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

For the quarterly period ended June 30, ~~2022~~2023

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

For the transition period from ___ to ___

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.)

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

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 1, 2022, 146,677,527~~July 31, 2023, 149,072,872 shares of the registrant's Common Stock were outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Certain statements in this~~This Quarterly Report on Form 10-Q, ~~may constitute~~including "Part I, Item 2 — Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Part II, Item 1A — Risk Factors"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views regarding, among other things, our future growth, results of operations, performance, business prospects and opportunities, and our environmental, social and governance goals, and are not statements of historical fact. Words such as "anticipate(s)," "expect(s)," "intend(s)," "plan(s)," "goal," "project(s)," "believe(s),~~" "forecast,~~" "will," "aim," "would," "could," "can," "may," "seek(s)," "estimate(s)" and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on ~~management’s~~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 the forward-looking statements. 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, including inflation and interest rates;~~

•~~Global hostilities and any resulting effects and uncertainties;~~

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

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

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

•~~The 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;~~

•~~Our ability to 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 in the future, if at all;~~

•~~Our ability to reduce costs and expenses;~~

•~~Our ability to maintain proper and effective internal control over financial reporting;~~

•~~Our ability to recruit and retain key personnel; and~~

•~~Any shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees.~~

~~Additional risk factors that could cause actual results to differ materially from our expectations include, but are not limited to,~~others, the risks identified by us under the heading "Risk Factors" in this Quarterly Report on Form 10-Q, and under the heading "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, filed with the Securities and Exchange Commission ~~(the "SEC")~~ on February ~~24, 2022,~~23, 2023, as well as other risks and factors identified from time to time in our subsequent filings with the ~~statements made in subsequent filings. Such~~Securities and Exchange Commission. You are cautioned not to place undue reliance on any such forward-looking statements, which 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 ~~2022~~2023 FORM 10-Q


Item No.	Item No.		Page	Item No.		Page
		Part I. Financial Information			Part I. Financial Information
1	1	Financial Statements	2	1	Financial Statements (unaudited)	2
2	2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25	2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
3	3	Quantitative and Qualitative Disclosures About Market Risk	45	3	Quantitative and Qualitative Disclosures About Market Risk	44
4	4	Controls and Procedures	45	4	Controls and Procedures	44

		Part II. Other Information			Part II. Other Information
1	1	Legal Proceedings	46	1	Legal Proceedings	45
1A	1A	Risk Factors	46	1A	Risk Factors	45
2	2	Unregistered Sales of Equity Securities and Use of Proceeds	46	2	Unregistered Sales of Equity Securities and Use of Proceeds	46
3	3	Defaults Upon Senior Securities	46	3	Defaults Upon Senior Securities	46
4	4	Mine Safety Disclosures	46	4	Mine Safety Disclosures	46
5	5	Other Information	46	5	Other Information	46
6	6	Exhibits	48	6	Exhibits	47
		Signatures	49		Signatures	48

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~GANNETT CO., INC.~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~
In thousands, except share data June 30, 2022 December 31, 2021
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 87,331 $ 130,756
Accounts receivable, net of allowance for doubtful accounts of $11,967 and $16,470 as of June 30, 2022 and December 31, 2021, respectively 289,813 328,733
Inventories 34,981 37,662
Prepaid expenses and other current assets 75,392 80,110
Total current assets 487,517 577,261
Property, plant and equipment, net of accumulated depreciation of $359,248 and $336,500 as of June 30, 2022 and December 31, 2021, respectively 372,375 415,384
Operating lease assets 257,361 271,935
Goodwill 540,491 533,709
Intangible assets, net 666,678 713,153
Deferred tax assets — 32,399
Pension and other assets 329,228 284,228
Total assets $ 2,653,650 $ 2,828,069
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities $ 320,699 $ 357,014
Deferred revenue 174,112 184,838
Current portion of long-term debt 60,846 69,456
Other current liabilities 49,699 51,218
Total current liabilities 605,356 662,526
Long-term debt 760,954 769,446
Convertible debt 399,319 393,354
Deferred tax liabilities 10,702 28,812
Pension and other postretirement benefit obligations 67,554 71,937
Long-term operating lease liabilities 242,262 254,969
Other long-term liabilities 109,595 117,410
Total noncurrent liabilities 1,590,386 1,635,928
Total liabilities 2,195,742 2,298,454
Commitments and contingent liabilities (See Note 11) 0 0
Equity
Preferred stock, $0.01 par value per share, 300,000 shares authorized, of which 150,000 shares are designated as Series A Junior Participating Preferred Stock, none of which were issued and outstanding at June 30, 2022 and December 31, 2021 — —
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 152,597,534 shares issued and 146,787,563 shares outstanding at June 30, 2022; 144,667,389 shares issued and 142,299,399 shares outstanding at December 31, 2021 1,526 1,446
Treasury stock, at cost, 5,809,971 shares and 2,367,990 shares at June 30, 2022 and December 31, 2021, respectively (14,700) (8,151)
Additional paid-in capital 1,402,652 1,400,206
Accumulated deficit (978,054) (921,399)
Accumulated other comprehensive income 46,747 59,998
Total Gannett stockholders equity 458,171 532,100
Noncontrolling interests (263) (2,485)
Total equity 457,908 529,615
Total liabilities and equity $ 2,653,650 $ 2,828,069

~~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)~~

~~(Unaudited)~~

Three months ended June 30, Six months ended June 30,
In thousands, except per share amounts 2022 2021 2022 2021
Advertising and marketing services $ 383,609 $ 420,110 $ 758,723 $ 808,467
Circulation 274,624 310,259 563,226 635,696
Other 90,427 73,906 174,788 137,196
Total operating revenues 748,660 804,275 1,496,737 1,581,359
Operating costs 476,002 473,172 945,887 950,970
Selling, general and administrative expenses 227,836 222,904 449,673 426,588
Depreciation and amortization 49,530 48,242 97,313 106,345
Integration and reorganization costs 15,745 8,444 27,143 21,848
Asset impairments 85 — 939 833
Loss (gain) on sale or disposal of assets, net 372 5,294 (2,432) 10,039
Other operating expenses 314 774 1,416 11,350
Total operating expenses 769,884 758,830 1,519,939 1,527,973
Operating income (loss) (21,224) 45,445 (23,202) 53,386
Interest expense 26,084 35,264 52,090 74,767
Loss on early extinguishment of debt 749 2,834 3,492 22,235
Non-operating pension income (18,160) (23,906) (36,373) (47,784)
Loss on convertible notes derivative — — — 126,600
Other non-operating expense (income), net 1,645 (1,148) (160) (3,023)
Non-operating expenses 10,318 13,044 19,049 172,795
Income (loss) before income taxes (31,542) 32,401 (42,251) (119,409)
Provision for income taxes 22,158 17,692 14,551 8,583
Net income (loss) (53,700) 14,709 (56,802) (127,992)
Net loss attributable to noncontrolling interests(a)
(12) (406) (147) (791)
Net income (loss) attributable to Gannett $ (53,688) $ 15,115 $ (56,655) $ (127,201)
Income (loss) per share attributable to Gannett - basic $ (0.39) $ 0.11 $ (0.41) $ (0.95)
Income (loss) per share attributable to Gannett - diluted $ (0.39) $ 0.10 $ (0.41) $ (0.95)
Other comprehensive income (loss):
Foreign currency translation adjustments $ (15,648) $ 1,750 $ (23,204) $ 4,787
Pension and other postretirement benefit items:
Net actuarial gain (loss) 12,786 (1,426) 10,990 (300)
Amortization of net actuarial (gain) loss (217) (5) (249) 15
Other 1,469 (292) 2,005 (846)
Total pension and other postretirement benefit items 14,038 (1,723) 12,746 (1,131)
Other comprehensive income (loss) before tax (1,610) 27 (10,458) 3,656
Income tax expense (benefit) related to components of other comprehensive income (loss) 3,250 (390) 2,793 (184)
Other comprehensive income (loss), net of tax (4,860) 417 (13,251) 3,840
Comprehensive income (loss) (58,560) 15,126 (70,053) (124,152)
Comprehensive loss attributable to noncontrolling interests(a)
(12) (406) (147) (791)
Comprehensive income (loss) attributable to Gannett $ (58,548) $ 15,532 $ (69,906) $ (123,361)

~~(a)~~ BALANCE SHEETSFor the three and six months ended June 30, 2022, there were no redeemable noncontrolling interests included in Net loss attributable to noncontrolling interests. For the three and six months ended June 30, 2021, Net loss attributable to noncontrolling interests included $0.4 million and $0.8 million, respectively, relating to redeemable noncontrolling interests.


In thousands, except share data	June 30, 2023		December 31, 2022
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	106,633	$	94,255
Accounts receivable, net of allowance of $13,170 and $16,697 as of June 30, 2023 and December 31, 2022, respectively	250,164		289,415
Inventories	29,449		45,223
Prepaid expenses	51,846		46,205
Other current assets	43,693		32,679
Total current assets	481,785		507,777
Property, plant and equipment, net of accumulated depreciation of $387,919 and $360,522 as of June 30, 2023 and December 31, 2022, respectively	254,402		305,994
Operating lease assets	223,174		233,322
Goodwill	533,796		533,166
Intangible assets, net	569,757		613,358
Deferred tax assets	71,731		56,618
Pension and other assets	172,193		143,320
Total assets	$	2,306,838	$	2,393,555
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities	$	302,308	$	351,848
Deferred revenue	137,478		153,648
Current portion of long-term debt	63,752		60,452
Operating lease liabilities	46,556		44,872
Other current liabilities	5,606		6,218
Total current liabilities	555,700		617,038
Long-term debt	647,811		695,642
Convertible debt	408,992		405,681
Deferred tax liabilities	—		1,439
Pension and other postretirement benefit obligations	47,989		50,710
Long-term operating lease liabilities	205,753		219,109
Other long-term liabilities	113,696		108,563
Total noncurrent liabilities	1,424,241		1,481,144
Total liabilities	1,979,941		2,098,182
Commitments and contingent liabilities (See Note 11)
Equity
Preferred stock, $0.01 par value per share, 300,000 shares authorized, of which 0 shares and 150,000 shares were designated as Series A Junior Participating Preferred Stock at June 30, 2023 and December 31, 2022, respectively, none of which were issued and outstanding at June 30, 2023 and December 31, 2022	—		—
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 158,436,428 shares issued and 149,125,668 shares outstanding at June 30, 2023; 153,286,104 shares issued and 146,223,179 shares outstanding at December 31, 2022	1,584		1,533
Treasury stock, at cost, 9,310,760 shares and 7,062,925 shares at June 30, 2023 and December 31, 2022, respectively	(17,370)		(14,737)
Additional paid-in capital	1,418,577		1,409,578
Accumulated deficit	(1,001,734)		(999,401)
Accumulated other comprehensive loss	(73,694)		(101,231)
Total Gannett stockholders' equity	327,363		295,742
Noncontrolling interests	(466)		(369)
Total equity	326,897		295,373
Total liabilities and equity	$	2,306,838	$	2,393,555

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

Table of Contents

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

Six months ended June 30,
In thousands 2022 2021
Operating activities
Net loss $ (56,802) $ (127,992)
Adjustments to reconcile net loss to operating cash flows:
Depreciation and amortization 97,313 106,345
Share-based compensation expense 8,778 9,202
Non-cash interest expense 10,641 11,531
Loss (gain) on sale or disposal of assets, net (2,432) 10,039
Loss on convertible notes derivative — 126,600
Loss on early extinguishment of debt 3,492 22,235
Asset impairments 939 833
Pension and other postretirement benefit obligations (51,353) (78,038)
Change in other assets and liabilities, net (8,888) 11,832
Cash provided by operating activities 1,688 92,587
Investing activities
Acquisitions, net of cash acquired (15,432) —
Purchase of property, plant and equipment (23,292) (15,821)
Proceeds from sale of real estate and other assets 29,623 23,341
Change in other investing activities (548) (335)
Cash provided by (used for) investing activities (9,649) 7,185
Financing activities
Payments of deferred financing costs (957) (33,921)
Borrowings under term loans 80,000 1,045,000
Repayments under term loans (74,879) (1,129,605)
Repayments of long-term debt (30,000) —
Acquisition of noncontrolling interests (2,050) —
Treasury stock (6,529) (2,030)
Changes in other financing activities (632) (423)
Cash used for financing activities (35,047) (120,979)
Effect of currency exchange rate change on cash (1,140) 625
Decrease in cash, cash equivalents and restricted cash (44,148) (20,582)
Cash, cash equivalents and restricted cash at beginning of period 143,619 206,726
Cash, cash equivalents and restricted cash at end of period $ 99,471 $ 186,144


	Three months ended June 30,				Six months ended June 30,
In thousands, except per share amounts	2023		2022		2023		2022
Advertising and marketing services	$	353,310	$	383,609	$	694,157	$	758,723
Circulation	233,612		274,624		474,897		563,226
Other	85,435		90,427		172,220		174,788
Total operating revenues	672,357		748,660		1,341,274		1,496,737
Operating costs	426,096		476,002		856,284		945,887
Selling, general and administrative expenses	184,127		227,836		364,517		449,673
Depreciation and amortization	39,784		49,530		83,482		97,313
Integration and reorganization costs	7,287		15,745		19,414		27,143
Asset impairments	1,177		85		1,182		939

(Gain) loss on sale or disposal of assets, net	146		372		(17,535)		(2,432)
Other operating expenses	229		314		458		1,416
Total operating expenses	658,846		769,884		1,307,802		1,519,939
Operating income (loss)	13,511		(21,224)		33,472		(23,202)
Interest expense	28,559		26,084		56,889		52,090
(Gain) loss on early extinguishment of debt	—		749		(496)		3,492
Non-operating pension income	(2,263)		(18,160)		(4,078)		(36,373)

Other non-operating (income) expense, net	(1,428)		1,645		(417)		(160)
Non-operating expenses	24,868		10,318		51,898		19,049
Loss before income taxes	(11,357)		(31,542)		(18,426)		(42,251)
Provision (benefit) for income taxes	1,333		22,158		(15,996)		14,551
Net loss	(12,690)		(53,700)		(2,430)		(56,802)
Net loss attributable to noncontrolling interests	(13)		(12)		(97)		(147)
Net loss attributable to Gannett	$	(12,677)	$	(53,688)	$	(2,333)	$	(56,655)

Loss per share attributable to Gannett - basic	$	(0.09)	$	(0.39)	$	(0.02)	$	(0.41)
Loss per share attributable to Gannett - diluted	$	(0.09)	$	(0.39)	$	(0.02)	$	(0.41)

Other comprehensive income (loss):
Foreign currency translation adjustments	$	5,827	$	(15,648)	$	12,164	$	(23,204)
Pension and other postretirement benefit items:
Net actuarial gain	13,968		12,786		25,564		10,990
Amortization of net actuarial gain (loss)	8		(217)		12		(249)

Amortization of prior service cost	17		—		33		—
Equity method investments	—		—		610		—
Other	(2,631)		1,469		(5,542)		2,005
Total pension and other postretirement benefit items	11,362		14,038		20,677		12,746
Other comprehensive income (loss) before tax	17,189		(1,610)		32,841		(10,458)
Income tax provision related to components of other comprehensive income (loss)	2,942		3,250		5,304		2,793
Other comprehensive income (loss), net of tax	14,247		(4,860)		27,537		(13,251)
Comprehensive income (loss)	1,557		(58,560)		25,107		(70,053)
Comprehensive loss attributable to noncontrolling interests	(13)		(12)		(97)		(147)
Comprehensive income (loss) attributable to Gannett	$	1,570	$	(58,548)	$	25,204	$	(69,906)

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

Table of Contents

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six months ended June 30,
In thousands	2023		2022
Operating activities
Net loss	$	(2,430)	$	(56,802)
Adjustments to reconcile net loss to operating cash flows:
Depreciation and amortization	83,482		97,313
Share-based compensation expense	8,783		8,778
Non-cash interest expense	10,567		10,641
Gain on sale or disposal of assets, net	(17,535)		(2,432)

(Gain) loss on early extinguishment of debt	(496)		3,492

Asset impairments	1,182		939

Pension and other postretirement benefit obligations	(6,792)		(51,353)
Change in other assets and liabilities, net	(23,975)		(8,888)







Cash provided by operating activities	52,786		1,688
Investing activities
Acquisitions, net of cash acquired	—		(15,432)
Purchase of property, plant and equipment	(16,448)		(23,292)
Proceeds from sale of real estate and other assets	31,465		29,623
Change in other investing activities	(12)		(548)
Cash provided by (used for) investing activities	15,005		(9,649)
Financing activities
Payments of deferred financing costs	—		(957)


Borrowings of long-term debt	—		80,000
Repayments of long-term debt	(51,291)		(104,879)
Acquisition of noncontrolling interests	—		(2,050)


Treasury stock	(2,622)		(6,529)


Changes in other financing activities	(647)		(632)
Cash used for financing activities	(54,560)		(35,047)
Effect of currency exchange rate change on cash	98		(1,140)
Increase (decrease) in cash, cash equivalents and restricted cash	13,329		(44,148)
Cash, cash equivalents and restricted cash at beginning of period	104,804		143,619
Cash, cash equivalents and restricted cash at end of period	$	118,133	$	99,471

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

Table of Contents

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


		Three months ended June 30, 2022																					Three months ended June 30, 2023
		Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest(a)									Common stock				Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock				Non-controlling interest
In thousands	In thousands	Shares	Amount								Shares	Amount				Total		In thousands		Shares				Amount	Shares									Amount					Total
Balance at March 31, 2022		151,017	$	1,510	$	1,397,516	$	51,607	$	(924,366)	3,188	$	(11,290)			$	(251)				$	514,726
Balance at March 31, 2023																					Balance at March 31, 2023		157,981		$	1,580	$	1,413,397	$	(87,941)	$	(989,057)	8,760		$	(16,883)	$	(453)		$	320,643
Net loss attributable to Gannett	Net loss attributable to Gannett	—	—		—		—		(53,688)		—	—		(12)				(53,700)			Net loss attributable to Gannett		—		—		—		—		(12,677)		—		—		(13)			(12,690)

Restricted stock awards settled, net of withholdings		—	—		(18)		—		—		—	—		—				(18)
Restricted share grants		1,303	13		(13)		—		—		—	—		—				—

Other comprehensive loss, net(b)		—	—		—		(4,860)		—		—	—		—				(4,860)

Other comprehensive income, net(a)																					Other comprehensive income, net(a)		—		—		—		14,247		—		—		—		—			14,247
Share-based compensation expense	Share-based compensation expense	—	—		5,385		—		—		—	—		—				5,385			Share-based compensation expense		—		—		5,047		—		—		—		—		—			5,047
Issuance of common stock	Issuance of common stock	278	3		23		—		—		—	—		—				26			Issuance of common stock		455		4		21		—		—		—		—		—			25
Treasury stock	Treasury stock	—	—		—		—		—		863	(3,391)		—				(3,391)			Treasury stock		—		—		—		—		—		167		(483)		—			(483)
Restricted share forfeiture	Restricted share forfeiture	—	—		—		—		—		1,759	(19)		—				(19)			Restricted share forfeiture		—		—		—		—		—		384		(4)		—			(4)
Other activity	Other activity	—	—		(241)		—		—		—	—		—				(241)			Other activity		—		—		112		—		—		—		—		—			112
Balance at June 30, 2022		152,598	$	1,526	$	1,402,652	$	46,747	$	(978,054)	5,810	$	(14,700)	$	(263)			$	457,908
Balance at June 30, 2023																					Balance at June 30, 2023		158,436		$	1,584	$	1,418,577	$	(73,694)	$	(1,001,734)	9,311		$	(17,370)	$	(466)		$	326,897


		Three months ended June 30, 2021																					Three months ended June 30, 2022
		Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest(a)									Common stock				Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock				Non-controlling interest
In thousands	In thousands	Shares	Amount								Shares	Amount				Total		In thousands		Shares				Amount	Shares									Amount					Total
Balance at March 31, 2021		144,444	$	1,444	$	1,421,977	$	53,596	$	(928,753)	1,902	$	(6,612)			$	—				$	541,652
Net income attributable to Gannett		—	—		—		—		15,115		—	—		—				15,115
Balance at March 31, 2022																					Balance at March 31, 2022		151,017		$	1,510	$	1,397,516	$	51,607	$	(924,366)	3,188		$	(11,290)	$	(251)		$	514,726
Net loss attributable to Gannett																					Net loss attributable to Gannett		—		—		—		—		(53,688)		—		—		(12)			(53,700)
Restricted stock awards settled, net of withholdings	Restricted stock awards settled, net of withholdings	5	—		(11)		—		—		—	—		—				(11)			Restricted stock awards settled, net of withholdings		—		—		(18)		—		—		—		—		—			(18)
Restricted share grants																					Restricted share grants		1,303		13		(13)		—		—		—		—		—			—

Equity component - 2027 Notes		—	—		(32,534)		—		—		—	—		—				(32,534)
Other comprehensive income, net(b)		—	—		—		417		—		—	—		—				417
Other comprehensive loss, net(a)																					Other comprehensive loss, net(a)		—		—		—		(4,860)		—		—		—		—			(4,860)
Share-based compensation expense	Share-based compensation expense	—	—		5,779		—		—		—	—		—				5,779			Share-based compensation expense		—		—		5,385		—		—		—		—		—			5,385
Issuance of common stock	Issuance of common stock	190	2		—		—		—		—	—		—				2			Issuance of common stock		278		3		23		—		—		—		—		—			26

Treasury stock	Treasury stock	—	—		—		—		—		63	(323)		—				(323)			Treasury stock		—		—		—		—		—		863		(3,391)		—			(3,391)
Restricted share forfeiture	Restricted share forfeiture	—	—		—		—		—		50	—		—				—			Restricted share forfeiture		—		—		—		—		—		1,759		(19)		—			(19)
Other activity	Other activity	—	—		(20)		—		—		—	—		—				(20)			Other activity		—		—		(241)		—		—		—		—		—			(241)
Balance at June 30, 2021		144,639	$	1,446	$	1,395,191	$	54,013	$	(913,638)	2,015	$	(6,935)	$	—			$	530,077
Balance at June 30, 2022																					Balance at June 30, 2022		152,598		$	1,526	$	1,402,652	$	46,747	$	(978,054)	5,810		$	(14,700)	$	(263)		$	457,908

(a) ~~Excludes Redeemable noncontrolling interests which are reflected in temporary equity.~~

~~(b)~~ For the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, Other comprehensive income (loss) is net of income tax provision of ~~$3.3~~$2.9 million and ~~income tax benefit of $0.4~~$3.3 million, respectively.

