challenges and the failure to realize anticipated synergies in the expected timeframe or at all.

If we fail to realize anticipated synergies in the amount and within the timeframe expected, our actual financial condition and results of operations may differ materially from the illustrative financial information disclosed in connection with the acquisition, which was based on various assumptions and estimates that may prove to be incorrect. Such illustrative financial information did not constitute management’s projections of future financial performance or results of operations; however, any material variance from such illustrative financial information could result in negative investor reactions that materially and adversely affect the market pricePart I, Item 1A, Risk Factors of our ~~Common Stock.~~

Our actual financial condition and results of operations may differ materially even if synergies are realized, due to macroeconomic and other external factors or a variety of other risks to our business that are independent of the acquisition.

~~Our future results will suffer if we do not effectively manage our expanded operations.~~

With completion of the Legacy Gannett acquisition, the size of our business has increased significantly. Our continued success depends, in part, upon our ability to manage this expanded business, which poses substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We cannot assure you that we will be successful or that we will realize the expected operating efficiencies, cost savings, and other benefits from the combined business that we currently anticipate.

~~The diversion of resources and management’s attention to the integration of Legacy Gannett could adversely affect our day-to-day business.~~

The integration of Legacy Gannett places a significant burden on our management and internal resources. The diversion of management’s attention away from day-to-day business concerns and any difficulties encountered in the transition and integration process could adversely affect our financial results.

~~We incurred a substantial amount of indebtedness in connection with the Legacy Gannett acquisition, which could materially and adversely affect our business.~~

In November 2019, pursuant to the acquisition of Legacy Gannett, the Company entered into a five-year, senior-secured term loan facility with Apollo Capital Management, L.P. ("Apollo") in an aggregate principal amount of approximately $1.8 billion. The term loan facility matures on November 19, 2024 and generally bears interest at the rate of 11.5% per annum. Accordingly, we are required to dedicate a substantial portion of cash flow from operations to fund interest payments. In addition, we are required to repay our credit facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) a percentage of excess cash flow (ranging from 50% to 90%, depending on the current leverage ratio), and (iii) any unrestricted cash at the end of the 2020 and 2021 fiscal years in excess of $40 million. Our debt service obligations reduce the amount of cash flow available to fund our working capital, capital expenditures, investments and potential distributions to stockholders. Moreover, there can be no assurance that we will be able to generate sufficient cash flow to satisfy our debt service obligations. Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from operations, which is subject to a variety of risks, including general economic conditions and the strength of our competitors, which are outside our control.

We have stated our intention to refinance our indebtedness prior to maturity on more favorable terms, but there can be no assurance that we will be able to do so. Our ability to achieve more favorable terms would likely require us to substantially reduce our total outstanding indebtedness relative to current levels. Our ability to prepay our existing indebtedness is highly dependent on both the strength of our cash flow from operations as well as our ability to generate significant proceeds from sales of real estate, the timing and amount of which is highly uncertain. In addition, any refinancing would depend upon the condition of the finance and credit markets.

The terms of our indebtedness impose significant operating and financial restrictions on us. Our credit facility requires us to comply with numerous affirmative and negative covenants, including a requirement to maintain minimum liquidity of $20 million, and restrictions limiting our ability to, among other things, incur additional indebtedness, make investments and acquisitions, pay certain dividends, sell assets, merge, incur certain liens, enter into agreements with its affiliates, make capital expenditures, change our business, engage in sale/leaseback transactions, and modify our organizational documents. With respect to dividends, we can only pay cash dividends up to an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such terms are defined in the credit facility) does not exceed a specified ratio. Stockholders also should be aware that they have no contractual or other legal right to dividends that have not been declared.

A failure to satisfy our debt service obligations, a breach of a covenant in our credit facility, or a material breach of a representation or warranty in our credit facility, among other events specified in the credit facility, could give rise to a default, which could give rise to the right of our lenders to declare our indebtedness, together with accrued interest and other fees, to be immediately due and payable. An acceleration of our indebtedness would have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price.

~~One of our lenders, Apollo, has the right to appoint representatives to our Board, and Apollo’s interests may conflict with those of our stockholders.~~

Our credit facility grants Apollo the right to appoint two board observers to our Board. In the event that the ratio of consolidated debt to EBITDA (as such terms are defined in the term loan facility) drops below certain specified thresholds, Apollo will have the right to appoint up to two voting directors (who must be reasonably acceptable to us) in lieu of such board observer(s). The interests of Apollo, as a lender under our credit facility, may conflict with those of our stockholders.

~~Risks Related to Competition from Digital Media~~

~~Our business currently relies on sources of revenue that have been, and likely will continue to be, negatively affected by digital commerce and media.~~

In recent years, we have experienced declining revenue (on a same-store basis). The majority of our revenue is from (i) advertising and marketing services and (ii) paid circulation (in each case, both in print and digital mediums). Print advertising alone accounted for approximately 25% of our total revenue for the three months ended June 30, 2020 and 27% of our total revenue for the six months ended June 30, 2020.

To date, our revenue declines have been driven primarily by a pronounced decline across all categories of print advertising revenue (national, local and classified) related to the rise of digital media and commerce. Media companies generally charge much lower rates for digital advertising than for print advertising due to the range of advertising choices across digital products and platforms and the large inventory of available digital advertising space, and mobile advertising rates typically are even lower than desktop digital rates. Additionally, brick-and-mortar businesses are significant consumers of print advertising and with the rise of digital commerce many of these types of businesses have, and continue to, close retail outlets, which adversely affects the demand for print advertising.

Circulation revenue has been affected to a lesser extent, but more marked future declines in circulation revenue are possible. Revenue from paid circulation is a function of the volume of subscribers and the price of subscriptions. In recent years, we have experienced significant declines in the number of subscribers to our newspapers, as a result of competition from digital media and the demographic shift of traditional print newspaper readers getting older while younger generations tend to consume media through digital platforms. We have also focused on growing the volume of digital subscribers, but there can be no assurance that we will be able to grow, or even retain, our current digital subscriber volume, especially at rates similar to the rates we are able to charge for our print products.

Declining subscriber volume can also lead to more marked declines in advertising revenue. Print subscriber volume declines directly impact preprint and other print revenues that are linked to number of subscribers. In terms of digital advertising revenues, news aggregation websites and customized news feeds (often free to users) reduce traffic on our websites and related digital advertising revenues. These types of websites also compete with us in selling digital only subscriptions to our websites which reduces our ability to monetize our content digitally. If traffic levels stagnate or decline, and/or print subscriber volume continues to decline, we may not be able to maintain or increase the advertising rates or attract new advertising customers.

We also generate revenue from a commercial printing and distribution business that manage printing and distribution of publications for third parties, which generated approximately 5% of our revenue in the second quarter 2020, or approximately 5% of our revenue in the six months ended June 30, 2020. Our commercial and/or printing businesses could also be adversely affected by the same secular trends that are affecting our core advertising and circulation revenues. These third parties are experiencing the same print volume declines our business experiences and as such our commercial printing and distribution revenues could experience declines in the future. In addition, our relationships with these third parties are generally pursuant to short-term contracts, and a decision by any of the three largest national publications or the major local publications to cease publishing in those markets or seek alternatives to their current business practice of partnering with us could have an additional adverse effect on our revenue trends.

For all of the foregoing reasons, we may experience persistent declines in revenue, which could adversely affect our results of operations and financial condition, our ability to make distributions on our Common Stock and the market price of our Common Stock.