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GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY ~~- CONTINUED~~

(Unaudited)


		Six months ended June 30, 2022																					Six months ended June 30, 2023
		Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest(a)									Common stock				Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock				Non-controlling interest
In thousands	In thousands	Shares	Amount								Shares	Amount				Total		In thousands		Shares				Amount	Shares									Amount					Total
Balance at December 31, 2021		144,667	$	1,446	$	1,400,206	$	59,998	$	(921,399)	2,368	$	(8,151)			$	(2,485)				$	529,615
Balance at December 31, 2022																					Balance at December 31, 2022		153,286		$	1,533	$	1,409,578	$	(101,231)	$	(999,401)	7,063		$	(14,737)	$	(369)		$	295,373
Net loss attributable to Gannett	Net loss attributable to Gannett	—	—		—		—		(56,655)		—	—		(147)				(56,802)			Net loss attributable to Gannett		—		—		—		—		(2,333)		—		—		(97)			(2,430)
Acquisition of noncontrolling interests		—	—		(4,419)		—		—		—	—		2,369				(2,050)
Restricted stock awards settled, net of withholdings		615	7		(1,559)		—		—		—	—		—				(1,552)

Restricted share grants	Restricted share grants	7,031	70		(70)		—		—		—	—		—				—			Restricted share grants		4,682		47		(47)		—		—		—		—		—			—

Other comprehensive loss, net(c)		—	—		—		(13,251)		—		—	—		—				(13,251)
Other comprehensive income, net(a)																					Other comprehensive income, net(a)		—		—		—		27,537		—		—		—		—			27,537
Share-based compensation expense	Share-based compensation expense	—	—		8,778		—		—		—	—		—				8,778			Share-based compensation expense		—		—		8,783		—		—		—		—		—			8,783
Issuance of common stock	Issuance of common stock	285	3		85		—		—		—	—		—				88			Issuance of common stock		468		4		46		—		—		—		—		—			50

Treasury stock	Treasury stock	—	—		—		—		—		1,555	(6,529)		—				(6,529)			Treasury stock		—		—		—		—		—		1,124		(2,622)		—			(2,622)
Restricted share forfeiture	Restricted share forfeiture	—	—		—		—		—		1,887	(20)		—				(20)			Restricted share forfeiture		—		—		—		—		—		1,124		(11)		—			(11)
Other activity	Other activity	—	—		(369)		—		—		—	—		—				(369)			Other activity		—		—		217		—		—		—		—		—			217
Balance at June 30, 2022		152,598	$	1,526	$	1,402,652	$	46,747	$	(978,054)	5,810	$	(14,700)	$	(263)			$	457,908
Balance at June 30, 2023																					Balance at June 30, 2023		158,436		$	1,584	$	1,418,577	$	(73,694)	$	(1,001,734)	9,311		$	(17,370)	$	(466)		$	326,897

Six months ended June 30, 2021
Common stock Additional
paid-in
capital Accumulated other comprehensive income (loss) Accumulated deficit Treasury stock
Non-controlling interest(a)
In thousands Shares Amount Shares Amount Total
Balance at December 30, 2020 139,495 $ 1,395 $ 1,103,881 $ 50,173 $ (786,437) 1,392 $ (4,903) $ — $ 364,109
Net loss attributable to Gannett — — — — (127,201) — — — (127,201)
Restricted stock awards settled, net of withholdings 1,062 10 (1,906) — — — — — (1,896)
Restricted share grants 3,878 39 (39) — — — — — —
Equity component - 2027 Notes — — 283,718 — — — — — 283,718
Other comprehensive income, net(c)
— — — 3,840 — — — — 3,840
Share-based compensation expense — — 9,202 — — — — — 9,202
Issuance of common stock 204 2 61 — — — — — 63
Remeasurement of redeemable noncontrolling interests — — 126 — — — — — 126
Treasury stock — — — — — 393 (2,030) — (2,030)
Restricted share forfeiture — — — — — 230 (2) — (2)
Other activity — — 148 — — — — — 148
Balance at June 30, 2021 144,639 $ 1,446 $ 1,395,191 $ 54,013 $ (913,638) 2,015 $ (6,935) $ — $ 530,077
~~(a)~~ ~~Excludes Redeemable noncontrolling interests which are reflected in temporary equity.~~


	Six months ended June 30, 2022
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest
In thousands	Shares	Amount								Shares	Amount				Total
Balance at December 31, 2021	144,667	$	1,446	$	1,400,206	$	59,998	$	(921,399)	2,368	$	(8,151)	$	(2,485)	$	529,615
Net loss attributable to Gannett	—	—		—		—		(56,655)		—	—		(147)		(56,802)
Acquisition of noncontrolling interests	—	—		(4,419)		—		—		—	—		2,369		(2,050)
Restricted stock awards settled, net of withholdings	615	7		(1,559)		—		—		—	—		—		(1,552)
Restricted share grants	7,031	70		(70)		—		—		—	—		—		—

Other comprehensive loss, net(a)	—	—		—		(13,251)		—		—	—		—		(13,251)
Share-based compensation expense	—	—		8,778		—		—		—	—		—		8,778
Issuance of common stock	285	3		85		—		—		—	—		—		88

Treasury stock	—	—		—		—		—		1,555	(6,529)		—		(6,529)
Restricted share forfeiture	—	—		—		—		—		1,887	(20)		—		(20)
Other activity	—	—		(369)		—		—		—	—		—		(369)
Balance at June 30, 2022	152,598	$	1,526	$	1,402,652	$	46,747	$	(978,054)	5,810	$	(14,700)	$	(263)	$	457,908

~~(c)~~(a) For the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, Other comprehensive income (loss) is net of income tax provision of ~~$2.8~~$5.3 million and ~~income tax benefit of $0.2~~$2.8 million, respectively.

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — Description of business and basis of presentation

Description of business

Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. Gannett operates a scalable, data-driven media platform that aligns with consumer and digital marketing trends. We aim to be the premier source for clarity, connections and solutions within our communities. Our ~~strategy~~mission is ~~focused on driving~~to provide unbiased, unique local and national content and unrivaled marketing solutions to the communities we serve. We seek to drive audience growth and engagement by delivering ~~deeper~~valuable content experiences to our consumers, while offering the unique products and marketing expertise our advertisers desire. WeOur strategy prioritizes the growth of highly recurring digital businesses, while maximizing the lifetime value of our legacy print business, and we expect the execution of this strategy to enable us to continue our evolution ~~from a more traditional print media business~~ to a digitally-focused content platform.

On June 1, 2022, the Company announced a strategic organizational restructuring, which centralized the operations within each of its U.S. operating business units, Gannett Media and Digital Marketing Solutions ("DMS"). This change did not have any impact on segment reporting. However, the Company's historical Publishing segment will be referred to as Gannett Media moving forward. The Gannett Media reportable segment is an aggregation of 2 operating segments: Domestic Gannett Media (formerly referred to as Domestic Publishing) and Newsquest (formerly referred to as U.K. Publishing).

Our current portfolio of media assets includes the USA TODAY NETWORK, which includes USA TODAY and local media organizations in 4543 states in the ~~U.S.~~United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K.") ~~with more than 150 local media brands.~~. We also ~~operate a~~own digital marketing ~~solutions company, branded LOCALiQ,~~services companies under the brand LocaliQ, which ~~provides~~provide a cloud-based platform of products to enable small and medium-sized businesses to accomplish their marketing goals. In addition, ~~we run~~our portfolio includes what we believe is the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures.

Through USA TODAY, our network of local ~~property network,~~properties, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage with it 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 2two segments, Gannett Media and ~~DMS.~~Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions such as legal, human resources, accounting, analytics, finance and ~~marketing.~~marketing, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements.

~~Impacts of the COVID-19 pandemic~~

As a result of the COVID-19 pandemic, we initially 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 reduced business travel. While COVID-19 related operating trends have improved since the second quarter of 2020, which represents the quarter that was most significantly impacted by the pandemic, we expect that the COVID-19 pandemic, and the resulting changes in consumer behavior, will continue to have a negative impact on our business and results of operations in the near-term, including lower revenues and attendance associated with events as compared to pre-COVID-19 pandemic levels and lower sales of single copy newspapers. If the COVID-19 pandemic were to revert to conditions that existed during 2020, including measures to help mitigate and control the spread of the virus, we would expect to experience further negative impacts in Advertising and marketing services revenues and Circulation revenues.

Basis of presentation

The unaudited condensed consolidated financial statements ~~included in this report 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~~Company have been prepared in ~~conformity~~accordance with ~~U.S.~~ generally accepted accounting principles in the United States of America ("U.S. GAAP") ~~applicable~~for interim financial information and with the instructions to ~~interim periods. All significant intercompany accounts~~Form 10-Q and ~~transactions~~Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been ~~eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest.~~condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore 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, ~~2021.~~2022.

7In the opinion of management, the unaudited condensed consolidated financial statements as of June 30, 2023 include all the assets, liabilities, revenues, expenses and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). All significant intercompany accounts and transactions have been eliminated in consolidation, and the Company consolidates its subsidiaries.

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Use of 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 materially from those estimates.

Significant estimates inherent in the preparation of the unaudited condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, and goodwill and intangible asset impairment ~~analysis, valuation of property, plant and equipment and intangible assets.~~analysis.

~~Recent accounting pronouncements adopted~~

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

In August 2020, the Financial Accounting Standards Board (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, 2021, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the accounting for the Company's $497.1 million in aggregate principal amount of 6.0% Senior Secured Convertible Notes due 2027 issued by the Company on November 17, 2020 (the "2027 Notes"), or the condensed consolidated financial statements.

~~Reference Rate Reform~~

In March 2020, the FASB issued guidance, ASU 2020-04, that provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate ("LIBOR"). ASU 2020-04 is effective prospectively for all entities through December 31, 2022, when the reference rate replacement activity is expected to have been completed. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During Q1 2022, the Company applied the optional expedient for contract modifications to the amendment of its five-year senior secured term loan facility in an aggregate principal amount of $516.0 million (the "New Senior Secured Term Loan") with Citibank N.A., as collateral agent and administrative agent for the lenders. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements.

~~Disclosures by Business Entities about Government Assistance~~

In November 2021, the FASB issued new guidance, ASU 2021-10, that requires annual disclosures for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including: (i) information about the nature of the transactions and related accounting policy used to account for the transactions; (ii) the line items on the condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive income (loss) affected by these transactions, including amounts applicable to each line; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements.

~~Accounting for Contract Assets and Contract Liabilities from Contracts with Customers in a Business Combination~~

In October 2021, the FASB issued new guidance, ASU 2021-08, that requires an acquirer to recognize and measure certain contract assets and contract liabilities in a business combination in accordance with ASC 606, "Revenue from Contracts with Customers", rather than at fair value on the acquisition date as required under current U.S. GAAP. This guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, including interim periods within those fiscal years. The early adoption of this guidance effective January 1, 2022 did not have a material impact on the condensed consolidated financial statements.

NOTE 2 — Revenues

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.

~~Table of Contents~~

The ~~Company’s~~Company's condensed consolidated statements of operations and comprehensive income (loss) 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,					Three months ended June 30,				Six months ended June 30,
In thousands	In thousands	2022		2021		2022		2021		In thousands	2023		2022		2023		2022
Print advertising	Print advertising	$	173,453	$	200,925	$	346,971	$	394,121	Print advertising	$	149,275	$	173,453	$	297,229	$	346,971
Digital advertising and marketing services	Digital advertising and marketing services	210,156		219,185		411,752		414,346		Digital advertising and marketing services	204,035		210,156		396,928		411,752
Total advertising and marketing services	Total advertising and marketing services	383,609		420,110		758,723		808,467		Total advertising and marketing services	353,310		383,609		694,157		758,723
Circulation	Circulation	274,624		310,259		563,226		635,696		Circulation	233,612		274,624		474,897		563,226
Other	Other	90,427		73,906		174,788		137,196		Other	85,435		90,427		172,220		174,788
Total revenues	Total revenues	$	748,660	$	804,275	$	1,496,737	$	1,581,359	Total revenues	$	672,357	$	748,660	$	1,341,274	$	1,496,737

For the three and six months ended June 30, 2023, revenues generated from international locations were approximately 10.0% and 10.1% of total revenues, respectively. For the three and six months ended June 30, 2022, revenues generated from international locations were approximately 9.8% and 9.3% ~~of total revenues, respectively. For the three and six months ended June 30, 2021, revenues generated from international locations were approximately 7.9% and 7.7%~~ of total revenues, respectively.

Deferred revenues

The Company records deferred revenues when cash payments are received in advance of the ~~Company’s~~Company's performance obligation. The 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 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 majority of our subscription customers are billed and pay on monthly terms.

The following table presents ~~changes~~the change in the deferred revenues balance by type of revenues:


		Six months ended June 30, 2022						Six months ended June 30, 2021						Six months ended June 30, 2023				Six months ended June 30, 2022
In thousands	In thousands	Advertising, marketing services, and other		Circulation		Total		Advertising, marketing services, and other		Circulation		Total			In thousands	Advertising, marketing services, and other		Circulation		Total		Advertising, marketing services, and other		Circulation		Total
Beginning balance	Beginning balance	$	60,665	$	124,173	$	184,838	$	51,686	$	134,321	$	186,007		Beginning balance	$	46,327	$	107,321	$	153,648	$	60,665	$	124,173	$	184,838
Acquisition	Acquisition	—		2,388		2,388		—		—		—			Acquisition	—		—		—		—		2,388		2,388
Cash receipts		140,331		489,333		629,664		132,167		512,262		644,429
Cash receipts, net of refunds															Cash receipts, net of refunds	138,697		407,797		546,494		140,331		489,333		629,664
Revenue recognized	Revenue recognized	(149,353)		(493,425)		(642,778)		(130,545)		(515,272)		(645,817)			Revenue recognized	(146,364)		(416,300)		(562,664)		(149,353)		(493,425)		(642,778)
Ending balance	Ending balance	$	51,643	$	122,469	$	174,112	$	53,308	$	131,311	$	184,619		Ending balance	$	38,660	$	98,818	$	137,478	$	51,643	$	122,469	$	174,112

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NOTE 3 — Accounts receivable, net

~~The Company performs its evaluation~~Receivables are presented net of allowances, which reflect the ~~collectability of trade receivables~~Company's expected credit losses 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" methodologyhistorical experience as ~~the baseline to calculate the allowance for doubtful accounts. The reserve percentage is calculated~~well as ~~a ratio of total net bad debts (less write-offs~~current 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.

expected economic conditions.

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The following table presents changes in the allowance for doubtful accounts:


		Six months ended June 30,					Six months ended June 30,
In thousands	In thousands	2022		2021		In thousands	2023		2022
Beginning balance	Beginning balance	$	16,470	$	20,843	Beginning balance	$	16,697	$	16,470
Current period provision	Current period provision	1,629		681		Current period provision	3,305		1,629
Write-offs charged against the allowance	Write-offs charged against the allowance	(8,503)		(5,943)		Write-offs charged against the allowance	(8,993)		(8,503)
Recoveries of amounts previously written-off	Recoveries of amounts previously written-off	1,994		2,296		Recoveries of amounts previously written-off	2,045		1,994
Other	Other	377		78		Other	116		377

Ending balance	Ending balance	$	11,967	$	17,955	Ending balance	$	13,170	$	11,967

~~The calculation of~~For the ~~allowance considers current economic, industry~~three and customer-specific conditions relative to their respective operating environments in the incremental allowances recorded related to high-risk accounts, bankruptcies, receivables in repayment plan and other aging specific reserves. As a result of this analysis,six months ended June 30, 2023, the Company ~~adjusts specific reserves~~recorded $1.9 million 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~~$3.3 million in local, regional or national 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.

bad debt expense, respectively. For the three and six months ended June 30, 2022, the Company recorded $4.0 million and $1.6 ~~million in bad debt expense, respectively. For the three and six months ended June 30, 2021, the Company recorded $2.9 million and $0.7~~ million in bad debt expense, respectively. Bad debt expense is included in Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). For both the three months and six months ended June 30, 2022, the Company recorded an increase in bad debt expense due to increased write-offs and reserves associated with circulation revenue in the second quarter of 2022.

NOTE 4 — Goodwill and intangible assets

Goodwill and intangible assets consisted of the following:


		June 30, 2022						December 31, 2021							June 30, 2023						December 31, 2022
In thousands	In thousands	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount		In thousands	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Finite-lived intangible assets:	Finite-lived intangible assets:													Finite-lived intangible assets:
Advertiser relationships	Advertiser relationships	$	453,993	$	174,834	$	279,159	$	453,038	$	153,988	$	299,050	Advertiser relationships	$	446,470	$	214,016	$	232,454	$	445,775	$	192,032	$	253,743
Other customer relationships	Other customer relationships	102,437		40,662		61,775		102,486		35,237		67,249		Other customer relationships	102,292		51,290		51,002		102,224		45,811		56,413
Subscriber relationships	Subscriber relationships	253,798		114,555		139,243		254,162		99,905		154,257		Subscriber relationships	251,097		141,097		110,000		251,083		126,899		124,184
Other intangible assets	Other intangible assets	68,780		50,752		18,028		68,690		44,291		24,399		Other intangible assets	68,780		59,245		9,535		68,780		55,932		12,848
Sub-total	Sub-total	$	879,008	$	380,803	$	498,205	$	878,376	$	333,421	$	544,955	Sub-total	$	868,639	$	465,648	$	402,991	$	867,862	$	420,674	$	447,188
Indefinite-lived intangible assets:	Indefinite-lived intangible assets:													Indefinite-lived intangible assets:
Mastheads	Mastheads					168,473						168,198		Mastheads					166,766						166,170
Total intangible assets	Total intangible assets					$	666,678					$	713,153	Total intangible assets					$	569,757					$	613,358

Goodwill	Goodwill					$	540,491					$	533,709	Goodwill					$	533,796					$	533,166

~~Table of Contents~~

~~Consistent with the Company’s past practice, the~~The Company ~~performed~~performs its annual goodwill and indefinite-lived intangible impairment ~~assessment in the second quarter~~assessments as of 2022 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 most significant assumptions utilized in the determination of the estimated fair values included revenue and cash flow projections, discount rates and long-term growth rates. The long-term growth rates are dependent on various factors and could be adversely impacted by a sustained decrease in overall market growth rates, the competitive environment, and relative currency exchange rates, and could be adversely impacted by a sustained increase in inflation, all of which the Company considered in determining the long-term growth rates used in the analysis, which ranged from 0.0% to 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 13.0% to 17.0%.

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 2022, the Company compared the fair value of each reporting unit to its carrying amount, which resulted in the fair value of all the reporting units being in excess of their carrying values. While the fair value of all reporting units exceeded their respective carrying values at June 30, 2022, the excess amount of fair value over carrying value for our Domestic Gannett Media reporting unit decreased from 126% during the 2021 annual impairment test to 22% during the 2022 annual impairment test.

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. During the second quarter of 2022, the Company compared the fair value of each indefinite-lived intangible asset to its carrying amount, which resulted in the fair value of each indefinite-lived intangible asset being in excess of its carrying value.

November 30. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under both ASC ~~360.~~ 350 "Intangibles - Goodwill and Other" ("ASC 350"), and ASC 360 "Property, Plant and Equipment" ("ASC 360"), which would require interim impairment testing.

As of June 30, ~~2022,~~2023, the Company performed ~~an interim~~a review of ~~its long-lived asset groups~~potential impairment indicators under both ASC 350 and ASC 360 and it was determined that no indicators of impairment ~~was~~were present.

NOTE 5 — Integration and reorganization costs ~~and asset impairments~~

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

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Severance-related expenses

The Company recorded severance-related expenses by segment as follows:


		Three months ended June 30,				Six months ended June 30,					Three months ended June 30,				Six months ended June 30,
In thousands	In thousands	2022		2021		2022		2021		In thousands	2023		2022		2023		2022
Gannett Media	Gannett Media	$	10,595	$	1,405	$	15,772	$	8,184	Gannett Media	$	1,708	$	10,595	$	7,820	$	15,772
Digital Marketing Solutions	Digital Marketing Solutions	140		(24)		149		(81)		Digital Marketing Solutions	(48)		140		(28)		149
Corporate and other	Corporate and other	902		(252)		1,076		123		Corporate and other	891		902		5,012		1,076
Total	Total	$	11,637	$	1,129	$	16,997	$	8,226	Total	$	2,551	$	11,637	$	12,804	$	16,997

~~Table of Contents~~

A ~~rollforward~~roll-forward of the accrued severance and related ~~costs~~expenses included in Accounts payable and accrued ~~expenses~~liabilities on the condensed consolidated balance sheets for the six months ended June 30, ~~2022~~2023 is as follows:


In thousands	Severance and related costs
Beginning balance	$	~~12,558~~29,773
Restructuring provision included in integration and reorganization costs	~~16,997~~12,804
Cash payments	~~(13,124)~~(28,781)
Ending balance	$	~~16,431~~13,796

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

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

~~Facility consolidation and other~~Other restructuring-related expenses represent costs for consolidating operations, systems implementation, ~~and~~ outsourcing of corporate ~~functions.~~functions and facility consolidations. The Company recorded ~~facility consolidation charges and other~~Other restructuring-related costs by segment as follows:


		Three months ended June 30,				Six months ended June 30,					Three months ended June 30,				Six months ended June 30,
In thousands	In thousands	2022		2021		2022		2021		In thousands	2023		2022		2023		2022
Gannett Media(a)	Gannett Media(a)	$	446	$	(1,602)	$	990	$	(1,055)	Gannett Media(a)	$	602	$	446	$	(861)	$	990
Digital Marketing Solutions	Digital Marketing Solutions	153		228		295		451		Digital Marketing Solutions	—		153		—		295
Corporate and other	Corporate and other	3,509		8,689		8,861		14,226		Corporate and other	4,134		3,509		7,471		8,861
Total	Total	$	4,108	$	7,315	$	10,146	$	13,622	Total	$	4,736	$	4,108	$	6,610	$	10,146

(a)

~~0Accelerated depreciation~~

The Company incurred accelerated depreciation, a component of Depreciation and amortization expense in the condensed consolidated statements of operations and comprehensive income (loss) related to the shortened useful life of assets due to the closing of print facilities and sale of property primarily at the Gannett Media segment, of $5.5 million and $1.1 million for the three months ended June 30, 2022 and 2021, respectively, and $10.2 million and $10.3 million for For the six months ended June 30, ~~2022 and 2021, respectively.~~2023, Other restructuring-related costs at the Gannett Media segment reflected the reversal of a withdrawal liability related to a multiemployer pension plan.

NOTE 6 — Debt

The Company's debt consisted of the following:


		June 30, 2022								December 31, 2021									June 30, 2023								December 31, 2022
(in millions)		Principal balance		Unamortized original issue discount		Unamortized deferred financing costs		Carrying value		Principal balance		Unamortized original issue discount		Unamortized deferred financing costs		Carrying value
New Senior Secured Term Loan		$	485.2	$	(10.9)	$	(2.3)	$	472.0	$	480.1	$	(14.1)	$	(2.7)	$	463.3
In millions																		In millions	Principal balance		Unamortized original issue discount		Unamortized deferred financing costs		Carrying value		Principal balance		Unamortized original issue discount		Unamortized deferred financing costs		Carrying value
Senior Secured Term Loan																		Senior Secured Term Loan	$	392.0	$	(7.1)	$	(1.5)	$	383.4	$	438.4	$	(8.9)	$	(1.9)	$	427.6
2026 Senior Notes	2026 Senior Notes	370.0		(11.3)		(8.9)		349.8		400.0		(13.7)		(10.7)		375.6		2026 Senior Notes	339.1		(8.0)		(6.2)		324.9		345.2		(9.4)		(7.3)		328.5
2027 Notes	2027 Notes	485.3		(87.4)		(1.9)		396.0		485.3		(93.2)		(2.0)		390.1		2027 Notes	485.3		(74.7)		(1.6)		409.0		485.3		(81.2)		(1.7)		402.4
2024 Notes	2024 Notes	3.3		—		—		3.3		3.3		—		—		3.3		2024 Notes	3.3		—		—		3.3		3.3		—		—		3.3
Total debt	Total debt	$	1,343.8	$	(109.6)	$	(13.1)	$	1,221.1	$	1,368.7	$	(121.0)	$	(15.4)	$	1,232.3	Total debt	$	1,219.7	$	(89.8)	$	(9.3)	$	1,120.6	$	1,272.2	$	(99.5)	$	(10.9)	$	1,161.8
Less: Current portion of long-term debt	Less: Current portion of long-term debt	$	(60.8)	$	—	$	—	$	(60.8)	$	(69.5)	$	—	$	—	$	(69.5)	Less: Current portion of long-term debt	$	(63.8)	$	—	$	—	$	(63.8)	$	(60.5)	$	—	$	—	$	(60.5)
Non-current portion of long-term debt	Non-current portion of long-term debt	$	1,283.0	$	(109.6)	$	(13.1)	$	1,160.3	$	1,299.2	$	(121.0)	$	(15.4)	$	1,162.8	Non-current portion of long-term debt	$	1,155.9	$	(89.8)	$	(9.3)	$	1,056.8	$	1,211.7	$	(99.5)	$	(10.9)	$	1,101.3

~~New~~

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Senior Secured Term Loan

On October 15, 2021, Gannett Holdings LLC ("Gannett Holdings"), a wholly-owned subsidiary of the Company, entered

~~Table~~ into the five-year senior secured term loan facility in an original aggregate principal amount of ~~Contents~~

~~into~~$516.0 million (the "Senior Secured Term Loan," formerly referred to as the New Senior Secured Term ~~Loan~~Loan) with Citibank N.A., as collateral agent and administrative agent for the lenders. On January 31, 2022, Gannett Holdings entered into an amendment (the "Term Loan Amendment") to ~~its New~~the Senior Secured Term Loan to provide for new incremental senior secured term loans (the "Incremental Term Loans") in an aggregate principal amount of $50 million. The Incremental Term Loans have substantially identical terms as the ~~New~~ Senior Secured Term Loan and are treated as a single tranche with the ~~New~~ Senior Secured Term Loan. The Term Loan Amendment also amended the ~~New~~ Senior Secured Term Loan to transition the interest rate base from ~~LIBOR~~the London Inter-bank Offered Rate ("LIBOR") to the Adjusted Term ~~SOFR and to permit the repurchase~~Secured Overnight Financing Rate ("Adjusted Term SOFR"). Effective as of up to $50 million of the Company's common stock, par value $0.01 per share ("Common Stock") under the Stock Repurchase Program (defined below in Note 10 — Supplemental equity information) consummated on or prior to December 31, 2022, in addition to capacity for Gannett Holdings to make restricted payments, including stock repurchases, currently permitted under other provisions of the New Senior Secured Term Loan and our other debt facilities, including the 2026 Senior Secured Notes Indenture and the 2027 Notes Indenture (terms defined below). On March 21, 2022 and April 8, 2022, Gannett Holdings entered into two separate amendments to ~~its New~~the Senior Secured Term Loan to provide for incremental senior secured term loans intotaling an aggregate principal amount of ~~$22.5~~$30.0 million (collectively, the "Exchanged Term Loans"). The Exchanged Term Loans have substantially identical terms as the Senior Secured Term Loan and ~~$7.5 million, respectively.~~Incremental Term Loans and are treated as a single tranche with the Senior Secured Term Loan and the Incremental Term Loans.

The ~~New~~ Senior Secured Term Loan bears interest at a per annum rate equal to the Adjusted Term SOFR (which shall not be less than 0.50% per annum) plus a margin ofequal to 5.00% or an alternate base rate (which shall not be less than 1.50% per annum) plus a margin equal to 4.00%. Loans under the ~~New~~ Senior Secured Term Loan may be prepaid, at the option of Gannett Holdings, at any time without premium, except a premium equal to 1.00% of the aggregate principal amount of the loans being repaid in connection with certain refinancing or repricing events that reduce the all-in yield applicable to the loans and occur on or before October 15, 2022.premium. In addition, we are required to repay the ~~New~~ Senior Secured 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 not permitted under the ~~New~~ Senior Secured Term Loan,, and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and its restricted subsidiaries in excess of $100 million at the end of each fiscal year of the Company. ~~The~~ ~~New~~Subsequent to the amendment effective as of April 8, 2022, the Senior Secured Term Loan ~~amortizes in equal quarterly installments, beginning June 30, 2022,~~is amortized at ~~a rate equal to 10.00%~~$15.1 million per ~~annum~~quarter (or, if the ratio of debt secured on an equal basis with the ~~New~~ Senior Secured Term Loan less unrestricted cash of the Company and its restricted subsidiaries to Consolidated EBITDA (as such terms are defined in the ~~New~~ Senior Secured Term Loan) (such ratio, the "First Lien Net Leverage Ratio"), for the most recently ended period of four consecutive fiscal quarters is equal to or less than 1.20 to 1.00, ~~5.00%~~$7.6 million per ~~annum)~~quarter). All obligations under the ~~New~~ Senior Secured Term Loan are secured by all or substantially all of the assets of the Company and the wholly-owned domestic subsidiaries of the Company (the ~~"New Senior~~"Senior Secured Term Loan Guarantors"). The obligations of Gannett Holdings under the ~~New~~ Senior Secured Term Loan are guaranteed on a senior secured basis by the Company and the ~~New~~ Senior Secured Term Loan Guarantors.

The ~~New~~ Senior Secured Term Loan contains usual and customary covenants for credit facilities of this type, including a requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among other things, our ability to incur debt, grant liens, sell assets, ~~and~~ make investments and pay dividends, in each case with customary exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.50 to 1.00, and (iii) an unlimited amount if First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of June 30, ~~2022,~~2023, the Company was in compliance with all of the covenants and obligations under the ~~New~~ Senior Secured Term Loan.

~~The New~~As of June 30, 2023 and December 31, 2022, the Senior Secured Term Loan was recorded at carrying value, which ~~approximates~~approximated fair value, in the condensed consolidated balance sheets and was classified as Level 2.

For the three and six months ended June 30, 2023, the Company recognized interest expense of $10.4 million and $20.7 million, respectively, and paid cash interest of $10.4 million and $20.8 million, respectively. For the three and six months ended June 30, 2022, the Company recognized interest expense of $7.5 million and $14.4 million, respectively, and paid cash interest ~~expense~~ of $7.5 million and $14.4 million, respectively. For the three and six months ended June 30, 2023, the Company recognized amortization of original issue discount of $0.7 million and $1.5 million, respectively, and amortization of deferred financing costs of $0.2 million and $0.3 million, respectively. For the three and six months ended June 30, 2022, the Company recognized amortization of original issue discount of $0.9 million and $1.8 million, respectively, and amortization of deferred financing costs of $0.2 million and $0.4 million, respectively. Additionally, during the three months ended June 30, 2023, there was no gain or loss on early extinguishment of debt, and during the six months ended June 30, 2023, the Company recognized losses on early extinguishment of debt of $0.4 million. For the three and six months ended June 30, 2022, the Company recognized losses on early extinguishment of debt of ~~approximately~~ $0.4 million and $1.8 million, respectively, related to the write-off of original issue discount and deferred financing costs as a result of early prepayments on the ~~New~~ Senior Secured Term Loan.

Table of Contents

For the three and six months ended June 30, ~~2022,~~2023, the Company made ~~prepayments, inclusive of both mandatory and optional prepayments, totaling $26.9~~$15.1 million and ~~$74.9~~$46.4 million, respectively, of prepayments, including quarterly amortization payments, which were classified as financing activities in the condensed consolidated statements of cash flows. As of June 30, ~~2022,~~2023, the effective interest rate for the ~~New~~ Senior Secured Term Loan was ~~6.3%~~11.1%.

~~Table of Contents~~

Senior Secured Notes due 2026

On October 15, 2021, Gannett Holdings completed a private offering of $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes"). The 2026 Senior Notes were issued pursuant to an indenture, dated October 15, 2021 (the "2026 Senior Notes Indenture") among Gannett Holdings, the Company, the guarantors from time to time party thereto (the "2026 Senior Notes Guarantors"), U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent, registrar, paying agent and authenticating agent.

For the year ended December 31, 2022, the Company repurchased $54.8 million in aggregate principal amount of outstanding 2026 Senior Notes pursuant to privately negotiated agreements with certain holders of the 2026 Senior Notes. As part of these repurchases, we exchanged an aggregate principal amount equal to $30.0 million of the 2026 Senior Notes for $30.0 million of new term loans under the Senior Secured Term Loan. The repurchases were treated as an extinguishment of a portion of the 2026 Senior Notes, and as a result, for the year ended December 31, 2022, the Company recognized a net gain on the early extinguishment of debt of approximately $2.6 million, which included write-offs of unamortized original issue discount and deferred financing costs.

For the six months ended June 30, 2023, the Company repurchased $6.1 million in aggregate principal amount of outstanding 2026 Senior Notes at a discount to par value pursuant to a privately negotiated agreement with a holder of the 2026 Senior Notes. As a result of this transaction, for the six months ended June 30, 2023, the Company recognized a net gain on the early extinguishment of debt of approximately $0.9 million, which included the write-off of unamortized original issue discount and deferred financing costs.

Interest on the 2026 Senior Notes is payable semi-annually in arrears, beginning on May 1, 2022. The 2026 Senior Notes mature on November 1, 2026, unless redeemed or repurchased earlier pursuant to the 2026 Senior Notes Indenture. The 2026 Senior Notes may be redeemed at the option of Gannett Holdings, in whole or in part, at any time and from time to time after November 1, 2023, at the redemption prices set forth in the 2026 Senior Notes Indenture. At any time prior to such date, Gannett Holdings will be entitled at its option to redeem all, but not less than all, of the 2026 Senior Notes at the "make-whole" redemption price set forth in the 2026 Senior Notes Indenture. Additionally, at any time prior to November 1, 2023, Gannett Holdings may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2026 Senior Notes at the redemption price set forth in the 2026 Senior Notes Indenture with the net cash proceeds of certain equity offerings. If certain changes of control with respect to Gannett Holdings or the Company occur, Gannett Holdings must offer to purchase the 2026 Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but excluding, the date of purchase. In addition, during any twelve-month period commencing on or after October 15, 2021 and ending prior to November 1, 2023, up to 10% of the aggregate principal amount of the 2026 Senior Notes issued under the 2026 Senior Notes Indenture may be redeemed at a purchase price equal to 103% of the aggregate principal amount of the 2026 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date.

The 2026 Senior Notes are unconditionally guaranteed, jointly and severally, on a senior secured basis by the 2026 Senior Notes Guarantors. The 2026 Senior Notes and such guarantees are secured on a first-priority basis by the collateral, consisting of substantially all of the assets of Gannett Holdings and the 2026 Senior Notes Guarantors, subject to certain intercreditor arrangements.

The 2026 Senior Notes Indenture limits the Company and its restricted ~~subsidiaries’~~subsidiaries' ability to, among other things, make investments, loans, advances, guarantees and acquisitions; incur or guarantee additional debt and issue certain disqualified equity interests and preferred stock; make certain restricted payments, including a limit on dividends on equity securities or payments to redeem, repurchase or retire equity securities or other indebtedness; dispose of assets; create liens on assets to secure debt; engage in transactions with affiliates; enter into certain restrictive agreements; and consolidate, merge, sell or otherwise dispose of all or substantially all of their or athe 2026 Senior Notes ~~Guarantor’s~~Guarantor's assets. These covenants are subject to a number of limitations and exceptions. The 2026 Senior Notes Indenture also contains customary events of default.

Table of Contents

As of June 30, 2023 and December 31, 2022, the 2026 Senior Notes were recorded at carrying value in the condensed consolidated balance sheets, which did not approximate fair value. The 2026 Senior Notes ~~are~~were classified as Level 2, ~~because it is measured at~~and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value ~~using commonly accepted valuation methodologies~~of the 2026 Senior Notes was $287.6 million and ~~indirectly observable, market-based risk measurements~~$281.7 million as of June 30, 2023 and ~~historical data,~~December 31, 2022, respectively, and ~~a review of prices and terms available for similar debt instruments.~~was primarily affected by fluctuations in market interest rates.

The unamortized original issue discount and deferred financing costs will be amortized over the remaining contractual life of the 2026 Senior ~~Notes.~~Notes using the effective interest method. For the three and six months ended June 30, 2023, the Company recognized interest expense of $5.1 million and $10.1 million, respectively, and paid cash interest of $10.2 million and $10.3 million, respectively. For the three and six months ended June 30, 2022, the Company recognized interest expense of $5.5 million and $11.5 million, respectively, and paid cash interest ~~expense~~ of $12.3 million and $12.9 million, respectively. For the three and six months ended June 30, 2023, the Company recognized amortization of original issue discount of $0.6 million and $1.2 million, respectively, and amortization of deferred financing costs of $0.5 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the Company recognized amortization of original ~~issue~~ discount of $0.7 million and $1.4 million, respectively, and amortization of deferred financing costs of $0.5 million and $1.1 million, ~~respectively, in connection with the 2026 Senior Notes.~~respectively. As of June 30, ~~2022,~~2023, the effective interest rate on the 2026 Senior Notes was 7.3%.

In March and April 2022, the Company entered into privately negotiated agreements with certain holders of our 2026 Senior Notes and repurchased $22.5 million and $7.5 million, respectively, of principal of our outstanding 2026 Senior Notes in exchange for $22.5 million and $7.5 million, respectively, of New Senior Secured Term Loans (discussed above). The repurchases were treated as an extinguishment of a portion of the 2026 Senior Notes and as a result, for the three and six months ended June 30, 2022, the Company recognized losses on early extinguishment of debt of approximately $0.4 million and $1.7 million, respectively, related to the write-off of deferred financing costs.

~~Table of Contents~~

Senior Secured Convertible Notes due 2027

The $497.1 million in aggregate principal amount of 6.0% Senior Secured Convertible Notes due 2027 ~~Notes~~(the "2027 Notes") were issued pursuant to an Indenture dated as of November 17, 2020, as amended by the First Supplemental Indenture dated as of December 21, 2020 and the Second Supplemental Indenture dated as of February 9, 2021 (collectively, the "2027 Notes Indenture"), between the Company and U.S. Bank National Association, as trustee.

In connection with the issuance of the 2027 Notes, the Company entered into an Investor Agreement (the "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. The Company also entered into an amendment to the Registration Rights Agreement dated November 19, 2019, between the Company and FIG ~~LLC, the Company's former manager.~~LLC.

Interest on the 2027 Notes is payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be converted at any time by the holders into cash, shares of the ~~Company’s Common Stock~~Company's common stock, par value $0.01 per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial conversion rate is 200 shares of Common Stock per $1,000 principal amount of 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 2027 Notes 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% (adjusted for repurchases and certain other events that reduce the outstanding amount of the 2027 Notes) of the Common Stock after giving effect to such issuance or sale (assuming the initial principal amount of the 2027 Notes remains outstanding). After giving effect to the repurchase of $11.8 million in aggregate principal ~~outstanding~~amount of ~~the~~outstanding 2027 Notes during the year ended December 31, 2021, such percentage is approximately 41%.

Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the 2027 Notes 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 2027 Notes Indenture) occurs, the Company will be required to offer to repurchase the 2027 Notes at a repurchase price of 110% of the principal amount thereof.

Holders of the 2027 Notes will have the right to put up to approximately $100 million of the 2027 Notes at par on or after the date that is 91 days after the maturity date of the ~~New~~ Senior Secured Term Loan.

Under the 2027 Notes Indenture, the Company 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 2027 Notes Indenture) does not exceed a specified ratio. In addition, the 2027 Notes Indenture provides that, at any time that the ~~Company’s~~Company's Total Gross Leverage Ratio (as defined in the 2027 Notes 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.

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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 and any subsidiaries of the Company that guarantee the ~~New~~ Senior Secured Term Loan. The 2027 Notes are secured by the same collateral that secures the ~~New~~ Senior Secured 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 that secured the indebtedness incurred in connection with the ~~New~~ Senior Secured Term Loan.

The 2027 Notes Indenture includes affirmative and negative covenants, including limitations on liens, indebtedness, dispositions, ~~loan,~~loans, advances and investors, sale and leaseback transactions, restricted payments, transactions with affiliates, restrictions on dividends and other payment restrictions affecting restricted subsidiaries, negative pledges and modifications to certain agreements. The 2027 Notes Indenture also requires that the Company maintain, as of the last day of each fiscal quarter, at least $30.0 million of Qualified Cash (as defined in the 2027 Notes Indenture). The 2027 Notes Indenture includes customary events of default.

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The 2027 Notes ~~has~~have two components: (i) a debt component, and (ii) an equity component. ~~The~~As of June 30, 2023 and December 31, 2022, the debt component of the 2027 Notes iswas recorded at carrying value in the condensed consolidated balance sheets. The carrying value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed at inception and did not approximate fair value as of June 30, 2023 and December 31, 2022. The 2027 Notes were classified as Level 2, ~~because it is measured at~~and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value ~~using commonly accepted valuation methodologies~~of the 2027 Notes was $374.2 million and ~~indirectly observable, market-based risk measurements~~$353.7 million as of June 30, 2023 and ~~historical data,~~December 31, 2022, respectively, and ~~a review~~was primarily affected by fluctuations in market interest rates and the price of ~~prices and terms available for similar debt instruments that do not contain a conversion feature.~~the Company's Common Stock. The fair value of the equity component iswas classified as Level 3 because it iswas measured at fair value using a binomial lattice model using assumptions based on market information and historical data, and significant unobservable inputs. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the amount of the conversion feature recorded in Additional paid-in capital was $279.6 million.

For the three and six months ended June 30, 2023, the Company recognized interest expense of $7.3 million and $14.5 million, respectively, and paid interest expense of $14.6 million for both the three and six months ended June 30, 2023. For the three and six months ended June 30, 2022, the Company recognized interest expense of $7.3 million and $14.5 million, respectively, and paid interest expense of $14.6 million for both the three and six months ended June 30, 2022. ~~For~~In addition, during the three and six months ended June 30, ~~2021,~~2023, the Company recognized ~~interest expense~~amortization of ~~$7.4~~the original issue discount of $3.3 million and ~~$14.9~~$6.5 million, respectively, and ~~paid interest expense~~an immaterial amount of ~~$16.1 million for both the three and six months ended June 30, 2021. In addition, during~~amortization of deferred financing costs. For the three and six months ended June 30, 2022, the Company recognized amortization of ~~the~~ original issue discount of $2.9 million and $5.8 million, respectively, and an immaterial amount of amortization of deferred financing ~~costs related to the 2027 Notes was immaterial for the three and six months ended~~costs. As of June 30, ~~2022. For~~2023, the three and six months ended June 30, 2021, the Company recognized amortization of original issue discount of $2.8 million and $5.1 million, respectively, and amortization of deferred financing costs related to the 2027 Notes was immaterial for the three and six months ended June 30, 2021. The effective interest rate on the liability component of the 2027 Notes was 10.5% ~~as of both June 30, 2022 and 2021.~~.

For the six months ended June 30, ~~2022,~~2023, 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 of the 2027 Notes to diluted earnings per share under the if-converted method.

Senior Convertible Notes due 2024

The $3.3 million principal value of the remaining 4.75% convertible senior notes due April 15, 2024 (the "2024 Notes") outstanding is reported ~~as convertible~~within the Current portion of long-term debt in the condensed consolidated balance sheets. As of June 30, ~~2022,~~2023, the effective interest rate on the 2024 Notes was 6.05%. As of June 30, 2023 and December 31, 2022, the 2024 Notes were recorded at carrying value, which approximated fair value, in the condensed consolidated balance sheets and were classified as Level 2.

NOTE 7 — Pensions and other postretirement benefit plans

We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under collective bargaining agreements. Our retirement plans include the Gannett Retirement Plan (the "GR Plan"), the Newsquest and Romanes Pension Schemes in the U.K., 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 2022 2021 2022 2021
Operating expenses:
Service cost - benefits earned during the period $ 434 $ 469 $ 23 $ 13
Non-operating expenses:
Interest cost on benefit obligation 18,132 17,106 434 401
Expected return on plan assets (36,509) (41,408) — —
Amortization of actuarial loss (gain) 25 42 (242) (47)
Total non-operating (benefit) expenses $ (18,352) $ (24,260) $ 192 $ 354
Total expense (benefit) for retirement plans $ (17,918) $ (23,791) $ 215 $ 367

1615

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Pension benefits Postretirement benefits
Six months ended June 30, Six months ended June 30,
In thousands 2022 2021 2022 2021
Operating expenses:
Service cost - benefits earned during the period $ 909 $ 980 $ 38 $ 44
Non-operating expenses:
Interest cost on benefit obligation 36,781 34,137 885 902
Expected return on plan assets (73,790) (82,838) — —
Amortization of actuarial loss (gain) 45 77 (294) (62)
Total non-operating (benefit) expenses $ (36,964) $ (48,624) $ 591 $ 840
Total expense (benefit) for retirement plans $ (36,055) $ (47,644) $ 629 $ 884
Retirement plan costs include the following components:


	Pension benefits				Postretirement benefits
	Three months ended June 30,				Three months ended June 30,
In thousands	2023		2022		2023		2022
Operating expenses:
Service cost - benefits earned during the period	$	346	$	434	$	10	$	23
Non-operating expenses:
Interest cost on benefit obligation	20,894		18,132		632		434
Expected return on plan assets	(23,814)		(36,509)		—		—
Amortization of prior service benefit	17		—		—		—
Amortization of actuarial loss (gain)	544		25		(536)		(242)

Total non-operating (benefit) expenses	$	(2,359)	$	(18,352)	$	96	$	192
Total expense (benefit) for retirement plans	$	(2,013)	$	(17,918)	$	106	$	215


	Pension benefits				Postretirement benefits
	Six months ended June 30,				Six months ended June 30,
In thousands	2023		2022		2023		2022
Operating expenses:
Service cost - benefits earned during the period	$	670	$	909	$	20	$	38
Non-operating expenses:
Interest cost on benefit obligations	42,095		36,781		1,264		885
Expected return on plan assets	(47,482)		(73,790)		—		—
Amortization of prior service benefit	33		—		—		—
Amortization of actuarial loss (gain)	1,084		45		(1,072)		(294)

Total non-operating (benefit) expense	$	(4,270)	$	(36,964)	$	192	$	591
Total (benefit) expense for retirement plans	$	(3,600)	$	(36,055)	$	212	$	629

Contributions

We are contractually obligated to contribute to our pension and postretirement benefit plans. During the six months ended June 30, ~~2022,~~2023, we contributed ~~$13.0~~$0.6 million and ~~$2.9~~$2.8 million to our pension and other postretirement plans, respectively. ~~Additionally,~~Beginning with the quarter ended December 31, 2022, and ending with the quarter ending September 30, 2024, the GR Plan's appointed actuary will certify the GR Plan's funded status for each quarter (the "Quarterly Certification") in ~~response~~accordance with U.S. GAAP. If the GR Plan is less than 100% funded, the Company will make a $1.0 million contribution to the ~~COVID-19 pandemic, our~~ GR Plan inno later than 60 days following the ~~U.S. has deferred certain~~receipt of the Quarterly Certification, provided, however, that the Company's obligation to make additional contractual contributions will terminate the earlier of (a) the day following the date that a contractual contribution would be due for the quarter ending September 30, 2024, and ~~negotiated~~(b) the date the Company has made a ~~contribution payment plan~~total of $5.0 million ~~per quarter starting December 31, 2020 through the end~~ of ~~September~~contractual contributions subsequent to June 30, 2022. As of June 30, 2023, theGR Plan was more than 100% funded.