~~We may be unsuccessful in our efforts to stabilize revenue trends.~~

We have focused on offsetting traditional print advertising and circulation revenue declines in part by diversifying our sources of revenue through the development and acquisition of complementary businesses with growth potential. For example, our business UpCurve offers a suite of technology solutions to small- and medium-sized businesses (SMBs) and GateHouse Live produces local events. With the acquisition of Legacy Gannett, we expanded our digital marketing solutions businesses to include ReachLocal and WordStream.

There can be no assurance that we will be able to grow revenue from these or other complementary businesses we may develop internally or acquire, or that any revenue generated by new business lines will be adequate to offset revenue declines from our legacy businesses. For example, technological developments could adversely affect the availability, applicability, marketability and profitability of the suite of SMB services we offer. Technological developments and any changes we make to our business strategy may require significant capital investments, and such investments may be restricted by our current credit facility.

These complementary businesses also face competition from various digital media providers, such as Google and Yahoo!, who may have more resources to invest in product development and marketing. Our salesforce may not be able to utilize the relationships we have throughout our local property network to effectively sell these products. If we are unable to diversify our traditional revenues with revenues from complementary businesses, we may experience persistent declines in revenue which could adversely affect our results of operations and financial condition, our ability to make distributions on our Common Stock and the market price of our Common Stock.

Our ReachLocal business purchases most of its media from Google, and its business could be adversely affected if Google takes actions that are adverse to our interests or if we fail to meet advertiser or spend targets necessary for receiving rebates from Google. WordStream also derives significant revenue from customer spend on Google media. Similar actions from Yahoo!, Microsoft, Facebook and other media providers also could adversely affect these businesses.

Most of ReachLocal and WordStream's cost of sales relates to the purchase of media, and a substantial majority of the media it purchases is from Google. In addition, a substantial portion of WordStream's revenue consists of rebates from Google for achieving certain advertiser or spend targets. Google accounts for a large majority of all U.S. searches, and Google's share in certain foreign markets is often even greater. As a result, we expect our ReachLocal and WordStream businesses will depend upon media purchases and rebates from Google for the foreseeable future. This dependence makes that business vulnerable to actions Google may take to change the manner in which it sells AdWords, provides rebates to us, or conducts its business. In addition, any new developments or rumors of developments regarding Google's business practices that affect the local online advertising industry may adversely affect our products or create perceptions with clients that our ability to compete in the online marketing industry has been impaired. These risks also apply to other publishers with whom we do business, including Yahoo!, Facebook and Microsoft, though to a lesser degree.

~~Risks Related to Macroeconomic Factors~~

~~Our ability to generate revenue is highly sensitive to the strength of the economies in which we operate and the demographics of the local communities that we serve.~~

Our advertising revenues and, to a lesser extent, circulation revenues, depend upon a variety of factors specific to the communities that our publications serve. These factors include, among others, the size and demographic characteristics of the local population, local economic conditions in general and the economic condition of the retail segments of the communities that our publications serve. The effects of the COVID-19 pandemic, including mandatory business closures, have generally worsened the economic condition of many retail segments. If the local economy, population or prevailing retail environment of a community we serve experiences a downturn, our publications, revenues and profitability in that market could be adversely affected. Our advertising revenues are also susceptible to negative trends in the general economy that affect customer spending. The advertisers in our newspapers and other publications and related websites are primarily retail businesses that can be significantly affected by regional or national economic downturns and other developments. For example, many traditional retail companies continue to face greater competition from online retailers and face uncertainty in their businesses, which has reduced and may continue to reduce their advertising spending. Declines in the U.S. economy could also significantly affect key advertising revenue categories, such as help wanted, real estate, and automotive. The effects of the COVID-19 pandemic have generally exacerbated these circumstances.

~~We expect the COVID-19 pandemic to have a material negative impact on our business and results of operations in the near term, and possibly longer.~~

While we are generally exempt from governmental mandates requiring closures of non-essential businesses in response to the COVID-19 pandemic, actions taken to mitigate the pandemic could materially and adversely affect our business. Our ability to generate revenue is highly sensitive to the strength of the economies in which we operate, and actions taken to mitigate the COVID-19 pandemic, including widespread business closures and social distancing measures, could lead to an economic recession. During the first six months of 2020, we experienced revenue and profitability declines in connection with the COVID-19 global pandemic. Since March 2020, we have experienced decreasing demand for our advertising and digital

marketing services as well as reductions in the single copy and commercial distribution of our newspapers. Declining revenue may impair our ability to generate sufficient cash flows to service our term loan facility with Apollo. Accordingly, the COVID-19 pandemic has had the effect of heightening various risks described in this Form 10-Q.

While we have implemented, and continue to implement, measures intended to reduce costs and preserve cash flow in response to COVID-19 pandemic (including, but not limited to, employee furloughs, decreases in employee compensation and reductions in discretionary spending), there can be no assurance that we will be able to offset the negative impacts of the pandemic and that we will have sufficient cash flow to satisfy our commitments. Moreover, such measures, and further measures we may implement in the future in response to the COVID-19 pandemic, may negatively impact our reputation and our ability to attract and retain employees. See "Risks Related to Pension Obligations and Employees" below.

In the long-term, the ultimate impact of the COVID-19 pandemic on our business and results of operations will depend on the severity and length of the pandemic, the duration, effectiveness, and extent of the mitigation measures and governmental actions designed to combat the pandemic, as well as changes in customer behavior as a result of the pandemic, all of which are highly uncertain. A prolonged duration of the COVID-19 pandemic and mitigation measures could have a material negative impact on our business and results of operations.

~~Uncertainty and adverse changes in the general economic conditions of markets in which we participate, including due to the recent COVID-19 pandemic, may continue to negatively affect our business.~~

Current and future conditions in the economy have an inherent degree of uncertainty, which has been magnified by the recent COVID-19 pandemic. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets in which we participate. In particular, the COVID-19 pandemic and related measures to contain its spread have created significant volatility and economic uncertainty, which is expected to continue in the near term. In addition, advertisers may respond to such uncertainty by reducing their budgets or shifting priorities or spending patterns, which could have a material adverse impact on our business.

Adverse changes may also occur as a result of weak global economic conditions, declining oil prices, wavering customer confidence, increasing unemployment, volatility in stock markets, contraction of credit availability, declines in real estate values, natural disasters, or other factors affecting economic conditions in general. These changes may negatively affect the sales of our products, increase exposure to losses from bad debts, increase the cost and decrease the availability of financing, or increase costs associated with publishing and distributing our publications.

The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results.

Adverse economic conditions in the U.S. may increase our exposure to losses resulting from financial distress, insolvency and the potential bankruptcy of our advertising customers. We recorded write-offs of accounts receivable relating to recent bankruptcies of national retailers. Our accounts receivable is stated at net estimated realizable value, and our allowance for doubtful accounts has been determined based on several factors, including receivable agings, significant individual credit risk accounts and historical experience. If such collectability estimates prove inaccurate, adjustments to future operating results could occur.

~~Risks Related to International Operations~~

~~We may be unsuccessful in managing our international operations.~~

Newsquest operates in the U.K., and ReachLocal has international sales operations in Australia, New Zealand and Canada, as well as campaign support services in India. Revenue from Newsquest accounted for 5.5% of our Publishing segment's total revenue for the three months ended June 30, 2020 and 6.2% of our Publishing segment's total revenue for the six months ended June 30, 2020. Revenue from international operations outside North America accounted for 5.0% of our Marketing Solutions segment's total revenue for the three months ended June 30, 2020 and 4.8% of our Marketing Solutions segment's total revenue for the six months ended June 30, 2020. Our ability to manage these international operations successfully is subject to numerous risks inherent in foreign operations, including:

~~Challenges or uncertainties arising from unexpected legal, political, or systemic events, including the global COVID-19 pandemic;~~

~~Difficulties or delays in developing a network of clients in international markets;~~

~~Restrictions on the ability of U.S. companies to do business in foreign countries;~~

Different legal or regulatory requirements, including with respect to internet services, privacy and data protection, censorship, banking and money transmitting, and selling, which may limit or prevent the offering of our products in some jurisdictions or otherwise harm our business;

~~International intellectual property laws that may be insufficient to protect our intellectual property or permit us to successfully defend our intellectual property in international lawsuits;~~

~~Different employee/employer relationships and the existence of workers' councils and labor unions, which could make it more difficult to terminate underperforming salespeople;~~

~~Difficulties in staffing and managing foreign operations;~~

~~Difficulties in accounts receivable collection;~~

~~Currency fluctuations and price controls or other restrictions on foreign currency;~~

~~Potential adverse tax consequences including difficulties in repatriating earnings generated abroad; and~~

~~Lack of infrastructure to adequately conduct electronic commerce transactions.~~

~~Any of the foregoing factors could adversely impact our international operations, which could harm our overall business, operating results, and financial condition.~~

~~Foreign exchange variability could materially and adversely affect our consolidated operating results.~~

Our financial statements are denominated in U.S. dollars. Newsquest operates in the U.K., and its operations are conducted in foreign currency, primarily the British pound sterling. Weakening in the British pound sterling to U.S. dollar exchange rate has in the past, and could in the future, diminish Newsquest's contributions to our results of operations. In addition, ReachLocal conducts operations in several foreign jurisdictions. If the value of currency in any of those jurisdictions weakens as compared with the U.S. dollar, ReachLocal’s operations in those jurisdictions similarly will contribute less to our results.

~~The U.K. vote to leave the European Union could adversely impact our business, results of operations, and financial condition.~~

The U.K. left the European Union on January 31, 2020 (“Brexit”). At this stage, the nature of the future relationship between the U.K. and the remaining European Union countries following Brexit has yet to be agreed, and negotiations with the European Union on the terms of Brexit have demonstrated the difficulties that exist in reaching such an agreement. Depending on the terms of the negotiations, the U.K. could also lose access to the single European Union market and to the global trade deals negotiated by the European Union on behalf of its members. Such a decline in trade could affect the attractiveness of the U.K. as a global investment center and, as a result, could have a detrimental impact on economic growth in the country. Furthermore, regardless of the form of any withdrawal agreement, there are likely to be changes in the legal rights and obligations of commercial parties across all industries following Brexit, and British regulatory requirements once outside the European Union could be subject to significant change. Any of the foregoing could result in an economic downturn in Newsquest’s markets, which could depress the demand for our products and services.

~~The enactment of a Digital Services Tax in the U.K. may impact future results.~~

On July 22, 2020, a Digital Services Tax ("DST") was enacted in the United Kingdom. This 2% tax is effective April 1, 2020. The DST applies to gross revenue of specified digital business models deriving value from participation of their U.K.-based users. While the tax is intended to apply to search engines, social media platforms, and online marketplaces, it may be applied to online advertising when users of our publications receive advertising based on their participation with the publications. If that is the case, we may have to pay additional cash taxes, which could adversely affect our results of operations, financial condition, and cash flows.

~~Additional Risks Related to Our Business~~

~~Our business is subject to seasonal and other fluctuations, which affects our revenues and operating results.~~

Our business is subject to seasonal fluctuations that we expect to continue to be reflected in our operating results in future periods. Our first fiscal quarter of the year tends to be our weakest quarter because advertising volume is at its lowest levels following the December holiday season. Correspondingly, our second and fourth fiscal quarters tend to be our strongest because they include heavy holiday and seasonal advertising. Other factors that affect our quarterly revenues and operating results may be beyond our control, including changes in the pricing policies of our competitors, the hiring and retention of key personnel, wage and cost pressures, distribution costs, changes in newsprint prices and general economic factors.

~~The value of our intangible assets may become impaired, which could adversely affect future reported results of operations and stockholders’ equity~~

Our goodwill and indefinite-lived assets (mastheads) are subject to annual impairment testing, and more frequent testing upon the occurrence of certain events or significant changes in our circumstances, to determine whether the fair value of such assets is less than their carrying value. In such case, a non-cash charge to earnings may be necessary in the relevant period, which could adversely affect future reported results of operations and stockholders’ equity. At June 30, 2020, the carrying value of our goodwill was $559.6 million, the carrying value of mastheads was $176.2 million, and the carrying value of our amortizable intangible assets was $744.3 million.

We performed assessments for possible impairment of the carrying value of goodwill and indefinite-lived intangibles in connection with the Legacy Gannett acquisition and as of December 31, 2019. The footnotes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019 describe the key assumptions used in the 2019 goodwill impairment analysis.~~2020.

As of June 30, 2020, we performed our annual impairment test. In connection with our review, we noted that the market capitalization of the Company declined significantly during the three months ended June 30, 2020 and there was widespread stock-market volatility, resulting from the COVID-19 pandemic. As a result, we recognized impairments on goodwill as well as certain mastheads and definite lived intangibles.

Management assumptions used to calculate fair value are highly subjective and involve forecasts of future economic and market conditions and their impact on operating performance. Changes in key assumptions impacting the analyses could result in the recognition of impairment. The severity and length of the COVID-19 pandemic, the duration and extent of the mitigation measures and governmental actions designed to combat the pandemic, as well as the changes in customers behavior as a result of the pandemic, all of which are highly uncertain and difficult to predict at the current time, could negatively impact our future assessment of projected results of operations and the underlying assumptions utilized in the determination of the estimated fair values of the reporting units and related mastheads.

~~For further information on goodwill and intangible assets, see Note 6 — Goodwill & Intangible Assets.~~

~~Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.~~

As a public company, we are required to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future. In fiscal year 2019, we identified a material weakness in our internal control over financial reporting. See “Our management and independent auditors have identified a material weakness in our internal control over financial reporting, and we may be unable to develop, implement and maintain appropriate controls in future periods, which may lead to errors or omissions in our financial statements” below. If we are not able to maintain or document effective internal control over financial reporting, our management and our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over financial reporting. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis or may cause us to restate previously issued financial information and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in our internal control over financial reporting. This could materially adversely affect us by, for example, a decline in our share price and impairing our ability to raise capital, if and when desirable.

As a result of the COVID-19 pandemic, our workforce has shifted to primarily working from home beginning in March 2020. Our pre-existing controls were not specifically designed to operate in our current work-from-home operating environment, and there can be no assurance that they will be effective in the current environment.

Our management and independent auditors have identified a material weakness in our internal control over financial reporting, and we may be unable to develop, implement and maintain appropriate controls in future periods, which may lead to errors or omissions in our financial statements.

The Sarbanes-Oxley Act and related rules and regulations require that management report annually on the effectiveness of our internal control over financial reporting and assess the effectiveness of our disclosure controls and procedures on a quarterly basis. Maintaining and adapting our internal controls is expensive and requires significant management attention. Moreover, as we continue to grow, our internal controls may become more complex and require additional resources to ensure they remain effective amid dynamic regulatory and other guidance.