NOTE 8 — Fair value measurement

In accordance with ASC 820 "Fair Value Measurement," fair value 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~~Company's own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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 NAV have not been classified in the fair value hierarchy.

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The Company's debt is recorded on the condensed consolidated balance sheets at carrying value. Refer to Note 6 — Debt for additional discussion regarding fair value of the ~~New Senior Secured Term Loan, the 2026 Senior Notes, the 2027 Notes and the 2024 Notes.~~Company's debt instruments.

Certain assets are measured at fair value on a 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), which are recorded in Other current assets on the condensed consolidated balance sheets, are measured on a nonrecurring basis and are evaluated using executed purchase agreements, letters of intent or third-party valuation analyses when certain circumstances arise. ~~Assets~~The Company has classified certain real estate assets as held for sale, ~~totaled $1.1~~primarily at the Gannett Media segment, totaling $27.5 million and ~~$3.5~~$8.4 million as of June 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022, respectively, as part of our plan to monetize non-core assets. We expect to record a gain on the sale of assets held for sale as of June 30, 2023 in the third quarter of 2023 upon closing of the transactions. During the three and six months ended June 30, 2023, we recognized a net loss on the sale of assets of $0.1 million and a net gain of $17.5 million, respectively, primarily in connection with assets held for sale at December 31, 2022. The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the ~~second~~fourth 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 4 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment.

NOTE 9 — Income taxes

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


		Three months ended June 30,						Six months ended June 30,							Three months ended June 30,						Six months ended June 30,
In thousands	In thousands	2022			2021			2022			2021			In thousands	2023			2022			2023			2022
Income (loss) before income taxes		$	(31,542)		$	32,401		$	(42,251)		$	(119,409)
Provision for income taxes		22,158			17,692			14,551			8,583
Loss before income taxes														Loss before income taxes	$	(11,357)		$	(31,542)		$	(18,426)		$	(42,251)
Provision (benefit) for income taxes														Provision (benefit) for income taxes	1,333			22,158			(15,996)			14,551
Effective tax rate	Effective tax rate	(70.3)		%	54.6		%	(34.4)		%	(7.2)		%	Effective tax rate	(11.7)		%	(70.3)		%	86.8		%	(34.4)		%

The provision (benefit) for income taxes is calculated by applying the ~~estimated~~projected annual effective tax rate for the year to the current period income or loss before tax plus the tax effect of any significant or unusual items ~~discrete events, or~~(discrete events), and changes in tax ~~law.~~laws. The provision for income taxes for the three months ended June 30, 2023, was mainly driven by a decrease in the estimated annual effective tax rate applied to the full year resulting from an increase in the net income before tax projections used in the second quarter of 2023, the change in valuation allowances on non-deductible U.S. interest expense carryforwards, and the global intangible low-taxed income inclusion. The provision was calculated using an estimated annual effective tax rate of 110.0%. The estimated annual effective tax rate is principally impacted by valuation allowances on non-deductible interest expense carryforwards, the global intangible low-taxed income inclusion, and foreign tax expense, which is partially offset by the benefit of U.S. pre-tax book loss. The estimated annual effective tax rate is based on the projected tax expense for the full year.

17The benefit for income taxes for the six months ended June 30, 2023, was mainly driven by the tax benefit of the pre-tax book loss, the change in valuation allowances on non-deductible U.S. interest expense carryforwards, and the global intangible low-taxed income inclusion.

~~Table~~

The total amount of ~~Contents~~unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $52.1 million and $43.3 million as of June 30, 2023 and December 31, 2022, respectively. The amount of accrued interest and penalties payable related to unrecognized tax benefits was $4.4 million and $3.9 million as of June 30, 2023 and December 31, 2022, respectively.

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 the potential change to the amount of unrecognized tax benefits cannot be made.

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our wholly owned ~~U.K~~U.K. subsidiary. The provision was calculated using anthe estimated annual effective tax rate of negative ~~43.30%~~43.3%. The estimated annual effective tax rate is principally impacted by the valuation allowances on non-deductible interest expense carryforwards, the pre-tax book loss benefit, the global intangible low taxed income inclusion, and state and foreign income tax expense.

The provision for income taxes for the six months ended June 30, 2022, was mainly driven by the valuation allowances on non-deductible interest expense carryforwards, pre-tax loss benefit during the period, and the global intangible low taxed income inclusion.

~~The total amount~~On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of ~~unrecognized~~2022 (the "Inflation Reduction Act"), which includes, among other provisions, changes to the U.S. corporate income tax ~~benefits that, if recognized, may impact~~system, including a 15% minimum tax based on "average adjusted financial statement income" exceeding $1 billion for any three consecutive years preceding the ~~effective~~ tax ~~rate was approximately $46.5~~year and a 1% excise tax on net repurchases of stock in excess of $1 million ~~and $45.0 million as of June 30, 2022 and~~after December 31, ~~2021, respectively. The amount of accrued interest and penalties payable related to unrecognized tax benefits was $4.0 million and $3.7 million as of June 30, 2022 and December 31, 2021, respectively.~~

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.

~~The provision for income taxes for~~2022. During the three ~~months ended June 30, 2021 was mainly driven by the pre-tax income~~ and was 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 projected tax expense for the full year.

~~The provision for income taxes for the~~ six months ended June 30, ~~2021 was mainly driven by~~2023, we did not experience a material financial impact from the ~~pre-tax net loss generated~~Inflation Reduction Act. We do not anticipate a material financial impact from the Inflation Reduction Act during the ~~first quarter~~second half of 2021. The tax provision was also 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.2023.

NOTE 10 — Supplemental equity information

~~Income (loss)~~Loss per share

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

Three months ended June 30, Six months ended June 30,
In thousands, except per share data 2022 2021 2022 2021
Net income (loss) attributable to Gannett $ (53,688) $ 15,115 $ (56,655) $ (127,201)
Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes — 7,470 — —
Net income (loss) attributable to Gannett for diluted earnings per share $ (53,688) $ 22,585 $ (56,655) $ (127,201)
Basic weighted average shares outstanding 137,132 134,744 136,781 134,411
Effect of dilutive securities:
Restricted stock grants — 3,350 — —
2027 Notes — 99,419 — —
Diluted weighted average shares outstanding 137,132 237,513 136,781 134,411
Income (loss) per share attributable to Gannett - basic $ (0.39) $ 0.11 $ (0.41) $ (0.95)
Income (loss) per share attributable to Gannett - diluted $ (0.39) $ 0.10 $ (0.41) $ (0.95)


	Three months ended June 30,				Six months ended June 30,
In thousands, except per share data	2023		2022		2023		2022
Net loss attributable to Gannett	$	(12,677)	$	(53,688)	$	(2,333)	$	(56,655)



Basic weighted average shares outstanding	139,805		137,132		138,873		136,781



Diluted weighted average shares outstanding	139,805		137,132		138,873		136,781

Loss per share attributable to Gannett - basic	$	(0.09)	$	(0.39)	$	(0.02)	$	(0.41)
Loss per share attributable to Gannett - diluted	$	(0.09)	$	(0.39)	$	(0.02)	$	(0.41)

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


		Three months ended June 30,		Six months ended June 30,			Three months ended June 30,		Six months ended June 30,
In thousands	In thousands	2022	2021	2022	2021	In thousands	2023	2022	2023	2022
Warrants	Warrants	845	845	845	845	Warrants	845	845	845	845
Stock options	Stock options	6,068	6,068	6,068	6,068	Stock options	6,068	6,068	6,068	6,068
Restricted stock grants (a)	Restricted stock grants (a)	11,789	46	11,789	10,577	Restricted stock grants (a)	8,937	11,789	8,937	11,789
2027 Notes (b)	2027 Notes (b)	97,057	—	97,057	99,419	2027 Notes (b)	97,057	97,057	97,057	97,057

(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, ~~2022~~2023 and ~~2021~~2022 as stipulated in the 2027 Notes Indenture.

The 2027 Notes may be converted at any time by the holders into cash, shares of the ~~Company’s~~Company's Common Stock or any combination of cash and Common Stock, at the ~~Company’s~~Company's election. Conversion of all of the 2027 Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 287.2 million shares of Common Stock. The Company has excluded approximately ~~190.1~~287.2 million shares from the income (loss) per share calculation, representing ~~the difference between the total number of shares that would be convertible at June 30, 2022 and~~ the total number of shares issuable assuming the maximum increase in the conversion rate. As of June 30, 2023, 97.1 million shares representing the total number of shares that would be convertible were excluded from the income (loss) per share calculation because their effect would be antidilutive.

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Share-based compensation

~~The Company recognized~~Share-based compensation ~~cost~~expense was $5.0 million and $8.8 million for ~~share-based payments of~~the three and six months ended June 30, 2023, respectively, and $5.4 million and $8.8 million for the three and six months ended June 30, 2022, ~~respectively, and $5.8 million and $9.2 million for the three and six months ended June 30, 2021,~~ respectively.

The total compensation cost not yet recognized related to non-vested awards as of June 30, ~~2022~~2023 was ~~$41.5~~$24.7 million, which is expected to be recognized over a weighted-average period of ~~2.3~~1.9 years through ~~October 2024.~~May 2025.

Equity awards

During the six months ended June 30, ~~2022,~~2023, a total of ~~7.3~~5.2 million RSAs were granted. RSAs generally vest ~~33.3%~~one-third on each of the first ~~and second anniversary of the date of grant, and 33.4% on the third anniversary~~three anniversaries of the date of grant, subject to the participants' continued employment with the Company and the terms of the applicable award agreement. The weighted average grant date fair value of RSAs granted during the six months ended June 30, ~~2022~~2023 was ~~$4.32.~~

During the six months ended June 30, 2022, a total of 0.3 million PSUs were granted. PSUs are subject to the achievement of certain performance goals over the eligible period. Compensation cost ultimately recognized for these PSUs will equal the grant-date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, we record compensation cost based on the expected level of achievement of the performance conditions.$1.87.

Preferred stock

The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the Company's Board of ~~which~~Directors. The Company previously designated 150,000 preferred shares ~~have been designated~~ as Series A Junior Participating Preferred Stock, ~~none~~which were eliminated on May 5, 2023 upon the filing of a Certificate of Elimination with the Secretary of State of the State of Delaware and which ~~are outstanding.~~shares were returned to the status of authorized but unissued shares of preferred stock, without designation. There were no issuances of preferred stock during the six months ended June 30, ~~2022.~~2023.

Stock Repurchase Program

On February 1, 2022, the Company's Board of Directors authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of the Company's Common ~~Stock (the "Stock Repurchase Program").~~Stock. Repurchases may be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. The amount and timing of the purchases, if any, will depend on a number of factors, including, but not limited to, the price and availability of the ~~Company’s~~Company's shares, trading volume, capital availability, Company performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time. Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief.

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~~For both~~During the three and six months ended June 30, ~~2022,~~2023, the Company ~~repurchased 800 thousand~~did not repurchase any shares of Common Stock under the Stock Repurchase ~~Program for approximately $3.1 million, excluding commissions.~~Program. As of June 30, ~~2022,~~2023, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. The Company does not anticipate repurchasing any shares of Common Stock pursuant to the Stock Repurchase Program during the second half of 2023.

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

The following tables summarize the components of, and the changes in, Accumulated other comprehensive ~~income (loss),~~loss, net of ~~tax for the six months ended June 30, 2022 and 2021:~~tax:


		Six months ended June 30, 2022						Six months ended June 30, 2021							Six months ended June 30, 2023						Six months ended June 30, 2022
In thousands	In thousands	Pension and postretirement plans		Foreign currency translation		Total		Pension and postretirement plans		Foreign currency translation		Total		In thousands	Pension and postretirement benefit plans		Foreign currency translation		Total		Pension and postretirement benefit plans		Foreign currency translation		Total
Beginning balance	Beginning balance	$	50,870	$	9,128	$	59,998	$	40,441	$	9,732	$	50,173	Beginning balance	$	(86,351)	$	(14,880)	$	(101,231)	$	50,870	$	9,128	$	59,998
Other comprehensive income (loss) before reclassifications		10,138		(23,204)		(13,066)		(958)		4,787		3,829
Other comprehensive income (loss) before reclassifications, net of taxes														Other comprehensive income (loss) before reclassifications, net of taxes	15,342		12,164		27,506		10,138		(23,204)		(13,066)
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)	Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)	(185)		—		(185)		11		—		11		Amounts reclassified from accumulated other comprehensive income (loss) (a)(b)	31		—		31		(185)		—		(185)
Net current period other comprehensive income (loss), net of taxes	Net current period other comprehensive income (loss), net of taxes	9,953		(23,204)		(13,251)		(947)		4,787		3,840		Net current period other comprehensive income (loss), net of taxes	15,373		12,164		27,537		9,953		(23,204)		(13,251)
Ending balance	Ending balance	$	60,823	$	(14,076)	$	46,747	$	39,494	$	14,519	$	54,013	Ending balance	$	(70,978)	$	(2,716)	$	(73,694)	$	60,823	$	(14,076)	$	46,747

(a)~~This~~Amounts reclassified from accumulated other comprehensive (loss) income ~~(loss) component is~~are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.

(b)Amounts reclassified from accumulated other comprehensive ~~loss~~(loss) income are recorded net of tax impacts of ~~$64~~$14 thousand and $4$64 thousand for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

NOTE 11 — 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, matters such 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~~Company's consolidated results of operations or financial position.

We are also 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~~believe it is reasonably possible that its current and ~~any~~ threatened legal proceedings towill have a material adverse effect on the ~~Company’s~~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~~Company's financial results.

On June 20,

2023, the Company filed a civil action against Google LLC and Alphabet Inc. (together, "Google") in the U.S. District Court in the Southern District of New York seeking injunctive relief and damages for the anticompetitive monopolization of advertising technology markets and for deceptive commercial practices. The Company's complaint details more than a dozen anticompetitive and deceptive acts that the Company believes demonstrate Google's unfair control and manipulation of all sides of each online advertising transaction. The Company intends to vigorously pursue this action. However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods, if and when the contingency is resolved, in accordance with ASC 450 "Contingencies." We do not expect the lawsuit to be a significant cost to us.

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NOTE 12 — Segment reporting

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

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•Gannett Media 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 across multiple platforms, including print, online, mobile, and tablet as well as niche publications, Circulation revenues from home delivery, digital distribution and single copy sales of our publications, and Other revenues, mainly from commercial printing, distribution arrangements, revenues from our events business, digital content syndication and affiliate revenues, and third-party newsprint sales. The Gannett Media reportable segment is an aggregation of 2two operating segments: Domestic Gannett Media and Newsquest.

•Digital Marketing Solutions is comprised of our digital marketing ~~solutions subsidiary, branded LOCALiQ.~~services companies under the brand LocaliQ. The results of this segment include 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 reportable segments above, 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, including legal, human resources, accounting, analytics, 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.

The CODM uses Adjusted EBITDA and Adjusted EBITDA margin to evaluate the performance of the segments and allocate resources. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial performance 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 income (loss) attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Other operating expenses, including third-party debt expenses and acquisition costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, and (13) certain other non-recurring charges. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues.

Management considers Adjusted EBITDA and Adjusted EBITDA margin to be important metrics to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as they eliminate the effect of items that 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, 2022														Three months ended June 30, 2023
In thousands	In thousands	Gannett Media			Digital Marketing Solutions			Corporate and other		Intersegment Eliminations		Consolidated			In thousands	Gannett Media			Digital Marketing Solutions			Corporate and other		Intersegment Eliminations		Consolidated
Advertising and marketing services - external sales	Advertising and marketing services - external sales	$	265,596		$	118,013		$	—	$	—	$	383,609		Advertising and marketing services - external sales	$	230,521		$	122,789		$	—	$	—	$	353,310
Advertising and marketing services - intersegment sales	Advertising and marketing services - intersegment sales	35,605			—			—		(35,605)		—			Advertising and marketing services - intersegment sales	37,908			—			—		(37,908)		—
Circulation	Circulation	274,624			—			—		—		274,624			Circulation	233,612			—			—		—		233,612
Other	Other	89,019			—			1,408		—		90,427			Other	83,762			—			1,673		—		85,435
Total operating revenues	Total operating revenues	$	664,844		$	118,013		$	1,408	$	(35,605)	$	748,660		Total operating revenues	$	585,803		$	122,789		$	1,673	$	(37,908)	$	672,357

Adjusted EBITDA (non-GAAP basis)	Adjusted EBITDA (non-GAAP basis)	$	50,856		$	14,306		$	(14,311)	$	—	$	50,851		Adjusted EBITDA (non-GAAP basis)	$	65,819		$	15,470		$	(10,138)	$	—	$	71,151
Adjusted EBITDA margin (non-GAAP basis)	Adjusted EBITDA margin (non-GAAP basis)	7.6		%	12.1		%	NM		NM		6.8		%	Adjusted EBITDA margin (non-GAAP basis)	11.2		%	12.6		%	NM		NM		10.6		%

NM indicates not meaningful.

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		Three months ended June 30, 2021														Three months ended June 30, 2022
In thousands	In thousands	Gannett Media			Digital Marketing Solutions			Corporate and other		Intersegment Eliminations		Consolidated			In thousands	Gannett Media			Digital Marketing Solutions			Corporate and other		Intersegment Eliminations		Consolidated
Advertising and marketing services - external sales	Advertising and marketing services - external sales	$	309,469		$	110,037		$	604	$	—	$	420,110		Advertising and marketing services - external sales	$	265,596		$	118,013		$	—	$	—	$	383,609
Advertising and marketing services - intersegment sales	Advertising and marketing services - intersegment sales	32,012			—			—		(32,012)		—			Advertising and marketing services - intersegment sales	35,605			—			—		(35,605)		—
Circulation	Circulation	310,258			—			1		—		310,259			Circulation	274,624			—			—		—		274,624
Other	Other	72,806			—			1,100		—		73,906			Other	89,019			—			1,408		—		90,427
Total operating revenues	Total operating revenues	$	724,545		$	110,037		$	1,705	$	(32,012)	$	804,275		Total operating revenues	$	664,844		$	118,013		$	1,408	$	(35,605)	$	748,660

Adjusted EBITDA (non-GAAP basis)	Adjusted EBITDA (non-GAAP basis)	$	114,189		$	12,529		$	(10,949)	$	—	$	115,769		Adjusted EBITDA (non-GAAP basis)	$	50,856		$	14,306		$	(14,311)	$	—	$	50,851
Adjusted EBITDA margin (non-GAAP basis)	Adjusted EBITDA margin (non-GAAP basis)	15.8		%	11.4		%	NM		NM		14.4		%	Adjusted EBITDA margin (non-GAAP basis)	7.6		%	12.1		%	NM		NM		6.8		%

NM indicates not meaningful.


	Six months ended June 30, 2023
In thousands	Gannett Media			Digital Marketing Solutions			Corporate and other		Intersegment Eliminations		Consolidated
Advertising and marketing services - external sales	$	458,551		$	235,606		$	—	$	—	$	694,157
Advertising and marketing services - intersegment sales	72,301			—			—		(72,301)		—
Circulation	474,897			—			—		—		474,897
Other	169,149			—			3,071		—		172,220
Total operating revenues	$	1,174,898		$	235,606		$	3,071	$	(72,301)	$	1,341,274

Adjusted EBITDA (non-GAAP basis)	$	123,082		$	27,153		$	(16,182)	$	—	$	134,053
Adjusted EBITDA margin (non-GAAP basis)	10.5		%	11.5		%	NM		NM		10.0		%

NM indicates not meaningful.


	Six months ended June 30, 2022
In thousands	Gannett Media			Digital Marketing Solutions			Corporate and other		Intersegment Eliminations		Consolidated
Advertising and marketing services - external sales	$	531,001		$	227,722		$	—	$	—	$	758,723
Advertising and marketing services - intersegment sales	68,962			—			—		(68,962)		—
Circulation	563,226			—			—		—		563,226
Other	172,074			—			2,714		—		174,788
Total operating revenues	$	1,335,263		$	227,722		$	2,714	$	(68,962)	$	1,496,737

Adjusted EBITDA (non-GAAP basis)	$	119,504		$	25,486		$	(29,968)	$	—	$	115,022
Adjusted EBITDA margin (non-GAAP basis)	8.9		%	11.2		%	NM		NM		7.7		%

~~NM indicates not meaningful.~~

Six months ended June 30, 2021
In thousands Gannett Media 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 — 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
Adjusted EBITDA margin (non-GAAP basis) 15.2 % 10.2 % NM NM 13.7 %

NM indicates not meaningful.