As described in Item 9A, “Controls and Procedures” of this 2019 Form 10-K, we concluded that our disclosure controls and procedures were not effective as of December 31, 2019 and that we had, as of such date, a material weakness in our internal control over financial reporting related to internal control deficiencies over the revenue recognition process; specifically, the Company did not maintain effective controls due to the aggregation of control deficiencies related to inadequate manual preventative and detective controls and information technology general controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. This material weakness identified did not result in any adjustments or restatements of our audited and unaudited consolidated financial statements or disclosures for any prior period previously reported by the Company. However, until the material weakness is remediated, and our associated disclosure controls and procedures improved, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting occur in the future, our future consolidated financial statements or other information filed with the SEC may contain material misstatements.

We are in the process of remediating the material weakness, but our efforts may not be successful. If we are unable to remediate the material weakness in an appropriate and timely manner, or if we identify additional control deficiencies that individually or together constitute significant deficiencies or material weaknesses, our ability to accurately record, process, and report financial information and consequently, our ability to prepare financial statements within required time periods, could be adversely affected. Failure to maintain effective internal control over financial reporting could result in violations of applicable securities laws, stock exchange listing requirements, and the covenants under our debt agreements, subject us to litigation and investigations, negatively affect investor confidence in our financial statements, and adversely impact our stock price and ability to access capital markets.

We are evaluating and developing a plan, which will include the implementation of appropriate processes and controls to remediate the material weakness described above. While we work toward the design and implementation of these processes and controls, we may rely significantly on manual procedures to assist us with meeting the objectives otherwise fulfilled by an effective control environment. The implementation of new procedures and controls could be costly and distract management from other activities.

~~We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual property protection, our assets may lose value.~~

Our business depends on our intellectual property, including, but not limited to, our titles, mastheads, content and proprietary software, which we may attempt to protect through patents, copyrights, trade laws and contractual restrictions, such as confidentiality agreements. We believe our proprietary and other intellectual property rights are important to our success and our competitive position.

Despite our efforts to protect our proprietary rights, unauthorized third parties may attempt to copy or otherwise obtain and use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. If we are unable to procure, protect and enforce our intellectual property rights, we may not realize the full value of these assets, and our business may suffer. If we must litigate to enforce our intellectual property rights or determine the validity and scope of the proprietary rights of third parties, such litigation may be costly and divert the attention of our management from day-to-day operations.

~~We are subject to environmental and employee safety and health laws and regulations that could cause us to incur significant compliance expenditures and liabilities.~~

Our operations are subject to federal, state and local laws and regulations pertaining to the environment, storage tanks and the management and disposal of wastes at our facilities. Under various environmental laws, a current or previous owner or operator of real property may be liable for contamination resulting from the release or threatened release of hazardous or toxic substances or petroleum at that property. Such laws often impose liability on the owner or operator without regard to fault, and the costs of any required investigation or cleanup can be substantial. Although in connection with certain of our acquisitions we have rights to indemnification for certain environmental liabilities, these rights may not be sufficient to reimburse us for all losses that we might incur if a property acquired by us has environmental contamination. In addition, although in connection

with certain of our acquisitions we have obtained insurance policies for coverage for certain potential environmental liabilities, these policies have express exclusions to coverage as well as express limits on amounts of coverage and length of term. Accordingly, these insurance policies may not be sufficient to provide coverage for us for all losses that we might incur if a property acquired by us has environmental contamination.

Our operations are also subject to various employee safety and health laws and regulations, including those pertaining to occupational injury and illness, employee exposure to hazardous materials and employee complaints. Environmental and employee safety and health laws tend to be complex, comprehensive and frequently changing. As a result, we may be involved from time to time in administrative and judicial proceedings and investigations related to environmental and employee safety and health issues. These proceedings and investigations could result in substantial costs to us, divert our management’s attention and adversely affect our ability to sell, lease or develop our real property. Furthermore, if it is determined that we are not in compliance with applicable laws and regulations, or if our properties are contaminated, it could result in significant liabilities, fines or the suspension or interruption of the operations of specific printing facilities.

Future events, such as changes in existing laws and regulations, new laws or regulations or the discovery of conditions not currently known to us, may give rise to additional compliance or remedial costs that could be material.

Our possession and use of personal information and the use of payment cards by our customers present risks and expenses that could harm our business. Unauthorized access to or disclosure or manipulation of such data, whether through breach of our network security or otherwise, could expose us to liabilities and costly litigation and damage our reputation.

Our online systems store and process confidential subscriber and other sensitive data, such as names, email addresses, addresses, and other personal information. Therefore, maintaining our network security is critical. Additionally, we depend on the security of our third-party service providers. Unauthorized use of or inappropriate access to our, or our third-party service providers’ networks, computer systems and services could potentially jeopardize the security of confidential information, including payment card (credit or debit) information, of our customers. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, we or our third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. Non-technical means, for example, actions by an employee, can also result in a data breach. A party that is able to circumvent our security measures could misappropriate our proprietary information or the information of our customers or users, cause interruption in our operations, or damage our computers or those of our customers or users. As a result of any such breaches, customers or users may assert claims of liability against us and these activities may subject us to legal claims, adversely impact our reputation, and interfere with our ability to provide our products and services, all of which may have an adverse effect on our business, financial condition and results of operations. The coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused by security breaches.

A significant number of our customers authorize us to bill their payment card accounts directly for all amounts charged by us. These customers provide payment card information and other personally identifiable information which, depending on the particular payment plan, may be maintained to facilitate future payment card transactions. Under payment card rules and our contracts with our card processors, if there is a breach of payment card information that we store, we could be liable to the banks that issue the payment cards for their related expenses and penalties. In addition, if we fail to follow payment card industry data security standards, even if there is no compromise of customer information, we could incur significant fines or lose our ability to give our customers the option of using payment cards. If we were unable to accept payment cards, our business would be seriously harmed.

There can be no assurance that any security measures we, or our third-party service providers, take will be effective in preventing a data breach. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose customers or users. Failure to protect confidential customer data or to provide customers with adequate notice of our privacy policies could also subject us to liabilities imposed by United States federal and state regulatory agencies or courts. We could also be subject to evolving state laws that impose data breach notification requirements, specific data security obligations, or other customer privacy-related requirements. Our failure to comply with any of these laws or regulations may have an adverse effect on our business, financial condition and results of operations.

~~We could incur significant liability if the separation of Legacy Gannett from its former parent were determined to be a taxable transaction.~~

In connection with the separation of Legacy Gannett from its former parent, Legacy Gannett’s former parent received an opinion from outside tax counsel to the effect that the requirements for tax-free treatment under Section 355 of the Code would be satisfied. The opinion relied on certain facts, assumptions, representations, and undertakings from Legacy Gannett's former parent and Legacy Gannett regarding the past and future conduct of the companies' respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings were incorrect or not satisfied, we and our stockholders may not be able to rely on the opinion of tax counsel and could be subject to significant tax liabilities. Further, notwithstanding the opinion of tax counsel, the IRS could determine upon audit that the separation is taxable if it determines that any of these facts, assumptions, representations, or undertakings were incorrect or violated, if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of certain significant changes in the share ownership of Legacy Gannett or its former parent after the separation. If the separation were determined to be taxable for U.S. federal income tax purposes, Legacy Gannett’s former parent and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities, and we could incur significant liabilities.

~~The Internal Revenue Service may disallow all or part of a worthless stock loss and bad debt deduction.~~

The IRS could challenge an election made in 2017 to treat one of our ReachLocal international subsidiaries as a disregarded entity for U.S. federal income tax purposes, which resulted in worthless stock and bad debt deductions of $101.0 million, yielding a tax benefit of $32.0 million. These tax deductions are subject to audit and possible adjustment by the IRS, which could result in the reversal of all or part of the income tax benefit. To account for this uncertainty, a reserve of $11.0 million has been established to reduce the benefit to an estimated realizable value of $21.0 million. While we believe this represents our best estimate of the benefit to be realized upon final acceptance of our tax return, the IRS could reject or reduce the amount of tax benefit related to these deductions. If the IRS rejects or reduces the amount of this income tax benefit, we may have to pay additional cash income taxes, which could adversely affect our results of operations, financial condition, and cash flows. We cannot guarantee what the ultimate outcome or amount of the benefit we receive, if any, will be.

~~We may not be able to generate future taxable income which may prevent our realization of deferred tax assets.~~

We have substantial deferred tax assets reported on our balance sheet. If we do not have taxable income in future years, we may be required to reestablish a valuation allowance against our federal deferred tax assets.

~~Risks Related to Pension Obligations and Employees~~

We are required to use a portion of our cash flows to make contributions to our pension plans, which diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate.

We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under collective bargaining agreements. Our retirement plans include (i) the Gannett Retirement Plan (GRP), (ii) the Gannett 2015 Supplemental Retirement Plan, (iii) the Newsquest Pension Scheme in the U.K., (iv) the Newspaper Guild of Detroit Pension Plan, (v) a supplemental retirement plan we assumed pursuant to our acquisition of JMG, (vi) the George W. Prescott pension plan, and (vii) The Times Publishing Company pension plan.

Our pension plans invest in a variety of equity and debt securities. Future volatility and disruption in the equity and bond markets could cause declines in the asset values of our pension plans. For many of our retirement plans, our pension benefit obligations exceed the value of pension assets. As of December 31, 2019, our retirement plans were underfunded by a total of $116.9 million on a U.S. GAAP basis.

The excess of pension benefit obligations over assets is expected to give rise to required pension contributions over the next several years. We have committed to make quarterly contributions of $5.0 million to the GRP beginning in December 2020 through September 2022. Our ability to make contribution payments will depend on our future cash flows, which are subject to general economic, financial, competitive, business, legislative, regulatory, and other factors beyond our control. Various factors, including future investment returns, interest rates, and potential pension legislative changes, may impact the timing and amount of future pension contributions. In addition, decreases in the discount rate used to determine minimum funding requirements could result in increased future contributions. As a result, we may need to make additional pension contributions above what is currently estimated, which could reduce the cash available for our businesses.

We depend on key personnel and we may not be able to operate or grow our business effectively if we lose the services of any of our key personnel or are unable to attract qualified personnel in the future.

The success of our business is heavily dependent on our ability to retain our management and other key personnel and to attract and retain qualified personnel in the future. Competition for senior management personnel is intense, and we may not be able to retain our key personnel. Although we have entered into employment agreements with certain of our key personnel, these agreements do not ensure that our key personnel will continue in their present capacity with us for any particular period of time. We do not have key man insurance for any of our current management or other key personnel. The loss of any key personnel would require our remaining key personnel to divert immediate and substantial attention to seeking a replacement. An inability to find a suitable replacement for any departing executive officer on a timely basis could adversely affect our ability to operate or grow our business.

A shortage of skilled or experienced employees in the media industry, or our inability to retain such employees, could pose a risk to achieving improved productivity and reducing costs, which could adversely affect our profitability.

Production and distribution of our various publications requires skilled and experienced employees. A shortage of such employees, or our inability to retain such employees, could have an adverse impact on our productivity and costs, our ability to expand, develop and distribute new products and our entry into new markets. The cost of retaining or hiring such employees could exceed our expectations which could adversely affect our results of operations.

A number of our employees are unionized, and our business and results of operations could be adversely affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations.

As of December 31, 2019, we employed 21,255 employees, of whom 2,807 (or approximately 13%) were represented by seven unions. 51% of the unionized employees are in four states: Michigan, Ohio, Wisconsin and Indiana and represent 15%, 12%, 13% and 11% of all our union employees, respectively.

Although our newspapers have not experienced a union strike in the recent past nor do we anticipate a union strike to occur, we cannot preclude the possibility that a strike may occur at one or more of our newspapers at some point in the future. We believe that, in the event of a newspaper strike, we would be able to continue to publish and deliver to subscribers, which is critical to retaining advertising and circulation revenues, although there can be no assurance of this. Further, settlement of actual or threatened labor disputes or an increase in the number of our employees covered by collective bargaining agreements can have unknown effects on our labor costs, productivity and flexibility.

~~Sustained increases in costs of employee health and welfare benefits may reduce our profitability.~~

In recent years, we have experienced significant increases in the cost of employee benefits because of economic factors beyond our control, including increases in health care costs. At least some of these factors may continue to put upward pressure on the cost of providing medical benefits. Although we have actively sought to control increases in these costs, there can be no assurance that we will succeed in limiting cost increases and continued upward pressure could reduce the profitability of our businesses.

~~Risks Related to Our Manager~~

The inability of our Manager to retain or obtain key personnel could delay or hinder implementation of our investment strategies, which could impair our ability to make distributions and could reduce the value of your investment.

Our Chief Executive Officer and certain other individuals who perform services for us are employees of our Manager. We are reliant on our Manager, which has significant discretion as to the implementation of our operating policies and strategies, to conduct our business. We are dependent on the services of certain key employees of our Manager whose compensation may be partially or entirely dependent upon the amount of incentive or management compensation earned by our Manager and whose continued service is not guaranteed, and the loss of such services could adversely affect our operations. If any of these people were to cease their affiliation with us or our Manager, either we or our Manager may be unable to find suitable replacements, and our operating results could suffer.

Because we are dependent upon our Manager and its affiliates to conduct our operations, any adverse changes in the financial health of our Manager or its affiliates, or in our relationship with them, could hinder our Manager’s ability to successfully manage our operations.

We are dependent on our Manager and its affiliates to manage our operations and acquire and manage our investments. Under the direction of our Board of Directors, our Manager makes decisions with respect to the management of our company. To

conduct its operations, our Manager depends upon the fees and other compensation that it receives from us in connection with managing our company and from other entities and investors with respect to investment management services it provides. Any adverse changes in the financial condition of our Manager or its affiliates, or our relationship with our Manager, could hinder our Manager’s ability to successfully manage our operations, which could materially adversely affect our business, results of operations, financial condition and ability to make distributions to our stockholders. For example, adverse changes in the financial condition of our Manager could limit its ability to attract key personnel.

~~There are conflicts of interest in our relationship with our Manager.~~

Our Management Agreement with our Manager was not negotiated between unaffiliated parties, and its terms, including fees payable, may not be as favorable to us as if they had been negotiated with an unaffiliated third party.

There are conflicts of interest inherent in our relationship with our Manager insofar as our Manager and its affiliates-including investment funds, private investment funds, or businesses managed by our Manager-invest in media assets and whose investment objectives may overlap with our investment objectives. Certain investments appropriate for us may also be appropriate for one or more of these other investment vehicles. Certain members of our Board of Directors and employees of our Manager, who may also be our officers, also serve as officers and/or directors of these other entities. Although we have the same Manager, we may compete with entities affiliated with our Manager or Fortress for certain target assets. From time to time, affiliates of Fortress may focus on investments in assets with a similar profile as our target assets that we may seek to acquire. These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. In addition, with respect to Fortress funds in the process of selling investments, our Manager may be incentivized to regard the sale of such assets to us positively, particularly if a sale to an unrelated third party would result in a loss of fees to our Manager.