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


		Three months ended June 30,						Six months ended June 30,							Three months ended June 30,						Six months ended June 30,
In thousands	In thousands	2022			2021			2022			2021			In thousands	2023			2022			2023			2022
Net income (loss) attributable to Gannett		$	(53,688)		$	15,115		$	(56,655)		$	(127,201)
Provision for income taxes		22,158			17,692			14,551			8,583
Net loss attributable to Gannett														Net loss attributable to Gannett	$	(12,677)		$	(53,688)		$	(2,333)		$	(56,655)
Provision (benefit) for income taxes														Provision (benefit) for income taxes	1,333			22,158			(15,996)			14,551
Interest expense	Interest expense	26,084			35,264			52,090			74,767			Interest expense	28,559			26,084			56,889			52,090
Loss on early extinguishment of debt		749			2,834			3,492			22,235
(Gain) loss on early extinguishment of debt														(Gain) loss on early extinguishment of debt	—			749			(496)			3,492
Non-operating pension income	Non-operating pension income	(18,160)			(23,906)			(36,373)			(47,784)			Non-operating pension income	(2,263)			(18,160)			(4,078)			(36,373)
Loss on convertible notes derivative		—			—			—			126,600

Depreciation and amortization	Depreciation and amortization	49,530			48,242			97,313			106,345			Depreciation and amortization	39,784			49,530			83,482			97,313
Integration and reorganization costs	Integration and reorganization costs	15,745			8,444			27,143			21,848			Integration and reorganization costs	7,287			15,745			19,414			27,143
Other operating expenses	Other operating expenses	314			774			1,416			11,350			Other operating expenses	229			314			458			1,416
Asset impairments	Asset impairments	85			—			939			833			Asset impairments	1,177			85			1,182			939

Loss (gain) on sale or disposal of assets, net		372			5,294			(2,432)			10,039
(Gain) loss on sale or disposal of assets, net														(Gain) loss on sale or disposal of assets, net	146			372			(17,535)			(2,432)
Share-based compensation expense	Share-based compensation expense	5,385			5,779			8,778			9,202			Share-based compensation expense	5,047			5,385			8,783			8,778
Other Items		2,277			237			4,760			(583)
Other items														Other items	2,529			2,277			4,283			4,760
Adjusted EBITDA (non-GAAP basis)	Adjusted EBITDA (non-GAAP basis)	$	50,851		$	115,769		$	115,022		$	216,234		Adjusted EBITDA (non-GAAP basis)	$	71,151		$	50,851		$	134,053		$	115,022
Net income (loss) attributable to Gannett margin		(7.2)		%	1.9		%	(3.8)		%	(8.0)		%
Net loss attributable to Gannett margin														Net loss attributable to Gannett margin	(1.9)		%	(7.2)		%	(0.2)		%	(3.8)		%
Adjusted EBITDA margin (non-GAAP basis)	Adjusted EBITDA margin (non-GAAP basis)	6.8		%	14.4		%	7.7		%	13.7		%	Adjusted EBITDA margin (non-GAAP basis)	10.6		%	6.8		%	10.0		%	7.7		%

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 provision (benefit) for income taxes, as reported in the condensed consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level.

NOTE 13 — Other supplemental information

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~~plans and ~~their beneficiaries as specified in the plans.~~cash held with banking institutions for insurance.

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


		June 30,					June 30,
In thousands	In thousands	2022		2021		In thousands	2023		2022
Cash and cash equivalents	Cash and cash equivalents	$	87,331	$	158,563	Cash and cash equivalents	$	106,633	$	87,331
Restricted cash included in prepaid expenses and other current assets		1,117		4,879
Restricted cash included in other assets (a)		11,023		22,702
Restricted cash included in other current assets						Restricted cash included in other current assets	998		1,117
Restricted cash included in pension and other assets						Restricted cash included in pension and other assets	10,502		11,023
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	99,471	$	186,144	Total cash, cash equivalents and restricted cash	$	118,133	$	99,471

~~(a)~~ The decrease in Restricted cash included in other assets from June 30, 2021 to June 30, 2022 was mainly driven by the reclassification of amounts from Restricted cash to Deposits as the cash was not separately identifiable.

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Supplemental cash flow information

The following table presents supplemental cash flow information, including non-cash investing and financing activities:


		Six months ended June 30,					Six months ended June 30,
In thousands	In thousands	2022		2021		In thousands	2023		2022
Cash paid for taxes, net of refunds	Cash paid for taxes, net of refunds	$	2,396	$	(8,703)	Cash paid for taxes, net of refunds	$	3,502	$	2,396
Cash paid for interest	Cash paid for interest	41,898		49,902		Cash paid for interest	45,702		41,898
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Accrued capital expenditures	Accrued capital expenditures	$	1,406	$	924	Accrued capital expenditures	$	1,802	$	1,406

Accounts payable and accrued liabilities

A breakout of Accounts payable and accrued liabilities is presented below:


In thousands	In thousands	June 30, 2022		December 31, 2021		In thousands	June 30, 2023		December 31, 2022
Accounts payable	Accounts payable	$	138,923	$	157,257	Accounts payable	$	159,188	$	189,094
Compensation	Compensation	99,152		107,585		Compensation	70,045		87,937
Taxes (primarily property, sales, and payroll taxes)	Taxes (primarily property, sales, and payroll taxes)	16,969		26,042		Taxes (primarily property, sales, and payroll taxes)	10,579		11,940
Benefits	Benefits	19,992		21,056		Benefits	19,164		21,942
Interest	Interest	6,118		7,577		Interest	5,809		6,162
Other	Other	39,545		37,497		Other	37,523		34,773
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	320,699	$	357,014	Accounts payable and accrued liabilities	$	302,308	$	351,848

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ITEM 2. 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 consolidated financial statements and related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, 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 statements that reflect our plans, estimates, and beliefs, all of which are based on our current expectations and could be affected by certain uncertainties, risks, and other factors described under Cautionary Note Regarding Forward-Looking Statements, Risk Factors, and elsewhere throughout this Quarterly Report, as well as the factors described in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, 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

We are a subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. We operate a scalable, data-driven media platform that aligns with consumer and digital marketing trends. We aim to be the premier source for clarity, connections, and solutions within our communities. Our ~~strategy~~mission is ~~focused on driving~~to provide unbiased, unique local and national content and unrivaled marketing solutions to the communities we serve. We seek to drive audience growth and engagement by delivering ~~deeper~~valuable content experiences to our consumers, while offering the unique products and marketing expertise our advertisers desire. WeOur strategy prioritizes the growth of highly recurring digital businesses, while maximizing the lifetime value of our legacy print business, and we expect the execution of this strategy to enable us to continue our evolution ~~from a more traditional print media business~~ to a digitally-focused content platform.

On June 1, 2022, we announced a strategic organizational restructuring, which centralized the operations within each of our U.S. operating business units, Gannett Media and Digital Marketing Solutions (“DMS”). This change did not have any impact on segment reporting. However, our historical Publishing segment will be referred to as Gannett Media moving forward. The Gannett Media reportable segment is an aggregation of two operating segments: Domestic Gannett Media (formerly referred to as Domestic Publishing) and Newsquest (formerly referred to as U.K. Publishing).

Our current portfolio of media assets includes the USA TODAY NETWORK, which includes USA TODAY and local media organizations in 4543 states in the ~~U.S.~~United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom ~~("U.K.~~(the "U.K.") ~~with more than 150 local media brands.~~. We also ~~operate a~~own digital marketing ~~solutions company, branded LOCALiQ,~~services companies under the brand LocaliQ, which ~~provides~~provide a cloud-based platform of products to enable small and medium-sized businesses ("SMBs") to accomplish their marketing goals. In addition, ~~we run~~our portfolio includes what we believe is the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures.

Through USA TODAY, our network of local ~~property network,~~properties, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage with it on virtually any device or platform. Additionally, 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. We report in two segments, Gannett Media and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as legal, human resources, accounting, analytics, finance and marketing, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements.

Business Trends

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

•Print advertising and circulation ~~continues~~revenues continue to decline as our audience increasingly moves to digital platforms. ~~During the second quarter of 2022, we saw an acceleration in the rate of decline of our print advertising and circulation revenues as a result of macro-economic factors and consumer price sensitivity.~~ We seek to optimize our print operations to efficiently manage for ~~this~~the declining print audience. We are focused on converting a growing digitally-focused audience into paid digital-only subscribers to our publications.

•SMBs are facing ~~an increasingly~~a more complex marketing environment and need to create digital presence to capture audience online. Advertisers are increasingly looking for more effective ways to analyze their return on marketing investments and they are seeking solutions that offer greater attribution. We offer a broad suite of digital marketing services 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. While operating trends have improved since the second quarter of 2020, which represents the quarter that was most significantly impacted by the COVID-19 pandemic, we have experienced and expect to continue to

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~~experience a negative impact on our business and results of operations in the near-term, including lower revenues and attendance associated with events as compared to pre-COVID-19 pandemic levels.~~

•Newsprint availability remains constrained globally due to manufacturing facility closures and ongoing capacity shifts between newsprint and specialty paper grades. Further, supply chain issues have challenged and continue to challenge deliveries, resulting in significant delays, although we do not anticipate that this will impact our print operations.

•Inflationary prices across a number of categories such as labor, fuel, delivery costs, newsprint, ink, and printing plates have had and are ~~having~~expected to continue to have a negative impact on our overall cost ~~structure.~~structure year over year. In the short term, we believe the impact of inflationary pressure peaked in 2022.

~~Recent Developments~~

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~~Stock Repurchase Program~~

On February 1, 2022, our Board of Directors authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our common stock, par value $0.01 per share ("Common Stock"). Repurchases may be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. The amount and timing of the purchases will depend on a number of factors including, but not limited to, the price and availability of shares of Common Stock, trading volume, capital availability, our performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time.

For both the three and six months ended June 30, 2022, we repurchased 800 thousand shares of Common Stock under the Stock Repurchase Program for approximately $3.1 million, excluding commissions. As of June 30, 2022, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million.

~~Environmental, Social and Governance Initiatives~~

As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities. We are dedicated to ensuring that we have mindful and ethical business practices that positively impact our world. In 2021, we formed an executive-led, cross-functional committee to help deepen our commitment to people, planet, and communities through the formalization of an environmental, social and governance ("ESG") strategy. In early 2022, we published our inaugural 2022 ESG report detailing the alignment of our efforts across our company's corporate social responsibility pillars which are people, planet, and communities, with the U.N. Sustainable Development Goals ("SDG"). The 2022 ESG report reflects an important initial step towards providing increased transparency of Gannett's priorities and measured progress.

We selected Reduced Inequalities, Climate Action, and Peace, Justice & Strong Institutions as our key priorities. We aim to contribute to all 17 U.N. SDGs, but have chosen these three as our key priorities for sustainability where we believe we can help make the most significant impact. Each year we plan to update our progress and share more details about how we are working to achieve our goals.

Certain ~~matters affecting comparability~~Matters Affecting Comparability

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

(Gain) loss on sale or disposal of assets

For the three and six months ended June 30, 2023, we recognized a net loss on the sale of assets of $0.1 million and a net gain of $17.5 million, respectively. For the six months ended June 30, 2023, the net gain was primarily related to the sale of a domestic production facility at Gannett Media as part of our plan to monetize non-core assets as well as the gain on the sale of intellectual property of $1.4 million at our Corporate and other category. For the three and six months ended June 30, 2022, we recognized a net loss on the sale of assets of $0.4 million and a net gain of $2.4 million, respectively. For the six months ended June 30, 2022, the net gain was primarily related to sales of real estate, partially offset by losses on the sales of non-core products which were divested at Gannett Media.

Integration and reorganization costs

For the three and six months ended June 30, 2023, we incurred Integration and reorganization costs of $7.3 million and $19.4 million, respectively. Of the total costs incurred, $2.6 million and $12.8 million, respectively, were related to severance activities and $4.7 million and $6.6 million, respectively, were related to other costs, including costs for consolidating operations, primarily related to systems implementation and the outsourcing of corporate functions. In addition, for the six months ended June 30, 2023, other costs were partially offset by the reversal of a withdrawal liability related to a multiemployer pension plan. For the three and six months ended June 30, 2022, we incurred Integration and reorganization costs of $15.7 million and $27.1 million, respectively. Of the total costs incurred, $11.6 million and $17.0 million, respectively, were related to severance activities and $4.1 million and $10.1 million, respectively, were related to other costs, including ~~those~~costs for ~~the purpose of~~ consolidating operations, ~~mainly~~primarily related to systems implementation and the outsourcing of corporate functions. For the three and six months ended June 30, 2021, we incurred Integration and reorganization costs of $8.4 million and $21.8 million, respectively. Of the total costs incurred, $1.1 million and $8.2 million, respectively, were related to severance activities and $7.3 million and $13.6 million, respectively, were related to other costs, including those for the purpose of consolidating operations, mainly related to outsourcing of corporate functions and systems implementation.

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For the three months ended June 30, 2022, we did not cease any printing operations, and for the six months ended June 30, 2022 we ceased four printing operations as part of the synergy and ongoing cost reduction programs. As a result, we recognized accelerated depreciation of $5.5 million and $10.2 million during the three and six months ended June 30, 2022, respectively, driven primarily by the closure of a local printing facility in the first quarter of 2022, for which we incurred costs during the three months ended June 30, 2022. For the three and six months ended June 30, 2021, we ceased operations of two and ten printing operations, respectively, as part of the 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.

Foreign currency

Our U.K. media operations are conducted through our Newsquest subsidiary. In addition, we have foreign operations in regions such as Canada, 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. Currency translation fluctuations may impact revenue, expense, and operating income results for our international operations. Foreign currency headwinds have increased significantly as the U.S. dollar strengthened in relation to many foreign currencies, including the U.K. pound sterling. Foreign currency exchange rate fluctuations negatively impacted our revenues and profitability during the three and six months ended June 30, 2023, and may continue to negatively impact our financial results in the future.

~~Outlook for 2022~~

Strategy

~~On June 1, 2022, we announced a strategic organizational restructuring, which centralized the operations within each of our U.S. operating business units,~~ Gannett ~~Media and DMS. This structure was designed~~is committed to ~~align with our long-term strategic pillars and our commitment to becoming~~ a subscription-led business strategy that drives audience growth and ~~digitally-focused~~engagement by delivering valuable content experiences to our consumers, while offering the unique products and marketing expertise our advertisers desire. The execution of this strategy is expected to allow us to continue our evolution from a more traditional print media business to a digitally focused content creator and marketing solutions ~~company that is committed~~platform.

We intend to ~~empowering communities to thrive. Our areas~~create stockholder value through a variety of ~~strategic focus continue to~~methods, including organic growth driven by our consumer and business-to-business strategies, as well as through paying down debt. The five key operating pillars of our strategy include:

~~Accelerating~~Driving digital ~~subscriber~~subscriptions growth

~~The broad reach~~As consumers have become increasingly interested in digital consumption of our newsroom network, linking leading national journalism at USA TODAY, our local property network in 45 states in the U.S., and Newsquest in the U.K. with more than 150 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 ofto our consumer strategy is growing our paid digital-only subscriber base. ~~As part of~~We are able to deliver our unique local and national content to our customers across multiple print and digital platforms, and expect the addressable market for our digital ~~subscriber growth strategy,~~platforms to continue to grow. In service of that, we expect ~~to continue~~ to develop and launch ~~new~~additional digital subscription offerings tailored to specific topics and audiences in the future. We are focused on growing our digital-only subscriber base in order to maximize overall return and, ~~expand~~as a result, the ~~penetration~~volume of ~~newer subscription products.~~new digital-only subscriptions is expected to fluctuate versus historical trends.

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Driving ~~digital marketing services~~Digital Marketing Solutions growth by engaging more ~~clients~~customers in ~~a subscriber relationship~~recurring monthly revenue offerings

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~~customer base and volume of digital campaigns, we plan to use data and insights to inform new and dynamic advertising products, such as our "freemium" offering to complement our sales structures, which we believe will deliver superior results.

Optimizing our traditional businesses across print and advertising

We plan to continue to drive the profitability and lifetime value of our traditional ~~print~~ operations ~~through~~by focusing on product and property-level performance across our portfolio. We expect the continued evolution of the core print product, ~~economies of scale, process improvements,~~but remain committed to providing strong customer service and ~~operational focus. We will continue to evolve our business model, evaluating~~delivering high quality products for our print ~~portfolio~~subscribers. Advertising, both print and ~~frequencies in alignment with consumer's habits and moving toward a portfolio of products that are in line with our long-term~~ digital, ~~subscription strategies. 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 and we will continue to provide products that best serve our readers' and advertisers' needs. The Company is responding to the recent increased rate of revenue decline in the traditional print business with operational changes designed to mitigate the rate of volume decline in the future.levels.

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

By leveraging our unique footprint, trusted brands, and media reach, we identify, experiment with, and invest in potential growth businesses. Some examples of our growth businesses include our community events and promotions subsidiary, USA TODAY NETWORK Ventures, ~~is a strong example of one such experiment~~our consumer product review site, Reviewed, and our sports betting presence, which we have expanded through strategic partnerships. We expect to engage in future partnerships and expanded product offerings that ~~has grown significantly since its founding in 2015. For the three~~can further monetize our significant audience and ~~six months ended June 30, 2022, USA TODAY NETWORK Ventures hosted 62 and 87 events, respectively, and revenues increased 33.8% and 49.9%, respectively, compared to the same period in the prior year.~~unique footprint.

Building on our ~~inclusive~~environmental, social and ~~diverse~~governance focus to foster culture ~~to center around meaningful purpose, individual growth~~ and ~~customer focus~~community both internally and externally

~~Inclusion, Diversity~~We will continue our environmental, social and ~~Equity are core pillars of~~governance ("ESG") journey that is rooted in our ~~organization and influence all that we do, from recruiting, development and retention,~~strategic mission to day-to-day operations including hiring, onboarding, education, leadership training and professional development. We have published our inclusion goals for 2025 and our ongoing efforts to progress toward them, including an annual workforce diversity report, which was released for the first time in the first quarter of 2021. We believe aligning our culture around empoweringempower our communities to thrive and putting our customers at the center of everything we do. We support that mission with clearly defined values that aim to influence not only what we do, but how we do it, with one of the core pillars focusing on our ongoing commitments to inclusion, diversity and equity ("ID&E"). From our internal efforts around recruiting, development and retention, to our external efforts to provide high quality products and excellent customer service, we believe our strategic focus will ~~provide the foundation for~~benefit from our ~~broader strategic efforts.~~continued commitment to building upon our culture and community values.

~~Impacts~~Macroeconomic Environment

The U.S. and global economies and markets experienced increased volatility in 2022, and are expected to continue to experience volatility, due to factors, including higher inflation, increased interest rates, banking volatility, and other geopolitical events that are anticipated to continue during the remainder of 2023. Uncertain economic conditions adversely impacted our advertising revenues, and the occurrence of these factors has resulted in a reduction in demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop spend. The impact of the ~~COVID-19 pandemic~~uncertain macroeconomic conditions has not changed substantially since the initial volatility that began in the second quarter of 2022.

These challenging conditions, especially higher inflation and interest rates, have negatively impacted the consumer and resulted in increased price sensitivity from our print and paid digital-only subscribers. Consumer purchases of discretionary items, including our products and services, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. Increased consumer price sensitivity, along with delivery challenges associated with labor shortages, and ongoing consumer sentiment negatively impacted print circulation volumes as compared to the same periods in the prior year.

As a result of the ~~COVID-19 pandemic,~~macroeconomic volatility, we ~~initially~~ experienced ~~a significant decline~~rising costs, including costs associated with labor, newsprint, delivery, ink, printing plates, fuel, and utilities. However, we believe that the inflationary pressures peaked in ~~Advertising~~2022 and ~~marketing services revenues, which accelerated the secular declines that~~ we are beginning to realize and expect we may continue to ~~experience.~~realize lower prices related to newsprint costs. We ~~continue~~are also exposed to ~~experience constraints on~~potential increases in interest rates associated with our five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan," formerly referred to as the ~~sales~~New Senior Secured Term Loan), which as of ~~single copy newspapers, largely tied~~June 30, 2023 and December 31, 2022, accounted for approximately 32% and 34% of our outstanding debt, respectively, as well as fluctuations in foreign currency exchange rates, primarily related to ~~reduced business travel. While COVID-19 related operating trends have improved since~~our operations in the ~~second quarter of 2020,~~U.K. We expect continued uncertainty and volatility in the U.S. and global economies which ~~represents the quarter that was most significantly impacted by the pandemic, we expect that the COVID-19 pandemic, and the resulting changes in consumer behavior,~~ will continue to ~~have~~impact our business.

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Recent U.S. Tax Legislation

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"), which includes, among other provisions, changes to the U.S. corporate income tax system, including a ~~negative~~15% minimum tax based on "average adjusted financial statement income" exceeding $1 billion for any three consecutive years preceding the tax year and a 1% excise tax on net repurchases of stock in excess of $1 million after December 31, 2022. During the three and six months ended June 30, 2023, we did not experience a material financial impact ~~on our business and results~~from the Inflation Reduction Act. We do not anticipate a material financial impact from the Inflation Reduction Act during the second half of operations in the near-term, including lower revenues and attendance associated with events as compared to pre-COVID-19 pandemic levels and lower sales of single copy newspapers. If the COVID-19 pandemic were to revert to conditions that existed during 2020, including measures to help mitigate and control the spread of the virus, we would expect to experience further negative impacts in Advertising and marketing services revenues and Circulation revenues.2023.

Seasonality

Our revenues are subject to moderate seasonality, primarily due ~~primarily~~ to fluctuations in advertising volumes. Advertising and marketing services revenues for our Gannett Media segment are typically highest in the fourth quarter, primarily due to fluctuations in advertising volumes tied to the holidays, regional weather and levels of activity in our various markets, some of which have a high degree of seasonal residents and tourists. The volume of advertising sales in any period is also impacted by other external factors such as competitors' pricing, advertisers' decisions to increase or decrease their advertising expenditures in response to anticipated consumer demand, and general economic conditions. Uncertain economic conditions continued to adversely impact our advertising revenues in the first half of 2023, and the occurrence of these factors has resulted in a reduction in demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop spend. Refer to "Macroeconomic Environment" above for further discussion.

Environmental, Social and Governance Initiatives

As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities. We are dedicated to ensuring that we have mindful and ethical business practices that positively impact our world. In early 2023, we published our 2023 ESG Report detailing the progress we made on our U.N. Sustainable Development Goals ("U.N. SDGs") that include Reduced Inequalities, Climate Action, and Peace, Justice & Strong Institutions. The 2023 ESG Report included noteworthy highlights such as our efforts to improve our workplace diversity, expand our systems infrastructure to provide Scope 1 and 2 emissions for our entire global carbon footprint and reduce our number of manufacturing facilities. Also in early 2023, we published the inaugural edition of our network-wide 2022 Impact Report, which highlighted what we believe are the most influential articles we produced in 2022 and includes topics such as coverage on inclusion, diversity, and equity, as well as climate change.