Our Management Agreement with our Manager does not prevent our Manager or any of its affiliates, or any of their officers and employees, from engaging in other businesses or from rendering services of any kind to any other person or entity, including investment in, or advisory service to others investing in, any type of media or media related investment, including investments that meet our principal investment objectives. Our Manager may engage in additional investment opportunities related to media assets in the future, which may cause our Manager to compete with us for investments or result in a change in our current investment strategy. In addition, our certificate of incorporation provides that if Fortress or an affiliate or any of their officers, directors or employees acquire knowledge of a potential transaction or matter that may be a corporate opportunity, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us, our stockholders or our affiliates. In the event that any of our directors and officers who is also a director, officer or employee of Fortress or its affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of ours and such person acts in good faith, then to the fullest extent permitted by law such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us if Fortress or its affiliates pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.

The ability of our Manager and its officers and employees to engage in other business activities, subject to the terms of our Management Agreement with our Manager, may reduce the amount of time that our Manager, its officers or other employees spend managing us. In addition, we may engage in material transactions with our Manager or another entity managed by our Manager or one of its affiliates, which may present an actual, potential or perceived conflict of interest. It is possible that actual, potential or perceived conflicts could give rise to investor dissatisfaction, litigation or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential, actual or perceived conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially adversely affect our business in a number of ways, including causing an inability to raise additional funds, a reluctance of counterparties to do business with us, a decrease in the prices of our equity securities and a resulting increased risk of litigation and regulatory enforcement actions.

The management compensation structure that we have agreed to with our Manager, as well as compensation arrangements that we may enter into with our Manager in the future (in connection with new lines of business or other activities), may incentivize our Manager to invest in high risk investments. In addition to its management fee, our Manager is currently entitled to receive incentive compensation. In evaluating investments and other management strategies, the opportunity to earn incentive compensation may lead our Manager to place undue emphasis on the maximization of such measures at the expense of other criteria, such as preservation of capital, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative than lower-yielding investments.

Our Board of Directors does not approve each investment decision made by our Manager. In addition, we may change our investment strategy without a stockholder vote, which may result in our making investments that are different, riskier or less profitable than our current investments.

Our Manager has great latitude in determining the types and categories of assets it may decide are proper investments for us, including the latitude to invest in types and categories of assets that may differ from those in which we currently invest. Our Board of Directors periodically reviews our investment portfolio. However, our Board of Directors does not review or pre-approve each proposed investment or our related financing arrangements. In addition, in conducting periodic reviews, our Board of Directors relies primarily on information provided to them by our Manager. Furthermore, transactions entered into by our Manager may be difficult or impossible to unwind by the time they are reviewed by our Board of Directors even if the transactions contravene the terms of the Management Agreement. In addition, we may change our investment strategy, including our target asset classes, without a stockholder vote.

Our investment strategy may evolve in light of existing market conditions and investment opportunities, and this evolution may involve additional risks depending upon the nature of the assets in which we invest and our ability to finance such assets on a short- or long-term basis. Investment opportunities that present unattractive risk-return profiles relative to other available investment opportunities under particular market conditions may become relatively attractive under changed market conditions, and changes in market conditions may therefore result in changes in the investments we target. Decisions to make investments in new asset categories present risks that may be difficult for us to adequately assess and could therefore reduce our ability to pay dividends on our Common Stock or have adverse effects on our liquidity or financial condition. A change in our investment strategy may also increase our exposure to interest rate, real estate market or credit market fluctuations. In addition, a change in our investment strategy may increase the guarantee obligations we agree to incur or increase the number of transactions we enter into with affiliates. Our failure to accurately assess the risks inherent in new asset categories or the financing risks associated with such assets could adversely affect our results of operations and our financial condition.

~~Our Manager will not be liable to us for any acts or omissions performed in accordance with the Management Agreement, including with respect to the performance of our investments.~~

Pursuant to our Management Agreement, our Manager assumes no responsibility other than to render the services called for thereunder in good faith and shall not be responsible for any action of our Board of Directors in following or declining to follow its advice or recommendations. Our Manager, its members, managers, officers and employees will not be liable to us or any of our subsidiaries, to our Board of Directors, or our or any subsidiary’s stockholders or partners for any acts or omissions by our Manager, its members, managers, officers or employees, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement. We shall, to the full extent lawful, reimburse, indemnify and hold our Manager, its members, managers, officers and employees, and each other person, if any, controlling our Manager, harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of an indemnified party made in good faith in the performance of our Manager’s duties under our Management Agreement and not constituting such indemnified party’s bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.

Our Manager’s due diligence of investment opportunities or other transactions may not identify all pertinent risks, which could materially affect our business, financial condition, liquidity and results of operations.

Our Manager intends to conduct due diligence with respect to each investment opportunity or other transaction it pursues. It is possible, however, that our Manager’s due diligence processes will not uncover all relevant facts, particularly with respect to any assets we acquire from third parties. In these cases, our Manager may be given limited access to information about the investment and will rely on information provided by the target of the investment. In addition, if investment opportunities are scarce, the process for selecting bidders is competitive, or the timeframe in which we are required to complete diligence is short, our ability to conduct a due diligence investigation may be limited, and we would be required to make investment decisions based upon a less thorough diligence process than would otherwise be the case. Accordingly, investments and other transactions that initially appear to be viable may prove not to be over time, due to the limitations of the due diligence process or other factors.

~~Risks Related to our Common Stock~~

~~There can be no assurance that the market for our stock will provide adequate liquidity.~~

~~The market price of our Common Stock may fluctuate widely, depending upon many factors, some of which may be beyond our control. These factors include, without limitation:~~

~~Risks and uncertainties associated with the ongoing COVID-19 pandemic;~~

~~Our business profile and market capitalization may not fit the investment objectives of any stockholder;~~

~~A shift in our investor base;~~

~~Our quarterly or annual earnings, or those of other comparable companies;~~

~~Actual or anticipated fluctuations in our operating results;~~

~~Changes in accounting standards, policies, guidance, interpretations or principles;~~

~~Risks relating to our ability to meet long-term forecasts;~~

~~Announcements by us or our competitors of significant investments, acquisitions or dispositions;~~

~~The failure of securities analysts to cover our Common Stock;~~

~~Changes in earnings estimates by securities analysts or our ability to meet those estimates;~~

~~The operating and stock price performance of other comparable companies;~~

~~Negative public perception of us, our competitors, or industry;~~

~~Overall market fluctuations; and~~

~~General economic conditions.~~

Stock markets in general and recently have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our Common Stock. Additionally, these and other external factors have caused and may continue to cause the market price and demand for our Common Stock to fluctuate, which may limit or prevent investors from readily selling their shares of Common Stock and may otherwise negatively affect the liquidity of our Common Stock.

~~Our Common Stock may be delisted from the NYSE if we fail to comply with continued listing standards.~~

Our Common Stock currently trades on the New York Stock Exchange (“NYSE”), and the continued listing of our Common Stock on the NYSE is subject to our compliance with a number of listing standards, including minimum share price requirements. If we fall out of compliance with NYSE’s listing standards and fail to regain compliance within the applicable cure periods, our Common Stock may be delisted from the NYSE. Failure to maintain our NYSE listing could negatively impact us and our stockholders by reducing the willingness of investors to hold our Common Stock because of the resulting decreased price, liquidity and trading of our Common Stock, and analyst coverage, among others.

~~Sales or issuances of shares of our Common Stock could adversely affect the market price of our Common Stock.~~

Sales or issuances of substantial amounts of shares of our Common Stock in the public market, or the perception that such sales or issuances might occur, could adversely affect the market price of our Common Stock. The issuance of our Common Stock in connection with property, portfolio or business acquisitions or the settlement of awards that may be granted under our Incentive Plans (as defined below) or otherwise could also have an adverse effect on the market price of our Common Stock.

~~We have suspended our quarterly dividend and may not be able to pay dividends in the future or at all.~~

On April 1, 2020, we announced that our Board of Directors determined that it is in the best interests of our stockholders for the Company to preserve liquidity by suspending our quarterly dividend. Although we expect to reinstate the dividend when appropriate, subject to approval by our Board of Directors and restrictions in our credit facility, there can be no assurance if or when we will resume paying dividends on a regular basis.

Under our credit facility, we can only pay cash dividends up to an agreed-upon amount and provided that the ratio of consolidated debt to EBITDA (as such terms are defined in the credit facility) does not exceed a specified ratio. Stockholders also should be aware that they have no contractual or other legal right to dividends that have not been declared.

Our Board of Directors’ determinations regarding dividends will depend on a variety of factors, including the Company’s GAAP net income, free cash flow generated from operations or other sources, liquidity position and potential alternative uses of cash, such as acquisitions, as well as economic conditions and expected future financial results. There can be no guarantee regarding the timing and amount of any dividends. Our ability to resume payment of dividends in the future will depend on our future financial performance, which in turn depends on the successful implementation of our strategy and on financial, competitive, regulatory, technical and other factors, general economic conditions, demand and selling prices for our products and other factors specific to our industry or specific projects, many of which are beyond our control. Therefore, our ability to

~~generate free cash flow depends on the performance of our operations and could be limited by decreases in our profitability or increases in costs, capital expenditures, or debt servicing requirements.~~

~~The percentage ownership of our existing stockholders may be diluted in the future.~~

We have issued and may continue to issue equity in order to raise capital or in connection with future acquisitions and strategic investments, which would dilute investors’ percentage ownership in Gannett. In addition, your percentage ownership may be diluted if we issue equity instruments such as debt and equity financing.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest in our company may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt and equity financings, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as redeeming our shares, making investments, incurring additional debt, making capital expenditures, declaring dividends or placing limitations on our ability to acquire, sell or license intellectual property rights.

The percentage ownership of our existing stockholders may also be diluted in the future as result of the issuance of ordinary shares in Gannett upon the exercise of 10-year warrants (the “Gannett Warrants”). The Gannett Warrants collectively represent the right to acquire our Common Stock, which in the aggregate are equal to 5% of our Common Stock outstanding as of November 26, 2013 (calculated prior to dilution from shares of our Common Stock issued pursuant to Drive Shack Inc.'s (formerly known as Newcastle Investment Corp.) contribution of Local Media Group Holdings LLC and assignment of related stock purchase agreement to Gannett (the “Local Media Contribution”)) at a strike price of 46.35 calculated based on a total equity value of Gannett prior to the Local Media Contribution of $1.2 billion as of November 26, 2013. As a result, our Common Stock may be subject to dilution upon the exercise of such Gannett Warrants. As of December 31, 2019, the Gannett Warrants were equal to 1% of our Common Stock outstanding as of December 31, 2019 at a strike price of 46.35.

Furthermore, the percentage ownership in Gannett may be diluted in the future because of options issued to our Manager. As of June 30, 2020, there were 6,068,075 options outstanding at a weighted average exercise price of $13.97 held by our Manager and/or its affiliates.

Dilution may also result from the issuances of shares under our equity compensation plans (our "Incentive Plans"), which provide for the grant of equity and equity-based awards, including restricted stock, stock options, stock appreciation rights, performance awards, and other equity-based and non-equity based awards, in each case to our directors, officers, employees, among others. As of December 31, 2019, the number of shares remaining available for future issuance under our Incentive Plans, excluding shares to be issued upon exercise of outstanding options, warrants and rights, was 15.7 million.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and of Delaware law may prevent or delay an acquisition of our company, which could decrease the trading price of our Common Stock.

Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our Board rather than to attempt a hostile takeover. These provisions provide for:

Amendment of provisions in our amended and restated certificate of incorporation and amended and restated bylaws regarding the election of directors, the term of office of directors, the filling of director vacancies and the resignation and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;

Amendment of provisions in our amended and restated certificate of incorporation regarding corporate opportunity only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;

~~Removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote in the election of directors;~~

~~Our Board to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval;~~

~~Provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders;~~

~~Advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings;~~

A prohibition, in our amended and restated certificate of incorporation, stating that no holder of shares of our Common Stock will have cumulative voting rights in the election of directors, which means that the holders of majority of the issued and outstanding shares of our Common Stock can elect all the directors standing for election; and

~~Action by our stockholders outside a meeting, in our amended and restated certificate of incorporation and our amended and restated bylaws, only by unanimous written consent.~~

Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is considered favorable to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or a change in our management and Board and, as a result, may adversely affect the market price of our Common Stock and your ability to realize any potential change of control premium.

Future offerings of debt securities, which would rank senior to our common stock upon our liquidation, and future offerings of equity securities, may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

We may raise additional capital through the issuance of debt or equity securities (including preferred stock) from time to time. Upon liquidation, holders of our debt securities and preferred stock and lenders with respect to other borrowings (including the lenders under our existing senior secured credit facility) will be entitled to our available assets prior to the holders of our common stock. Preferred stock could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability to pay dividends to the holders of our common stock. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us.

~~Item~~ITEM 2. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~This item is not applicable.~~None.

~~Item~~ITEM 3. ~~Defaults Upon Senior Securities~~DEFAULTS UPON SENIOR SECURITIES

~~This item is not applicable.~~None.

~~Item~~ITEM 4. ~~Mine Safety Disclosures~~MINE SAFETY DISCLOSURES

This item is not applicable.

~~Item~~ITEM 5. ~~Other Information~~OTHER INFORMATION

~~This item is not applicable.~~None.

~~Item~~ITEM 6. ~~Exhibits~~

EXHIBITS

Table of Contents

~~3.1~~Exhibit Number

~~Certificate of Designation of Series A Junior Participating Preferred Stock of Gannett Co., Inc.~~Description

~~Incorporated by reference to Exhibit 3.1 to Gannett’s Current Report on Form 8-K, filed April 7, 2020.~~Location

31.1

~~4.1~~

~~Section 382 Rights Agreement, dated as of April 6, 2020, by and between Gannett Co., Inc. and American Stock Transfer & Trust Company LLC, as Rights Agent.~~

~~Incorporated by reference to Exhibit 4.1 to Gannett’s Current Report on Form 8-K, filed April 7, 2020.~~

~~10.1~~

~~Offer Letter Agreement, dated March 25, 2020, by and between Gannett Co., Inc. and Douglas E. Horne.~~

~~Incorporated by reference to Exhibit 10.1 to Gannett’s Current Report on Form 8-K, filed April 6, 2020.~~

~~10.2~~

Amendment No. 2, dated as of April 6, 2020, to the Credit Agreement, dated as of November 19, 2019, by and among Gannett Co., Inc., Gannett Holdings LLC, each person listed as a guarantor on the signature pages thereto, the lenders from time to time party thereto and Cortland Capital Market Services LLC, as collateral agent and administrative agent.