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RESULTS OF OPERATIONS

Consolidated Summary

A summary of our consolidated results is presented below:


		Three months ended June 30,								Six months ended June 30,									Three months ended June 30,								Six months ended June 30,
In thousands, except per share amounts	In thousands, except per share amounts					Change								Change				In thousands, except per share amounts					Change								Change
		2022		2021		$		%		2022		2021		$		%			2023		2022		$		%		2023		2022		$		%
Operating revenues:	Operating revenues:																	Operating revenues:
Local and national print	Local and national print	$	105,721	$	127,600	(21,879)		(17)	%	$	208,465	$	244,999	(36,534)		(15)	%	Local and national print	$	86,114	$	105,721	$	(19,607)	(19)	%	$	168,263	$	208,465	$	(40,202)	(19)	%
Classified print	Classified print	67,732		73,325		(5,593)		(8)	%	138,506		149,122		(10,616)		(7)	%	Classified print	63,161		67,732		(4,571)		(7)	%	128,966		138,506		(9,540)		(7)	%
Print advertising	Print advertising	173,453		200,925		(27,472)		(14)	%	346,971		394,121		(47,150)		(12)	%	Print advertising	149,275		173,453		(24,178)		(14)	%	297,229		346,971		(49,742)		(14)	%

Digital media	Digital media	77,259		94,991		(17,732)		(19)	%	156,030		175,479		(19,449)		(11)	%	Digital media	67,995		77,259		(9,264)		(12)	%	134,128		156,030		(21,902)		(14)	%
Digital marketing services (a)	Digital marketing services (a)	117,465		111,392		6,073		5	%	226,456		212,856		13,600		6	%	Digital marketing services (a)	122,539		117,465		5,074		4	%	235,222		226,456		8,766		4	%
Digital classified	Digital classified	15,432		12,802		2,630		21	%	29,266		26,011		3,255		13	%	Digital classified	13,501		15,432		(1,931)		(13)	%	27,578		29,266		(1,688)		(6)	%
Digital advertising and marketing services	Digital advertising and marketing services	210,156		219,185		(9,029)		(4)	%	411,752		414,346		(2,594)		(1)	%	Digital advertising and marketing services	204,035		210,156		(6,121)		(3)	%	396,928		411,752		(14,824)		(4)	%

Advertising and marketing services	Advertising and marketing services	383,609		420,110		(36,501)		(9)	%	758,723		808,467		(49,744)		(6)	%	Advertising and marketing services	353,310		383,609		(30,299)		(8)	%	694,157		758,723		(64,566)		(9)	%

Print circulation	Print circulation	242,151		286,253		(44,102)		(15)	%	500,627		588,511		(87,884)		(15)	%	Print circulation	195,756		242,151		(46,395)		(19)	%	401,210		500,627		(99,417)		(20)	%
Digital-only circulation		32,473		24,006		8,467		35	%	62,599		47,185		15,414		33	%
Digital-only subscription																		Digital-only subscription	37,856		32,473		5,383		17	%	73,687		62,599		11,088		18	%
Circulation	Circulation	274,624		310,259		(35,635)		(11)	%	563,226		635,696		(72,470)		(11)	%	Circulation	233,612		274,624		(41,012)		(15)	%	474,897		563,226		(88,329)		(16)	%

Other	Other	90,427		73,906		16,521		22	%	174,788		137,196		37,592		27	%	Other	85,435		90,427		(4,992)		(6)	%	172,220		174,788		(2,568)		(1)	%

Total operating revenues	Total operating revenues	748,660		804,275		(55,615)		(7)	%	1,496,737		1,581,359		(84,622)		(5)	%	Total operating revenues	672,357		748,660		(76,303)		(10)	%	1,341,274		1,496,737		(155,463)		(10)	%

Total operating expenses (a)	Total operating expenses (a)	769,884		758,830		11,054		1	%	1,519,939		1,527,973		(8,034)		(1)	%	Total operating expenses (a)	658,846		769,884		(111,038)		(14)	%	1,307,802		1,519,939		(212,137)		(14)	%
Operating income (loss)	Operating income (loss)	(21,224)		45,445		(66,669)		***		(23,202)		53,386		(76,588)		***		Operating income (loss)	13,511		(21,224)		34,735		***		33,472		(23,202)		56,674		***
Non-operating expenses	Non-operating expenses	10,318		13,044		(2,726)		(21)	%	19,049		172,795		(153,746)		(89)	%	Non-operating expenses	24,868		10,318		14,550		***		51,898		19,049		32,849		***
Income (loss) before income taxes		(31,542)		32,401		(63,943)		***		(42,251)		(119,409)		77,158		(65)	%
Provision for income taxes		22,158		17,692		4,466		25	%	14,551		8,583		5,968		70	%
Net income (loss)		(53,700)		14,709		(68,409)		***		(56,802)		(127,992)		71,190		(56)	%
Loss before income taxes																		Loss before income taxes	(11,357)		(31,542)		20,185		(64)	%	(18,426)		(42,251)		23,825		(56)	%
Provision (benefit) for income taxes																		Provision (benefit) for income taxes	1,333		22,158		(20,825)		(94)	%	(15,996)		14,551		(30,547)		***
Net loss																		Net loss	(12,690)		(53,700)		41,010		(76)	%	(2,430)		(56,802)		54,372		(96)	%
Net loss attributable to noncontrolling interests	Net loss attributable to noncontrolling interests	(12)		(406)		394		(97)	%	(147)		(791)		644		(81)	%	Net loss attributable to noncontrolling interests	(13)		(12)		(1)		8	%	(97)		(147)		50		(34)	%
Net income (loss) attributable to Gannett		$	(53,688)	$	15,115	$	(68,803)	***		$	(56,655)	$	(127,201)	$	70,546	(55)	%
Net loss attributable to Gannett																		Net loss attributable to Gannett	$	(12,677)	$	(53,688)	$	41,011	(76)	%	$	(2,333)	$	(56,655)	$	54,322	(96)	%

Income (loss) per share attributable to Gannett - basic		$	(0.39)	$	0.11	$	(0.50)	***		$	(0.41)	$	(0.95)	$	0.54	(57)	%
Income (loss) per share attributable to Gannett - diluted		$	(0.39)	$	0.10	$	(0.49)	***		$	(0.41)	$	(0.95)	$	0.54	(57)	%
Loss per share attributable to Gannett - basic																		Loss per share attributable to Gannett - basic	$	(0.09)	$	(0.39)	$	0.30	(77)	%	$	(0.02)	$	(0.41)	$	0.39	(95)	%
Loss per share attributable to Gannett - diluted																		Loss per share attributable to Gannett - diluted	$	(0.09)	$	(0.39)	$	0.30	(77)	%	$	(0.02)	$	(0.41)	$	0.39	(95)	%

(a) Amounts are net of intersegment eliminations of ~~$35.6~~$37.9 million and ~~$32.0~~$35.6 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$69.0~~$72.3 million and ~~$59.9~~$69.0 million for the six months ended June 30, 2023 and 2022, ~~and 2021~~, respectively, ~~that~~which represent digital advertising marketing services revenues and expenses associated with products sold by our U.S. local Gannett Media sales teams but fulfilled by our DMS segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation.

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

Operating revenues

Advertising and marketing services revenues are generated by both the Gannett Media and DMS segments. At the Gannett Media segment, Advertising and marketing services revenues are generated by the sale of local, national, and classified print advertising products, digital advertising offerings such as digital classified advertisements, digital media such as display advertisements run on our platforms as well as third-party sites, and digital marketing services delivered by our DMS segment. At the DMS segment, Advertising and marketing services revenues are generated through multiple services, including search

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advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions.

Circulation revenues, which are generated at the Gannett Media segment, are derived from home delivery, digital distribution and single copy sales of our publications.

Other revenues, which are primarily generated at the Gannett Media segment, are derived mainly from commercial printing, distribution arrangements, revenues from our events business, digital content syndication and affiliate revenues and third-party newsprint sales, and to a lesser extent generated at our Corporate and other category, mainly driven by sales of cloud-based products with expert guidance and support.

Operating expenses

Operating expenses consist primarily of the following:

•Operating costs at the Gannett Media segment include labor, newsprint and delivery costs and at the DMS segment include the cost of online media acquired from third parties and costs to manage and operate our marketing solutions and technology infrastructure;

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

•Depreciation and amortization;

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

•Impairment charges, including costs incurred related to goodwill, intangible assets and property, plant and equipment;

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

•Other operating expenses, including third-party debt expenses as well as acquisition-related costs.

Refer to Segment results below for a discussion of the results of operations by segment.

Non-operating (income) expense

Interest expense: For the three and six months ended June 30, ~~2022,~~2023, Interest expense was ~~$26.1~~$28.6 million and ~~$52.1~~$56.9 million, respectively, compared to ~~$35.3~~$26.1 million and ~~$74.8~~$52.1 million for the three and six months ended June 30, ~~2021,~~2022, respectively. The ~~decrease~~increase in interest expense for the three and six months ended June 30, ~~2022~~2023, compared to the same periods in ~~2021~~2022 was ~~mainly~~primarily due to ~~a lower debt balance and~~ the ~~impact of lower interest rates on our outstanding fixed-rate debt. The~~ impact of the increase in interest rates on our ~~five-year senior secured term loan facility in an aggregate principal amount of $516.0 million (the "New~~ Senior Secured Term ~~Loan") was~~Loan, partially offset by a lower debt balance, ~~due to payments of~~mainly driven by quarterly amortization payments and required ~~prepayments.~~prepayments on our Senior Secured Term Loan and repurchases of our 2026 Senior Notes.

~~Loss~~(Gain) loss on early extinguishment of debt: For the three ~~and~~months ended June 30, 2023, there was no gain or loss on the early extinguishment of debt compared to a loss of $0.7 million for the three months ended June 30, 2022. For the three months ended June 30, 2022, the loss on the early extinguishment of debt was due to refinancing activities related to our Senior Secured Term Loan during the second quarter of 2022. For the six months ended June 30, ~~2022, Loss on early extinguishment~~2023, there was a gain of ~~debt was $0.7~~$0.5 million ~~and~~compared to a loss of $3.5 million ~~respectively, compared to $2.8 million and $22.2 million~~ for the six months ended June 30, 2022. For the three and six months ended June 30, ~~2021, respectively. The decrease~~2023, the change in the (Gain) loss on the early extinguishment of debt ~~for the three and six months ended June 30, 2022~~ compared to the same periods in ~~2021~~2022 was mainly due to ~~a lower amount of early prepayments made in the second quarter of 2022 compared~~refinancing activities related to ~~the same period in the prior year on~~ our ~~term loan facilities,~~2026 Senior Notes and ~~for the six months ended June 30, 2022 the decrease also reflected the payoff of~~ our ~~five-year, senior-secured 11.5% term loan facility with Apollo Capital Management, L.P., in the first quarter of 2021.~~Senior Secured Term Loan.

Non-operating pension income: For the three and six months ended June 30, ~~2022,~~2023, Non-operating pension income was ~~$18.2~~$2.3 million and ~~$36.4~~$4.1 million, respectively, compared to ~~$23.9~~$18.2 million and ~~$47.8~~$36.4 million for the three and six months ended June 30, ~~2021,~~2022, respectively. The decrease in ~~non-operating~~Non-operating pension income for the three and six months ended June 30, ~~2022~~2023, compared to the same periods in ~~2021~~2022 was primarily due to a decrease in the expected return on plan assets ~~held~~mainly driven by a decrease in assets following the annuity contract entered into during the three months ended September 30, 2022 related to the Gannett Retirement Plan (the "GR Plan")~~, mainly driven by a more conservative asset allocation.~~

~~Loss on convertible notes derivative:~~ For the three and six months ended June 30, 2022, we had no Loss on convertible notes derivative. For the three months ended June 30, 2021, we had no Loss on convertible notes derivative and for the six months ended June 30, 2021, Loss on convertible notes derivative was $126.6 million, reflecting the increase in the fair value of the derivative liability as a result of the increase in our stock price..

Other non-operating (income) expense, ~~(income),~~ net: Other non-operating (income) expense, ~~(income),~~ net consisted of certain items that fall outside of our normal business operations. For the three and six months ended June 30, ~~2022,~~2023, we recorded Other non-operating

~~Table~~ income, net of ~~Contents~~

$1.4 million and $0.4 million, respectively, compared to Other non-operating expense, net of $1.6 million and Other non-operating income, net of $0.2 million respectively, compared to Other non-operating income, net of $1.1 million and $3.0 million for the three and six months ended June 30, 2021, respectively. The decrease in Other non-operating expense (income), net for the three and six months ended June 30, 2022, ~~compared to the same periods in 2021 was primarily due to foreign currency losses.~~respectively.

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Provision (benefit) for income taxes

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


		Three months ended June 30,						Six months ended June 30,							Three months ended June 30,						Six months ended June 30,
In thousands	In thousands	2022			2021			2022			2021			In thousands	2023			2022			2023			2022
Income (loss) before income taxes		$	(31,542)		$	32,401		$	(42,251)		$	(119,409)
Provision for income taxes		22,158			17,692			14,551			8,583
Loss before income taxes														Loss before income taxes	$	(11,357)		$	(31,542)		$	(18,426)		$	(42,251)
Provision (benefit) for income taxes														Provision (benefit) for income taxes	1,333			22,158			(15,996)			14,551
Effective tax rate	Effective tax rate	(70.3)		%	54.6		%	(34.4)		%	(7.2)		%	Effective tax rate	(11.7)		%	(70.3)		%	86.8		%	(34.4)		%

The provision (benefit) for income taxes is calculated by applying the ~~estimated~~projected annual effective tax rate for the year to the current period income or loss before tax plus the tax effect of any significant or unusual items ~~discrete events, or~~(discrete events), and changes in tax ~~law.~~ laws. The provision for income taxes for the three months ended June 30, 2023, was mainly driven by a decrease in the estimated annual effective tax rate applied to the full year resulting from an increase in the net income before tax projections used in the second quarter of 2023, the change in valuation allowances on non-deductible U.S. interest expense carryforwards, and the global intangible low-taxed income inclusion. The provision was calculated using an estimated annual effective tax rate of 110.0%. The estimated annual effective tax rate is principally impacted by valuation allowances on non-deductible interest expense carryforwards, the global intangible low-taxed income inclusion, and foreign tax expense, which is partially offset by the benefit of U.S. pre-tax book loss. The estimated annual effective tax rate is based on the projected tax expense for the full year. During the three and six months ended June 30, 2023, we did not experience a material financial impact from the Inflation Reduction Act. We do not anticipate a material financial impact from the Inflation Reduction Act during the second half of 2023. See "Recent U.S. Tax Legislation" above.

The benefit for income taxes for the six months ended June 30, 2023, was mainly driven by the tax benefit of the pre-tax book loss, the change in valuation allowances on non-deductible U.S. interest expense carryforwards, and the global intangible low-taxed income inclusion.

The provision for income taxes for the three months ended June 30, 2022, was mainly driven by the valuation allowances on non-deductible interest expense carryforwards, the change in the estimated annual effective tax rate as a result of the change in the net income before tax forecast in the second quarter of 2022, and the global intangible low taxed income inclusion from our wholly owned ~~U.K~~U.K. subsidiary. The provision was calculated using anthe estimated annual effective tax rate of negative ~~43.30%~~43.3%. ~~The estimated annual effective tax rate is~~principally impacted by the valuation allowances on non-deductible interest expense carryforwards, pre-tax book loss benefit, the global intangible low taxed income inclusion, and state and foreign income tax expense.

The provision for income taxes for the three months ended June 30, 2021 was mainly driven by pre-tax income and was 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 projected tax expense for the full year.

The provision for income taxes 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 was also 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.

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

For the three months ended June 30, ~~2022,~~2023, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were ~~$53.7~~$12.7 million and ~~$0.39,~~$0.09, respectively, compared to Net ~~income~~loss attributable to Gannett and diluted ~~income~~loss per share attributable to Gannett of ~~$15.1~~$53.7 million and ~~$0.10,~~$0.39, respectively, for the three months ended June 30, ~~2021.~~2022. For the six months ended June 30, ~~2022,~~2023, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $2.3 million and $0.02, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $56.7 million and $0.41, ~~respectively, compared to $127.2 million and $0.95,~~ respectively, for the six months ended June 30, ~~2021.~~2022. The change for the three and six months ended June 30, ~~2022~~2023, compared to the same ~~period~~periods in the prior year reflects the various items discussed above.

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Segment Results

Gannett Media segment

A summary of our Gannett Media segment results is presented below:


		Three months ended June 30,								Six months ended June 30,									Three months ended June 30,								Six months ended June 30,
						Change								Change									Change								Change
In thousands	In thousands	2022		2021		$		%		2022		2021		$		%		In thousands	2023		2022		$		%		2023		2022		$		%
Operating revenues:	Operating revenues:																	Operating revenues:
Advertising and marketing services	Advertising and marketing services	$	301,201	$	341,481	$	(40,280)	(12)	%	$	599,963	$	655,791	$	(55,828)	(9)	%	Advertising and marketing services	$	268,429	$	301,201	$	(32,772)	(11)	%	$	530,852	$	599,963	$	(69,111)	(12)	%
Circulation	Circulation	274,624		310,258		(35,634)		(11)	%	563,226		635,694		(72,468)		(11)	%	Circulation	233,612		274,624		(41,012)		(15)	%	474,897		563,226		(88,329)		(16)	%
Other	Other	89,019		72,806		16,213		22	%	172,074		132,645		39,429		30	%	Other	83,762		89,019		(5,257)		(6)	%	169,149		172,074		(2,925)		(2)	%
Total operating revenues	Total operating revenues	664,844		724,545		(59,701)		(8)	%	1,335,263		1,424,130		(88,867)		(6)	%	Total operating revenues	585,803		664,844		(79,041)		(12)	%	1,174,898		1,335,263		(160,365)		(12)	%
Operating expenses:	Operating expenses:																	Operating expenses:
Operating costs	Operating costs	431,075		426,216		4,859		1	%	857,191		858,017		(826)		—	%	Operating costs	372,561		431,075		(58,514)		(14)	%	752,126		857,191		(105,065)		(12)	%
Selling, general and administrative expenses	Selling, general and administrative expenses	183,732		185,930		(2,198)		(1)	%	360,664		352,133		8,531		2	%	Selling, general and administrative expenses	148,158		183,732		(35,574)		(19)	%	300,806		360,664		(59,858)		(17)	%
Depreciation and amortization	Depreciation and amortization	38,558		36,416		2,142		6	%	75,989		82,803		(6,814)		(8)	%	Depreciation and amortization	29,756		38,558		(8,802)		(23)	%	63,265		75,989		(12,724)		(17)	%
Integration and reorganization costs	Integration and reorganization costs	11,041		(197)		11,238		***		16,762		7,129		9,633		***		Integration and reorganization costs	2,310		11,041		(8,731)		(79)	%	6,959		16,762		(9,803)		(58)	%
Asset impairments	Asset impairments	85		—		85		***		939		833		106		13	%	Asset impairments	1,177		85		1,092		***		1,182		939		243		26	%

Loss (gain) on sale or disposal of assets, net		353		5,890		(5,537)		(94)	%	(2,615)		10,570		(13,185)		***
(Gain) loss on sale or disposal of assets, net																		(Gain) loss on sale or disposal of assets, net	80		353		(273)		(77)	%	(16,188)		(2,615)		(13,573)		***
Other operating expenses	Other operating expenses	34		—		34		***		775		—		775		***		Other operating expenses	—		34		(34)		(100)	%	—		775		(775)		(100)	%
Total operating expenses	Total operating expenses	664,878		654,255		10,589		2	%	1,309,705		1,311,485		(1,780)		—	%	Total operating expenses	554,042		664,878		(110,802)		(17)	%	1,108,150		1,309,705		(201,555)		(15)	%
Operating income (loss)	Operating income (loss)	$	(34)	$	70,290	$	(70,290)	***		$	25,558	$	112,645	$	(87,087)	(77)	%	Operating income (loss)	$	31,761	$	(34)	$	31,761	***		$	66,748	$	25,558	$	41,190	***

*** 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,									Three months ended June 30,								Six months ended June 30,
						Change								Change									Change								Change
In thousands	In thousands	2022		2021		$		%		2022		2021		$		%		In thousands	2023		2022		$		%		2023		2022		$		%
Local and national print	Local and national print	$	105,721	$	127,600	$	(21,879)	(17)	%	$	208,465	$	244,999	$	(36,534)	(15)	%	Local and national print	$	86,114	$	105,721	$	(19,607)	(19)	%	$	168,263	$	208,465	$	(40,202)	(19)	%
Classified print	Classified print	67,732		73,325		(5,593)		(8)	%	138,506		149,122		(10,616)		(7)	%	Classified print	63,161		67,732		(4,571)		(7)	%	128,966		138,506		(9,540)		(7)	%
Print advertising	Print advertising	173,453		200,925		(27,472)		(14)	%	346,971		394,121		(47,150)		(12)	%	Print advertising	149,275		173,453		(24,178)		(14)	%	297,229		346,971		(49,742)		(14)	%

Digital media	Digital media	77,259		94,549		(17,290)		(18)	%	156,030		174,106		(18,076)		(10)	%	Digital media	67,995		77,259		(9,264)		(12)	%	134,128		156,030		(21,902)		(14)	%
Digital marketing services	Digital marketing services	35,057		33,221		1,836		6	%	67,696		61,574		6,122		10	%	Digital marketing services	37,658		35,057		2,601		7	%	71,917		67,696		4,221		6	%
Digital classified	Digital classified	15,432		12,786		2,646		21	%	29,266		25,990		3,276		13	%	Digital classified	13,501		15,432		(1,931)		(13)	%	27,578		29,266		(1,688)		(6)	%
Digital advertising and marketing services	Digital advertising and marketing services	127,748		140,556		(12,808)		(9)	%	252,992		261,670		(8,678)		(3)	%	Digital advertising and marketing services	119,154		127,748		(8,594)		(7)	%	233,623		252,992		(19,369)		(8)	%

Advertising and marketing services	Advertising and marketing services	301,201		341,481		(40,280)		(12)	%	599,963		655,791		(55,828)		(9)	%	Advertising and marketing services	268,429		301,201		(32,772)		(11)	%	530,852		599,963		(69,111)		(12)	%

Print circulation	Print circulation	242,151		286,252		(44,101)		(15)	%	500,627		588,509		(87,882)		(15)	%	Print circulation	195,756		242,151		(46,395)		(19)	%	401,210		500,627		(99,417)		(20)	%
Digital-only circulation		32,473		24,006		8,467		35	%	62,599		47,185		15,414		33	%
Digital-only subscription																		Digital-only subscription	37,856		32,473		5,383		17	%	73,687		62,599		11,088		18	%
Circulation	Circulation	274,624		310,258		(35,634)		(11)	%	563,226		635,694		(72,468)		(11)	%	Circulation	233,612		274,624		(41,012)		(15)	%	474,897		563,226		(88,329)		(16)	%

Other	Other	89,019		72,806		16,213		22	%	172,074		132,645		39,429		30	%	Other	83,762		89,019		(5,257)		(6)	%	169,149		172,074		(2,925)		(2)	%

Total operating revenues	Total operating revenues	$	664,844	$	724,545	$	(59,701)	(8)	%	$	1,335,263	$	1,424,130	$	(88,867)	(6)	%	Total operating revenues	$	585,803	$	664,844	$	(79,041)	(12)	%	$	1,174,898	$	1,335,263	$	(160,365)	(12)	%

~~The overall decline in Print advertising revenues for~~For the three and six months ended June 30, ~~2022 compared to the three and six months ended June 30, 2021 was driven by secular industry trends impacting all categories. For the three and six~~

~~Table of Contents~~

~~months ended June 30, 2022,~~2023, Local and national print advertising revenues decreased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to a decrease in advertiser inserts, ~~as well as~~mainly due to volume declines, and

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a decrease in local and national print advertisements, mainly due to the ~~absence of $9.3 million~~ongoing decline associated with secular trends and ~~$15.0 million of~~both a shift and a reduction in spend from customers driven by macroeconomic factors. In addition, the decrease in Local and national print advertising revenues for the three and six months ended June 30, ~~2022,~~2023 was also due to the absence in 2023 of revenues of $7.8 million and $16.1 million, respectively, associated with ~~both businesses divested~~non-core products and ~~non-core products~~divestitures which were sunset in ~~2022~~2023 and ~~2021.~~2022. For the three and six months ended June 30, ~~2022,~~2023, Classified print advertising revenues decreased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to lower spend on classified advertisements, ~~including obituaries, real estate,~~mainly driven by lower spend on obituary notifications, partially offset by an increase in spend on employment advertisements. In addition, the decrease in Classified print advertising revenues for the three and ~~automotive.~~six months ended June 30, 2023 was also due to the absence in 2023 of revenues of $1.7 million and $3.7 million, respectively, associated with non-core products which were sunset in 2023 and 2022.

For the three and six months ended June 30, ~~2022,~~2023, Digital media revenues decreased compared to the three and six months ended June 30, ~~2021,~~2022, driven by ~~changes~~decreases in ~~monetization with our sports affiliates as well as lower page views related to increased subscriber-only content, secular trends~~both national and local revenue volumes and a reduction in ~~news consumption and lower overall~~ digital advertising ~~spend,~~demand as ~~well as divestitures.~~a result of a more challenging macroeconomic environment, including declining CPMs (cost per thousand impressions). For the three and six months ended June 30, ~~2022,~~2023, Digital marketing services revenues increased compared to the three and six months ended June 30, ~~2021~~2022, primarily due to an increase in ~~client counts as well as an increase~~rates, partially offset by a decrease in client ~~spend.~~ counts.For the three and six months ended June 30, ~~2022,~~2023, Digital classified revenues ~~increased~~decreased compared to the three and six months ended June 30, ~~2021~~2022, primarily due to lower spend on employment and obituary notifications, partially offset by higher ~~client~~ spend ~~mainly driven by~~on automotive advertisements.

For the three and six months ended June 30, ~~2022,~~2023, Print circulation revenues decreased compared to the three and six months ended June 30, ~~2021,~~2022, due to a decline in home delivery sales, mainly driven by a reduction in the volume of ~~home delivery~~ subscribers, ~~and~~partially offset by an increase in rates, as well as a decline in single copy sales reflecting ~~the overall secular trends impacting the industry and~~a reduction in volume related to increasing sensitivity from customers ~~related~~due to price increases and product changes. In addition, ~~during 2022,~~the decrease in Print circulation revenues for the three and ~~specifically during the three~~six months ended June 30, ~~2022, the decline in print circulation accelerated as compared~~2023 was due to the ~~same period~~absence in ~~the prior year as our audience increasingly moves to digital platforms.~~2023 of revenues of $1.9 million and $4.2 million, respectively, associated with non-core products which were sunset in 2023 and 2022. For the three and six months ended June 30, ~~2022,~~2023, Digital-only ~~circulation~~subscription revenues increased compared to the three and six months ended June 30, ~~2021,~~2022, driven by an increase of ~~35%~~4.6% in paid digital-only ~~subscribers,~~subscriptions, including those subscribers on introductory subscription offers, to approximately ~~1.87~~1.95 million as of June 30, ~~2022.~~2023. In addition, the increase in Digital-only subscription revenues was driven by a 6.2% and a 3.5% increase in Digital-only subscription average revenue per user ("Digital-only ARPU") for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, ~~the increase in~~respectively, mainly due to product mix. Refer to "Key Performance Indicators" below for further discussion of Digital-only ~~circulation revenues compared to the same period in the prior year was offset by lower average revenue per user, which we define as monthly revenue divided by average client count within the period.~~ARPU.

For the three and six months ended June 30, ~~2022,~~2023, Other revenues ~~increased~~decreased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to a decline in commercial print ~~growth in local markets, an increase~~volume and a decline in digital content syndication, ~~volume and~~partially offset by an increase in other digital revenues, mainly due to affiliate agreements, and an increase in event revenues (though not to pre-pandemic levels) ~~as we hosted more in-person events with~~, mainly driven by an increase in registration fees and higher merchandising revenues, mainly due to higher attendance, ~~as compared~~partially offset by fewer events due to ~~the same periods~~a shift in ~~the prior year, where our ability to host in-person events was more significantly impacted by the COVID-19 pandemic.~~timing.

Operating expenses

For the three and six months ended June 30, ~~2022,~~2023, Operating costs ~~increased $4.9~~decreased $58.5 million and ~~decreased $0.8~~$105.1 million, respectively, compared to the three and six months ended June 30, ~~2021.~~2022. The following table provides the breakout of Operating costs:

Three months ended June 30, Six months ended June 30,
Change Change
In thousands 2022 2021 $ % 2022 2021 $ %
Newsprint and ink $ 37,075 $ 23,713 $ 13,362 56 % $ 71,707 $ 51,984 $ 19,723 38 %
Distribution 99,720 112,446 (12,726) (11) % 202,118 208,551 (6,433) (3) %
Compensation and benefits 140,430 137,775 2,655 2 % 280,559 284,893 (4,334) (2) %
Outside services 89,113 88,918 195 — % 171,897 157,682 14,215 9 %
Other 64,737 63,364 1,373 2 % 130,910 154,907 (23,997) (15) %
Total operating costs $ 431,075 $ 426,216 $ 4,859 1 % $ 857,191 $ 858,017 $ (826) — %

For the three and six months ended June 30, 2022, Newsprint and ink costs increased compared to the three and six months ended June 30, 2021, primarily due to an increase in newsprint prices driven by inflationary pressures and supply chain issues impacting the industry, as well as growth in our commercial print business, partially offset by the decline in volume of home delivery and single copy sales.


	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Newsprint and ink	$	30,391	$	37,075	$	(6,684)	(18)	%	$	63,884	$	71,707	$	(7,823)	(11)	%
Distribution	86,387		99,720		(13,333)		(13)	%	173,759		202,118		(28,359)		(14)	%
Compensation and benefits	109,311		140,430		(31,119)		(22)	%	222,203		280,559		(58,356)		(21)	%
Outside services	86,770		89,113		(2,343)		(3)	%	169,664		171,897		(2,233)		(1)	%
Other	59,702		64,737		(5,035)		(8)	%	122,616		130,910		(8,294)		(6)	%
Total operating costs	$	372,561	$	431,075	$	(58,514)	(14)	%	$	752,126	$	857,191	$	(105,065)	(12)	%

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For the three and six months ended June 30, 2023, Newsprint and ink costs decreased compared to the three and six months ended June 30, 2022, primarily due to a decline in the volume of home delivery and single copy sales, as well as the reduction of print offerings and declines associated with lower commercial print revenues, partially offset by an increase in the price of newsprint.

For the three and six months ended June 30, 2023, Distribution costs decreased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to the reduced volume of home delivery and single copy sales, cost savings driven by athe reduction of print offerings, ~~lower delivery and postage~~a decrease in third-party distribution costs, ~~associated with lower volumes, partially offset by higher rate per copy,~~ as well as the absence of expenses associated with both businesses divested and non-core products which were sunset in ~~2022~~2023 and ~~2021,~~2022, partially offset by ~~an increase in commercial delivery activity and an increase in third party distribution~~higher postage costs.

For the three ~~months ended June 30, 2022, Compensation~~ and benefits costs increased compared to the three months ended June 30, 2021, primarily due to higher payroll expense at Newsquest driven by a recent acquisition and an increase in employer 401(k) matching contributions, which were reinstated during the third quarter of 2021, partially offset by lower domestic payroll expense driven by headcount reductions. For the six months ended June 30, ~~2022,~~2023, Compensation and benefits costs decreased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to lower ~~benefit costs, including medical, partially offset by higher~~ payroll expense ~~at Newsquest~~ driven by a ~~recent acquisition~~decrease in headcount tied to ongoing cost control initiatives, and ~~an increase~~to a lesser extent, lower employee benefit costs, mainly due to a decrease in employer 401(k) matching contributions, which were ~~reinstated during~~suspended in the third quarter of ~~2021.~~2022.

For the three and six months ended June 30, ~~2022,~~2023, Outside services costs, which ~~include outside printing,~~includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving ~~feature~~ services, ~~and credit card fees, remained relatively flat~~decreased compared to the three ~~months ended June 30, 2021. For the~~and six months ended June 30, 2022, ~~Outside~~primarily due to a decrease in various expenses, including costs related to news and editorial, professional services, ~~increased compared to~~and software licensing, partially offset by an increase in third-party media fees.

For the three and six months ended June 30, 2021, primarily due to higher costs associated with the increase in Digital marketing services revenues, including paid search and email fees, as well as an increase in costs related to events, mainly related to the number and mix of live versus virtual events compared to the prior year.

~~For the three months ended June 30, 2022,~~2023, Other costs ~~which primarily include travel and facility and equipment costs, increased~~decreased compared to the three ~~months ended June 30, 2021, primarily due to~~ ~~an increase in business travel as well as an increase in lease costs driven by the sale of property~~ and ~~facilities consolidation activities, partially offset by a decrease in commercial print expenses. For the~~ six months ended June 30, 2022, ~~Other costs decreased compared~~primarily due to ~~the six months ended June 30, 2021, due primarily to a reduction in costs associated with cost containment initiatives as well as~~ the absence of expenses associated with both businesses divested and non-core products which were sunset in 2023 and 2022, and ~~2021,~~decreases in promotion expenses and facility related expenses, reflecting lower lease expenses and lower costs for supplies and utilities, as well as a decline in property taxes, mainly due to real estate sales, partially offset by ~~increases~~an increase in ~~business travel and lease costs~~.technology costs.

For the three and six months ended June 30, ~~2022,~~2023, Selling, general and administrative expenses decreased ~~$2.2~~$35.6 million and ~~increased $8.5~~$59.9 million, respectively, compared to the three and six months ended June 30, ~~2021.~~2022. The following table provides the breakout of Selling, general and administrative expenses:


		Three months ended June 30,								Six months ended June 30,									Three months ended June 30,								Six months ended June 30,
						Change								Change									Change								Change
In thousands	In thousands	2022		2021		$		%		2022		2021		$		%		In thousands	2023		2022		$		%		2023		2022		$		%
Compensation and benefits	Compensation and benefits	$	91,477	$	100,403	$	(8,926)	(9)	%	$	178,343	$	190,113	$	(11,770)	(6)	%	Compensation and benefits	$	75,179	$	91,477	$	(16,298)	(18)	%	$	148,864	$	178,343	$	(29,479)	(17)	%
Outside services and other	Outside services and other	92,255		85,527		6,728		8	%	182,321		162,020		20,301		13	%	Outside services and other	72,979		92,255		(19,276)		(21)	%	151,942		182,321		(30,379)		(17)	%
Total Selling, general and administrative expenses		$	183,732	$	185,930	$	(2,198)	(1)	%	$	360,664	$	352,133	$	8,531	2	%
Total selling, general and administrative expenses																		Total selling, general and administrative expenses	$	148,158	$	183,732	$	(35,574)	(19)	%	$	300,806	$	360,664	$	(59,858)	(17)	%

For the three and six months ended June 30, ~~2022,~~2023, Compensation and benefits costs decreased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to lower ~~incentive pay and lower domestic~~ payroll expense driven by a decrease in headcount ~~savings as well as~~tied to ongoing cost control initiatives, and to a lesser extent, lower employee benefit costs, ~~including medical, partially offset by higher payroll expense at Newsquest driven by~~mainly due to a ~~recent acquisition and an increase~~decrease in employer 401(k) matching contributions, which were ~~reinstated during~~suspended in the third quarter of ~~2021.~~2022.

For the three and six months ended June 30, ~~2022,~~2023, Outside services and other costs, which include services fulfilled by third parties ~~increased~~ , decreased compared to the three and six months ended June 30, ~~2021~~,2022, due to ~~higher~~a decrease in various expenses, including costs related to technology, promotions, and professional ~~services costs associated with advertising operations and client success as well as marketing and acquisition costs associated with growing subscribers.~~

~~For~~services. In addition, for the three months ended June 30, ~~2022, Depreciation and amortization expenses increased compared to~~2023, the ~~three months ended June 30, 2021, driven by higher accelerated depreciation~~decrease was also due to the closing of a local print facility in the first quarter of 2022, for which we incurred costs during the three months ended June 30, 2022, partially offset by a decrease in depreciation expense driven by the impact of fewer print facilities in the current period. For the six months ended June 30, 2022, Depreciation and amortization expenses decreased compared to the six months ended June 30, 2021, reflecting the impact of fewer print facilities in the current period. Accelerated depreciation remained essentially flat for the six months ended June 30,

~~Table of Contents~~lower bad debt expense.

~~2022 compared to the same period in the prior year.~~

For the three and six months ended June 30, ~~2022, Integration~~2023, Depreciation and ~~reorganization costs increased~~amortization expense decreased compared to the three and six months ended June 30, ~~2021, mainly due~~2022, reflecting the impact of fewer print facilities in the first and second quarters of 2023 compared to ~~an increase in severance costs~~the first and second quarters of ~~$9.2 million and $7.6 million, respectively, driven by ongoing integration and restructuring activities.~~2022.

For the three and six months ended June 30, ~~2022, the change in the Loss (gain) on sale or disposal of assets, net~~2023, Integration and reorganization costs decreased compared to the three and six months ended June 30, ~~2021 was~~2022, mainly due to a decrease in severance costs of $8.9 million and $8.0 million, respectively, and an increase in other costs of $0.2 million and a decrease in other costs of $1.9 million, respectively. For the six months ended June 30, 2023, the decrease in other costs was primarily due to the reversal of a withdrawal liability related to a multiemployer pension plan.

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For the three and six months ended June 30, 2023, we recognized a net ~~gains recognized~~loss on the sale of ~~various~~ assets ~~in connection with~~of $0.1 million and a net gain of $16.2 million, respectively. For the six months ended June 30, 2023, the net gain primarily related to the sale of a domestic production facility as part of our plan to monetize non-core assets. For the three and six months ended June 30, 2022, we recognized a net loss on the sale of assets inof $0.4 million and a net gain of $2.6 million, respectively. For the ~~current periods compared~~six months ended June 30, 2022, the net gain primarily related to ~~net~~sales of real estate, partially offset by losses inon the ~~same periods in the prior year.~~sales of non-core products which were divested.

Gannett Media segment Adjusted EBITDA


		Three months ended June 30,										Six months ended June 30,											Three months ended June 30,										Six months ended June 30,
								Change										Change											Change										Change
In thousands	In thousands	2022			2021			$		%		2022			2021			$		%		In thousands	2023			2022			$		%		2023			2022			$		%
Net income attributable to Gannett	Net income attributable to Gannett	$	19,145		$	96,431		$	(77,286)	(80)	%	$	61,959		$	162,655		$	(100,696)	(62)	%	Net income attributable to Gannett	$	35,925		$	19,145		$	16,780	88	%	$	70,952		$	61,959		$	8,993	15	%

Non-operating pension income	Non-operating pension income	(18,160)			(23,906)			5,746		(24)	%	(36,373)			(47,784)			11,411		(24)	%	Non-operating pension income	(2,263)			(18,160)			15,897		(88)	%	(4,078)			(36,373)			32,295		(89)	%
Depreciation and amortization	Depreciation and amortization	38,558			36,416			2,142		6	%	75,989			82,803			(6,814)		(8)	%	Depreciation and amortization	29,756			38,558			(8,802)		(23)	%	63,265			75,989			(12,724)		(17)	%
Integration and reorganization costs	Integration and reorganization costs	11,041			(197)			11,238		***		16,762			7,129			9,633		***		Integration and reorganization costs	2,310			11,041			(8,731)		(79)	%	6,959			16,762			(9,803)		(58)	%
Other operating expenses	Other operating expenses	34			—			34		***		775			—			775		***		Other operating expenses	—			34			(34)		(100)	%	—			775			(775)		(100)	%
Asset impairments	Asset impairments	85			—			85		***		939			833			106		13	%	Asset impairments	1,177			85			1,092		***		1,182			939			243		26	%

Loss (gain) on sale or disposal of assets, net		353			5,890			(5,537)		(94)	%	(2,615)			10,570			(13,185)		***
(Gain) loss on sale or disposal of assets, net																						(Gain) loss on sale or disposal of assets, net	80			353			(273)		(77)	%	(16,188)			(2,615)			(13,573)		***
Other items	Other items	(200)			(445)			245		(55)	%	2,068			191			1,877		***		Other items	(1,166)			(200)			(966)		***		990			2,068			(1,078)		(52)	%
Adjusted EBITDA (non-GAAP basis)(a)	Adjusted EBITDA (non-GAAP basis)(a)	$	50,856		$	114,189		$	(63,333)	(55)	%	$	119,504		$	216,397		$	(96,893)	(45)	%	Adjusted EBITDA (non-GAAP basis)(a)	$	65,819		$	50,856		$	14,963	29	%	$	123,082		$	119,504		$	3,578	3	%
Net income attributable to Gannett margin	Net income attributable to Gannett margin	2.9		%	13.3		%					4.6		%	11.4		%					Net income attributable to Gannett margin	6.1		%	2.9		%					6.0		%	4.6		%
Adjusted EBITDA margin (non-GAAP basis)(a)(b)	Adjusted EBITDA margin (non-GAAP basis)(a)(b)	7.6		%	15.8		%					8.9		%	15.2		%					Adjusted EBITDA margin (non-GAAP basis)(a)(b)	11.2		%	7.6		%					10.5		%	8.9		%

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

(a)See "Non-GAAP Financial Measures" below for additional information about non-GAAP measures.

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

For the three and six months ended June 30, ~~2022,~~2023, the ~~decrease~~increase in Adjusted EBITDA compared to the three and six months ended June 30, ~~2021~~2022, was primarily attributable to the changes discussed above.

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Digital Marketing Solutions segment

A summary of our DMS segment results is presented below:


		Three months ended June 30,								Six months ended June 30,									Three months ended June 30,								Six months ended June 30,
						Change								Change									Change								Change
In thousands	In thousands	2022		2021		$		%		2022		2021		$		%		In thousands	2023		2022		$		%		2023		2022		$		%
Operating revenues:	Operating revenues:																	Operating revenues:
Advertising and marketing services	Advertising and marketing services	$	118,013	$	110,037	$	7,976	7	%	$	227,722	$	211,413	$	16,309	8	%	Advertising and marketing services	$	122,789	$	118,013	$	4,776	4	%	$	235,606	$	227,722	$	7,884	3	%
Other		—		—		—		—	%	—		905		(905)		(100)	%

Total operating revenues	Total operating revenues	118,013		110,037		7,976		7	%	227,722		212,318		15,404		7	%	Total operating revenues	122,789		118,013		4,776		4	%	235,606		227,722		7,884		3	%
Operating expenses:	Operating expenses:																	Operating expenses:
Operating costs	Operating costs	81,110		74,429		6,681		9	%	157,441		143,707		13,734		10	%	Operating costs	85,199		81,110		4,089		5	%	164,189		157,441		6,748		4	%
Selling, general and administrative expenses	Selling, general and administrative expenses	22,597		23,079		(482)		(2)	%	44,795		46,910		(2,115)		(5)	%	Selling, general and administrative expenses	22,120		22,597		(477)		(2)	%	44,264		44,795		(531)		(1)	%
Depreciation and amortization	Depreciation and amortization	6,829		7,850		(1,021)		(13)	%	13,287		15,679		(2,392)		(15)	%	Depreciation and amortization	5,927		6,829		(902)		(13)	%	11,787		13,287		(1,500)		(11)	%
Integration and reorganization costs	Integration and reorganization costs	293		204		89		44	%	444		370		74		20	%	Integration and reorganization costs	(48)		293		(341)		***		(28)		444		(472)		***

Loss (gain) on sale or disposal of assets, net		19		(527)		546		***		176		(527)		703		***
Loss on sale or disposal of assets, net																		Loss on sale or disposal of assets, net	66		19		47		***		101		176		(75)		(43)	%
Total operating expenses	Total operating expenses	110,848		105,035		5,813		6	%	216,143		206,139		10,004		5	%	Total operating expenses	113,264		110,848		2,416		2	%	220,313		216,143		4,170		2	%
Operating income	Operating income	$	7,165	$	5,002	$	2,163	43	%	$	11,579	$	6,179	$	5,400	87	%	Operating income	$	9,525	$	7,165	$	2,360	33	%	$	15,293	$	11,579	$	3,714	32	%

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

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Operating revenues

For the three and six months ended June 30, ~~2022,~~2023, Advertising and marketing services revenues increased compared to the three and six months ended June 30, ~~2021,~~2022, primarily ~~driven by~~due to growth in the core direct business, ~~as well as a~~including growth in revenues associated with local markets, and an increase in core platform average revenue per user ("Core platform ARPU") of 10.4% and 9.7% for the three and six months ended June 30, 2023, respectively, partially offset by the impact of the sunset of non-core products. Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.

Operating expenses

For the three and six months ended June 30, ~~2022,~~2023, Operating costs increased $4.1 million and $6.7 million, ~~and $13.7 million~~respectively, compared to the three and six months ended June 30, ~~2021.~~2022. The following table provides the breakout of Operating costs:


		Three months ended June 30,								Six months ended June 30,									Three months ended June 30,								Six months ended June 30,
						Change								Change									Change								Change
In thousands	In thousands	2022		2021		$		%		2022		2021		$		%		In thousands	2023		2022		$		%		2023		2022		$		%
Outside services	Outside services	$	71,038	$	64,400	$	6,638	10	%	$	137,265	$	123,091	$	14,174	12	%	Outside services	$	75,021	$	71,038	$	3,983	6	%	$	144,117	$	137,265	$	6,852	5	%
Compensation and benefits	Compensation and benefits	7,928		7,680		248		3	%	15,803		15,815		(12)		—	%	Compensation and benefits	8,611		7,928		683		9	%	17,051		15,803		1,248		8	%
Other	Other	2,144		2,349		(205)		(9)	%	4,373		4,801		(428)		(9)	%	Other	1,567		2,144		(577)		(27)	%	3,021		4,373		(1,352)		(31)	%
Total operating costs	Total operating costs	$	81,110	$	74,429	$	6,681	9	%	$	157,441	$	143,707	$	13,734	10	%	Total operating costs	$	85,199	$	81,110	$	4,089	5	%	$	164,189	$	157,441	$	6,748	4	%

For the three and six months ended June 30, ~~2022,~~2023, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving ~~and feature~~ services, increased compared to the three and six months ended June 30, ~~2021,~~2022, due to an increase in expenses associated with third-party media fees, driven by a corresponding increase in revenues.