~~Incorporated by reference to Exhibit 10.4 to Gannett’s Quarterly Report on Form 10-Q, filed May 7, 2020.~~

~~31.1~~

Rule 13a-14(a) Certification of CEO

Attached.

31.2

~~31.2~~

Rule 13a-14(a) Certification of CFO

Attached.

32.1

~~32.1~~

Section 1350 Certification of CEO

Attached.

32.2

~~32.2~~

Section 1350 Certification of CFO

Attached.

101

~~101~~

The following financial information from Gannett Co., Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2020,~~2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statements of Cash Flow; (iv) Condensed Consolidated Statements of Equity; and (v) Notes to Condensed Consolidated Financial Statements

Attached.

104

~~104~~

Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document)

Attached.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date: August 6, ~~2020~~2021			GANNETT CO., INC.

			/s/ Douglas E. Horne
			Douglas E. Horne
			Chief Financial Officer and Chief Accounting Officer
			(onOn behalf of the Registrant and as ~~Principal Financial Officer)~~principal financial and principal accounting officer)



in thousands, except share data	June 30, 2020			December 31, 2019
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	158,603		$	156,042
Accounts receivable, net of allowance for doubtful accounts of $26,560 and $19,923	288,509			438,523
Inventories	40,468			55,090
Prepaid expenses and other current assets	125,208			129,460
Total current assets	612,788			779,115
Property, plant and equipment, at cost net of accumulated depreciation of $358,746 and $277,291	718,590			815,807
Operating lease assets	296,128			309,112
Goodwill	559,623			914,331
Intangible assets, net	920,525			1,012,564
Deferred income tax assets	105,051			76,297
Other assets	125,212			112,876
Total assets	$	3,337,917		$	4,020,102

LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	327,071		$	453,628
Deferred revenue	213,988			218,823
Current portion of long-term debt	—			3,300
Other current liabilities	47,017			42,702
Total current liabilities	588,076			718,453
Long-term debt	1,633,449			1,636,335
Convertible debt	3,300			3,300
Deferred tax liabilities	6,256			9,052
Pension and other postretirement benefit obligations	214,084			235,906
Long-term operating lease liabilities	282,896			297,662
Other long-term liabilities	157,313			136,188
Total noncurrent liabilities	2,297,298			2,318,443
Total liabilities	2,885,374			3,036,896
Redeemable noncontrolling interests	458			1,850
Commitments and contingent liabilities (See Note 12)

Equity
Common stock of $0.01 par value per share, 2,000,000,000 shares authorized, 136,885,320 issued and 136,114,347 shares outstanding at June 30, 2020; 129,386,258 issued and 128,991,544 shares outstanding at December 31, 2019	1,369			1,294
Treasury stock at cost, 770,973 and 394,714 shares at June 30, 2020 and December 31, 2019, respectively	(4,818		)	(2,876		)
Additional paid-in capital	1,101,899			1,090,694
Accumulated deficit	(633,003		)	(115,958		)
Accumulated other comprehensive income (loss)	(13,362		)	8,202
Total equity	452,085			981,356
Total liabilities and equity	$	3,337,917		$	4,020,102



In thousands	Estimated fair value as previously reported ^(a)		Measurement period adjustments ^(b)			Final fair value as adjusted
Cash and restricted cash acquired	$	149,452	$	—		$	149,452
Current assets	383,965		—			383,965
Other assets	97,459		—			97,459
Property, plant and equipment	536,511		—			536,511
Operating lease assets	200,550		—			200,550
Developed technology	47,770		(11,670		)	36,100
Advertiser relationships	272,740		(16,580		)	256,160
Subscriber relationships	104,490		6,100			110,590
Other customer relationships	63,820		3,540			67,360
Trade names	16,470		(630		)	15,840
Mastheads	97,340		8,420			105,760
Goodwill	644,766		13,018			657,784
Total assets	2,615,333		2,198			2,617,531
Current liabilities	513,752		95			513,847
Long-term liabilities	787,019		2,103			789,122
Total liabilities	1,300,771		2,198			1,302,969
Net assets	$	1,314,562	$	—		$	1,314,562



	Three months ended		Six months ended
In thousands; unaudited	June 30, 2019		June 30, 2019
Total revenues	$	1,063,689	$	2,113,678
Net income (loss)	88		(52,081		)
Earnings (loss) per share - diluted	$	0.00	$	(0.42	)



in thousands
	Publishing^(a)			Marketing Solutions			Consolidated
Gross balance at December 31, 2019	$	800,606		$	201,646		$	1,002,252
Accumulated impairments	(84,272		)	(3,649		)	(87,921		)
Net balance at December 31, 2019	$	716,334		$	197,997		$	914,331

Activity during the six months ended June 30, 2019:
Goodwill impairment	(321,851		)	(40,499		)	(362,350		)
Measurement period adjustments	70,558			(58,788		)	11,770
Foreign currency exchange rate changes	(4,128		)	—			(4,128		)
Total	$	(255,421	)	$	(99,287	)	$	(354,708	)

Gross balance at June 30, 2020	$	866,052		$	142,858		$	1,008,910
Accumulated impairments	(405,139		)	(44,148		)	(449,287		)
Net balance at June 30, 2020	$	460,913		$	98,710		$	559,623



In thousands
Beginning balance	$	30,785
Restructuring provision included in integration and reorganization costs	47,521
Cash payments	(47,641		)
Ending balance	$	30,665



in thousands, except share data	Number of Options	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2019	6,068	$	1.78	$	14.70	8.2	$	—
Granted	—	$	—	$	—
Outstanding at June 30, 2020	6,068	$	1.78	$	13.97	7.7	$	—

Exercisable at June 30, 2020	3,551	$	1.78	$	12.94	6.5	$	—



	Six months ended June 30, 2020
In thousands	Retirement Plans			Foreign Currency Translation			Total
Beginning balance	$	936		$	7,266		$	8,202
Other comprehensive income (loss) before reclassifications	(4,961		)	(16,585		)	(21,546		)
Amounts reclassified from accumulated other comprehensive loss⁽¹⁾	(18		)	—			(18		)
Net current period other comprehensive income (loss), net of taxes	(4,979		)	(16,585		)	(21,564		)
Ending balance	$	(4,043	)	$	(9,319	)	$	(13,362	)



	Six months ended June 30, 2019
In thousands	Retirement Plans			Foreign Currency Translation		Total
Beginning balance	$	(6,881	)	$	—	$	(6,881	)
Other comprehensive income (loss) before reclassifications	—			3		3
Amounts reclassified from accumulated other comprehensive loss⁽¹⁾	(60		)	—		(60		)
Net current period other comprehensive income (loss), net of taxes	(60		)	3		(57		)
Ending balance	$	(6,941	)	$	3	$	(6,938	)



	Three months ended June 30, 2019
In thousands	Publishing		Marketing Solutions			Corporate and other			Intersegment Eliminations			Consolidated
Advertising and marketing services - external sales	$	180,890	$	23,157		$	650		$	—		$	204,697
Advertising and marketing services - intersegment sales	18,288		—			—			(18,288		)	—
Circulation	150,827		—			23			—			150,850
Other	44,430		4,188			222			—			48,840
Total revenues	$	394,435	$	27,345		$	895		$	(18,288	)	$	404,387

Adjusted EBITDA	$	55,493	$	(2,459	)	$	(5,739	)	$	—		$	47,295