For the three and six months ended June 30, 2022, Selling, general and administrative expenses decreased $0.5 million and $2.1 million compared to the three and six months ended June 30, 2021. The following table provides the breakout of Selling, general and administrative expenses:

Three months ended June 30, Six months ended June 30,
Change Change
In thousands 2022 2021 $ % 2022 2021 $ %
Compensation and benefits $ 18,835 $ 17,175 $ 1,660 10 % $ 37,433 $ 35,237 $ 2,196 6 %
Outside services and other 3,762 5,904 (2,142) (36) % 7,362 11,673 (4,311) (37) %
Total Selling, general and administrative expenses $ 22,597 $ 23,079 $ (482) (2) % $ 44,795 $ 46,910 $ (2,115) (5) %

~~For the three and six months ended June 30, 2022,~~2023, Compensation and benefits costs increased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to an increase in ~~headcount and incentive pay,~~payroll expense driven by ~~a corresponding increase in revenues.~~higher headcount.

For the three and six months ended June 30, 2023, Other costs decreased compared to the three and six months ended June 30, 2022, primarily due to a decrease in lease expenses, mainly as a result of exiting space associated with the sunset of non-core products.

For both the three and six months ended June 30, 2023, Selling, general and administrative expenses decreased $0.5 million compared to the three and six months ended June 30, 2022. The following table provides the breakout of Selling, general and administrative expenses:

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	Three months ended June 30,								Six months ended June 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Compensation and benefits	$	19,172	$	18,835	$	337	2	%	$	38,238	$	37,433	$	805	2	%
Outside services and other	2,948		3,762		(814)		(22)	%	6,026		7,362		(1,336)		(18)	%
Total selling, general and administrative expenses	$	22,120	$	22,597	$	(477)	(2)	%	$	44,264	$	44,795	$	(531)	(1)	%

For the three and six months ended June 30, 2023, Compensation and benefits costs increased compared to the three and six months ended June 30, 2022, primarily due to an increase in payroll expense driven by higher headcount as well as an increase in incentive pay, driven by a corresponding increase in revenues, partially offset by lower employee benefit costs, mainly due to a decrease in employer 401(k) matching contributions, which were suspended in the third quarter of 2022.

For the three and six months ended June 30, 2023, Outside services and other costs decreased compared to the three and six months ended June 30, ~~2021,~~2022, due to a decrease in various miscellaneous expenses, including lower ~~software~~outsourcing costs and lower ~~bad debt expense.~~facility related expenses, reflecting lower lease expenses and lower costs for supplies. For the six months ended June 30, 2023, these decreases were partially offset by higher promotion and marketing expenses, mainly driven by lead generation.

For the three and six months ended June 30, ~~2022,~~2023, Depreciation and amortization expense decreased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to a decrease in amortization expense, mainly due to the impact of ~~capitalized software~~intangibles becoming fully amortized in the ~~third~~fourth quarter of ~~2021.~~

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2022, partially offset by an increase in depreciation expense related to capitalized software.

DMS segment Adjusted EBITDA


		Three months ended June 30,										Six months ended June 30,											Three months ended June 30,										Six months ended June 30,
								Change										Change											Change										Change
In thousands	In thousands	2022			2021			$		%		2022			2021			$		%		In thousands	2023			2022			$		%		2023			2022			$		%
Net income attributable to Gannett	Net income attributable to Gannett	$	4,306		$	4,904		$	(598)	(12)	%	$	9,563		$	5,985		$	3,578	60	%	Net income attributable to Gannett	$	9,273		$	4,306		$	4,967	***		$	14,896		$	9,563		$	5,333	56	%
Depreciation and amortization	Depreciation and amortization	6,829			7,850			(1,021)		(13)	%	13,287			15,679			(2,392)		(15)	%	Depreciation and amortization	5,927			6,829			(902)		(13)	%	11,787			13,287			(1,500)		(11)	%
Integration and reorganization costs	Integration and reorganization costs	293			204			89		44	%	444			370			74		20	%	Integration and reorganization costs	(48)			293			(341)		***		(28)			444			(472)		***

Loss (gain) on sale or disposal of assets, net		19			(527)			546		***		176			(527)			703		***
Loss on sale or disposal of assets, net																						Loss on sale or disposal of assets, net	66			19			47		***		101			176			(75)		(43)	%
Other items	Other items	2,859			98			2,761		***		2,016			194			1,822		***		Other items	252			2,859			(2,607)		(91)	%	397			2,016			(1,619)		(80)	%
Adjusted EBITDA (non-GAAP basis)(a)	Adjusted EBITDA (non-GAAP basis)(a)	$	14,306		$	12,529		$	1,777	14	%	$	25,486		$	21,701		$	3,785	17	%	Adjusted EBITDA (non-GAAP basis)(a)	$	15,470		$	14,306		$	1,164	8	%	$	27,153		$	25,486		$	1,667	7	%
Net income attributable to Gannett margin	Net income attributable to Gannett margin	3.6		%	4.5		%					4.2		%	2.8		%					Net income attributable to Gannett margin	7.6		%	3.6		%					6.3		%	4.2		%
Adjusted EBITDA margin (non-GAAP basis)(a)(b)	Adjusted EBITDA margin (non-GAAP basis)(a)(b)	12.1		%	11.4		%					11.2		%	10.2		%					Adjusted EBITDA margin (non-GAAP basis)(a)(b)	12.6		%	12.1		%					11.5		%	11.2		%

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

(a)See "Non-GAAP Financial Measures" below for additional information about non-GAAP measures.

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

For the three and six months ended June 30, ~~2022,~~2023, the increase in Adjusted EBITDA compared to the three and six months ended June 30, ~~2021~~2022, was primarily attributable to the changes discussed above. In addition, for the three and six months ended June 30, 2023, Other items decreased compared to the same periods in the prior year, mainly due to a decrease in foreign currency losses.

Corporate and other category

For the three and six months ended June 30, ~~2022,~~2023, Corporate and other operating revenues were $1.7 million and $3.1 million, respectively, compared to $1.4 million ~~compared to $1.7~~and $2.7 million for the three ~~months ended June 30, 2021. For the~~and six months ended June 30, 2022, ~~Corporate and other operating revenues were $2.7 million compared to $4.8 million for the six months ended June 30, 2021.~~respectively.

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For the three and six months ended June 30, ~~2022,~~2023, Corporate and other operating expenses decreased ~~$1.8~~$0.3 million and ~~$7.2~~$11.4 million, respectively, compared to the three and six months ended June 30, ~~2021.~~2022. 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,									Three months ended June 30,								Six months ended June 30,
						Change								Change									Change								Change
In thousands	In thousands	2022		2021		$		%		2022		2021		$		%		In thousands	2023		2022		$		%		2023		2022		$		%
Operating expenses:																		Operating expenses:
Operating costs	Operating costs	$	(578)	$	4,539	$	(5,117)	***		$	217	$	8,495	$	(8,278)	(97)	%	Operating costs	$	6,244	$	(578)	$	6,822	***		$	12,270	$	217	$	12,053	***
Selling, general and administrative expenses	Selling, general and administrative expenses	21,507		13,895		7,612		55	%	44,214		28,164		16,050		57	%	Selling, general and administrative expenses	13,849		21,507		(7,658)		(36)	%	19,447		44,214		(24,767)		(56)	%
Depreciation and amortization	Depreciation and amortization	4,143		3,976		167		4	%	8,037		7,863		174		2	%	Depreciation and amortization	4,101		4,143		(42)		(1)	%	8,430		8,037		393		5	%
Integration and reorganization costs	Integration and reorganization costs	4,411		8,437		(4,026)		(48)	%	9,937		14,349		(4,412)		(31)	%	Integration and reorganization costs	5,025		4,411		614		14	%	12,483		9,937		2,546		26	%
(Gain) loss on sale or disposal of assets, net	(Gain) loss on sale or disposal of assets, net	—		(69)		69		(100)	%	7		(4)		11		***		(Gain) loss on sale or disposal of assets, net	—		—		—		—	%	(1,448)		7		(1,455)		***
Other operating expenses	Other operating expenses	280		774		(494)		(64)	%	641		11,350		(10,709)		(94)	%	Other operating expenses	229		280		(51)		(18)	%	458		641		(183)		(29)	%
Total operating expenses	Total operating expenses	$	29,763	$	31,552	$	(1,789)	(6)	%	$	63,053	$	70,217	$	(7,164)	(10)	%	Total operating expenses	$	29,448	$	29,763	$	(315)	(1)	%	$	51,640	$	63,053	$	(11,413)	(18)	%

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

For the three and six months ended June 30, ~~2022,~~2023, Corporate and other operating expenses decreased compared to the three and six months ended June 30, ~~2021,~~2022, primarily due to a decrease in ~~Operating costs,~~Selling, general and administrative expenses, mainly ~~due to lower compensation costs, a decrease in Integration and reorganization costs,~~ driven by a decrease in compensation costs, ~~related to systems implementation and outsourcing of corporate functions,~~ partially offset by an increase in ~~Selling, general~~Operating costs and ~~administrative expenses, primarily driven by higher outside services~~an increase in Integration and ~~compensation and benefits~~reorganization costs. ~~The decrease in Corporate and other operating expenses for~~For the six months ended June 30, ~~2022 compared~~2023, the increase in Integration and reorganization costs was mainly driven by an increase in severance costs, partially offset by a decrease in other costs related to the outsourcing of corporate functions. In addition, the six months ended June 30, ~~2021 was further impacted by~~2023 also reflected a ~~decrease in Other operating expenses, driven by~~$1.4 million gain on the ~~absence~~sale of ~~$10.2 million of third-party fees related to our previous five-year, senior-secured term loan facility which were expensed during the six months ended June 30, 2021.~~intellectual property.

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LIQUIDITY AND CAPITAL RESOURCES

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

We expect to fund our operations and debt service requirements through cash provided by our operating activities. We expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations, and all required capital expenditures for at least the next twelve months. However, a further economic downturn or an increased rate of revenue declines would negatively impact ~~the Company’s~~our revenue, cash provided by operating activities and liquidity. ~~The Company has implemented a~~We continue to implement cost reduction ~~program~~initiatives to reduce ~~its~~our ongoing level of operating expense. We believe our ability to realize benefits from our cost reduction initiatives will be necessary to offset the continued secular decline in our legacy print business revenue streams. We believe that these measures are important in response to the overall challenging macroeconomic environment that we are facing. Refer to "Overview - Macroeconomic Environment" above for further discussion.

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


		Six months ended June 30,					Six months ended June 30,
In thousands	In thousands	2022		2021		In thousands	2023		2022
Cash provided by operating activities	Cash provided by operating activities	$	1,688	$	92,587	Cash provided by operating activities	$	52,786	$	1,688
Cash provided by (used for) investing activities	Cash provided by (used for) investing activities	(9,649)		7,185		Cash provided by (used for) investing activities	15,005		(9,649)
Cash used for financing activities	Cash used for financing activities	(35,047)		(120,979)		Cash used for financing activities	(54,560)		(35,047)
Effect of currency exchange rate change on cash	Effect of currency exchange rate change on cash	(1,140)		625		Effect of currency exchange rate change on cash	98		(1,140)
Decrease in cash, cash equivalents and restricted cash		$	(44,148)	$	(20,582)
Increase (decrease) in cash, cash equivalents and restricted cash						Increase (decrease) in cash, cash equivalents and restricted cash	$	13,329	$	(44,148)

Cash flows provided by operating activities: Our largest source of cash provided by our operations is Advertising revenues, primarily generated from 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 cash flow provided by operating activities was $52.8 million for the six months ended June 30, 2023, compared to $1.7 million for the six months ended June 30, ~~2022, compared to $92.6 million for the six months ended June 30, 2021.~~2022. The ~~decrease~~increase in cash flow provided by operating activities was primarily due to ~~lower cash receipts related to deferred revenues of $14.8 million,~~ a ~~decrease in accounts payable of $33.1 million, an~~net increase in taxes paid, net of refunds, of $11.1 million and $16.4 million in Paycheck Protection Program funding received during the six months ended June 30, 2021 that was not received in 2022, partially offsetworking capital, due to lower inventory, lower receivables driven by ~~lower severance payments of $12.4 million, a decrease in interest paid on debt of $8.0 million and~~improved collections, a decrease in contributions to our pension and other postretirement benefit plans, ~~of $15.4 million.~~and lower compensation costs, partially offset by lower cash receipts related to deferred revenues, an increase in accounts payable due to timing and an increase in severance payments.

Cash flows provided by (used for) investing activities: Cash flows ~~used for~~provided by investing activities was $15.0 million for the six months ended June 30, 2023, compared to cash used of $9.6 million for the six months ended June 30, ~~2022, compared to~~2022. The change in cash flows provided by investing activities ~~of $7.2 million for the six months ended June 30, 2021. The change~~ was primarily due to ~~payments~~a decrease in cash paid for acquisitions, net of cash acquired, of $15.4 million, ~~and an increase~~a decrease in purchases of property, plant and equipment of ~~$7.5~~$6.8 million ~~offset by~~and an increase in proceeds from the sale of real estate and other assets of ~~$6.3~~$1.8 million.

Cash flows used for financing activities: Cash flows used for financing activities was $54.6 million for the six months ended June 30, 2023, compared to $35.0 million for the six months ended June 30, ~~2022, compared to $121.0 million~~2022. The increase in cash flows used for ~~the six months ended June 30, 2021. The decrease~~financing activities was primarily due to lower borrowings, net of repayments ~~net under term loans~~ of ~~$89.7~~long-term debt of $26.4 million, offset by a decrease in payments related to treasury stock of $3.9 million, a decrease in the acquisition of noncontrolling interests of $2.1 million and a ~~$33.0~~$1.0 million decrease in payments related to deferred financing ~~costs, partially offset by repayments~~costs.

Debt

As of ~~$30.0~~June 30, 2023, the carrying value of our outstanding debt totaled $1.121 billion, which consisted of $383.4 million related to the Senior Secured Term Loan, $324.9 million related to the 2026 Senior Notes, ~~and payments related to treasury stock of $4.5 million, including $3.1~~$409.0 million related to the ~~Stock Repurchase Program.~~

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~~Debt~~

~~New Senior Secured Term Loan~~

On October 15, 2021, Gannett Holdings LLC ("Gannett Holdings"), our wholly-owned subsidiary, entered into the New Senior Secured Term Loan with Citibank N.A., as collateral agent and administrative agent for the lenders. On January 31, 2022, Gannett Holdings entered into an amendment (the "Term Loan Amendment") to its New Senior Secured Term Loan to provide for new incremental senior secured term loans (the "Incremental Term Loans") in an aggregate principal amount of $50 million. The Incremental Term Loans have substantially identical terms as the New Senior Secured Term Loan and are treated as a single tranche with the New Senior Secured Term Loan. The Term Loan Amendment also amended the New Senior Secured Term Loan to transition the interest rate base from LIBOR to Adjusted Term SOFR and to permit the repurchase of up to $50 million of the Company's Common Stock under the Stock Repurchase Program consummated on or prior to December 31, 2022, in addition to capacity for Gannett Holdings to make restricted payments, including stock repurchases, currently permitted under other provisions of the New Senior Secured Term Loan and our other debt facilities, including the 2026 Senior Secured Notes Indenture and the 2027 Notes ~~Indenture (terms defined~~(defined below)~~. On March 21, 2022~~, and $3.3 million related to the remaining 4.75% convertible senior notes due April 8, 2022, Gannett Holdings entered into amendments to its New Senior Secured Term Loan to provide for incremental senior secured term loans in an aggregate principal amount of $22.5 million and $7.5 million, respectively.15, 2024 (the "2024 Notes").

The ~~New~~ Senior Secured Term Loan bears interest at a per annum rate equal to Adjusted Term SOFR (which shall not be less than 0.50% per annum) plus a margin ofequal to 5.00% or an alternate base rate (which shall not be less than 1.50% per annum) plus a margin equal to 4.00%.~~Loans under the~~ ~~New Senior Secured Term Loan~~ may be prepaid, at the option of Gannett Holdings, at any time without premium, except a premium equal to 1.00% of the aggregate principal amount of the loans being repaid in connection with certain refinancing or repricing events that reduce the all-in yield applicable to the loans and occur on or before October 15, 2022. In addition, we We are required to repay the ~~New~~ Senior Secured 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 not permitted under the ~~New~~ Senior Secured Term Loan,, and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and its restricted subsidiaries in excess of $100 million at the end of each fiscal year. ~~The~~ ~~New~~Subsequent to the amendment effective as of April 8, 2022, the Senior Secured Term Loan ~~amortizes in equal quarterly installments, beginning June 30, 2022,~~is amortized at ~~a rate equal to 10.00%~~$15.1 million per ~~annum~~quarter (or, if the ratio of debt secured on an equal basis with the ~~New~~ Senior Secured Term Loan less unrestricted cash of the Company and its restricted subsidiaries to Consolidated EBITDA (as such terms are defined in the ~~New~~ Senior Secured Term Loan) (such ratio, the "First Lien Net Leverage Ratio"), for the most recently ended period of four consecutive fiscal quarters is equal to or less than 1.20 to 1.00, ~~5.00%~~$7.6 million per ~~annum)~~quarter). All obligations under the New Senior Secured Term Loan are secured by all or substantially all of the assets of the Company and the wholly-owned domestic subsidiaries of the Company (the "New Senior Secured Term Loan Guarantors"). The obligations of Gannett Holdings under the New Senior Secured Term Loan are guaranteed on a senior secured basis by the Company and the New Senior Secured Term Loan Guarantors.

The New Senior Secured Term Loan contains usual and customary covenants for credit facilities of this type, including a requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among other things, our ability to incur debt, grant liens, sell assets, and make investments and pay dividends, in each case with customary exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.50 to 1.00, and (iii) an unlimited amount if First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of June 30, 2022, we were in compliance with all of the covenants and obligations under the New Senior Secured Term Loan.

For the three and six months ended June 30, ~~2022,~~2023, we ~~recognized interest expense of $7.5~~made $15.1 million and ~~$14.4~~$46.4 million, respectively, ~~and paid interest expense~~ of ~~$7.5 million and $14.4 million, respectively. For the three and six months ended June 30, 2022, we recognized~~prepayments, including quarterly amortization of original issue discount of $0.9 million and $1.8 million, respectively, and amortization of deferred financing costs of $0.2 million and $0.4 million, respectively. Additionally, during the three and six months ended June 30, 2022, we recognized losses on early extinguishment of debt of approximately $0.4 million and $1.8 million, respectively, related to the write-off of original issue discount and deferred financing costs as a result of early prepaymentspayments, on the ~~New~~ Senior Secured Term Loan.

For the three and six months ended June 30, 2022, we made prepayments, inclusive of both mandatory and optional prepayments, totaling $26.9 million and $74.9 million, respectively, which were classified as financing activities in the condensed consolidated statements of cash flows. As of June 30, 2022, the effective interest rate for the New Senior Secured Term Loan was 6.3%.

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~~Senior Secured Notes due 2026~~

Interest on the 2026 Senior Notes is payable semi-annually in ~~arrears, beginning on May 1, 2022.~~arrears. The 2026 Senior Notes mature on November 1, 2026,

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unless redeemed or repurchased earlier pursuant to the 2026 Senior Notes Indenture. The 2026 Senior Notes may be redeemed at the option of Gannett Holdings, in whole or in part, at any time and from time to time after November 1, 2023, at the redemption prices set forth in the 2026 Senior Notes Indenture. At any time prior to such date, Gannett Holdings will be entitled at its option to redeem all, but not less than all, of the 2026 Senior Notes at the "make-whole" redemption price set forth in the 2026 Senior Notes Indenture. Additionally, at any time prior to November 1, 2023, Gannett Holdings may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2026 Senior Notes at the redemption price set forth in the 2026 Senior Notes Indenture with the net cash proceeds of certain equity offerings. If certain changes of control with respect to Gannett Holdings or the Company occur, Gannett Holdings must offer to purchase the 2026 Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but excluding, the date of purchase. In addition, during any twelve-month period commencing on or after October 15, 2021 and ending prior to November 1, 2023, up to 10% of the aggregate principal amount of the 2026 Senior Notes issued under the 2026 Senior Notes Indenture may be redeemed at a purchase price equal to 103% of the aggregate principal amount of the 2026 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date.

~~The 2026 Senior Notes are unconditionally guaranteed, jointly and severally,~~Interest on ~~a senior secured basis by~~ the 2026 Senior Notes Guarantors. The 2026 Senior Notes and such guarantees are secured on a first-priority basis by the collateral, consisting of substantially all of the assets of Gannett Holdings and the 2026 Senior Notes Guarantors, subject to certain intercreditor arrangements.

The 2026 Senior Notes Indenture limits our and our restricted subsidiaries’ ability to, among other things, make investments, loans, advances, guarantees and acquisitions; incur or guarantee additional debt and issue certain disqualified equity interests and preferred stock; make certain restricted payments, including a limit on dividends on equity securities or payments to redeem, repurchase or retire equity securities or other indebtedness; dispose of assets; create liens on assets to secure debt; engage in transactions with affiliates; enter into certain restrictive agreements; and consolidate, merge, sell or otherwise dispose of all or substantially all of their or a 2026 Senior Notes Guarantor’s assets. These covenants are subject to a number of limitations and exceptions. The 2026 Senior Notes Indenture also contains customary events of default.

The unamortized deferred financing costs will be amortized over the remaining contractual life of the 2026 Senior Notes. For the three and six months ended June 30, 2022, we recognized interest expense of $5.5 million and $11.5 million, respectively, and paid interest expense of $12.3 million and $12.9 million, respectively. For the three and six months ended June 30, 2022, we recognized amortization of original issue discount of $0.7 million and $1.4 million, respectively, and amortization of deferred financing costs of $0.5 million and $1.1 million, respectively, in connection with the 2026 Senior Notes. As of June 30, 2022, the effective interest rate on the 2026 Senior Notes was 7.3%.

In March and April 2022, we entered into privately negotiated agreements with certain holders of our 2026 Senior Notes and repurchased $22.5 million and $7.5 million, respectively, of principal of our outstanding 2026 Senior Notes in exchange for $22.5 million and $7.5 million, respectively, of New Senior Secured Term Loans (discussed above). The repurchases were treated as an extinguishment of a portion of the 2026 Senior Notes and as a result, for the three and six months ended June 30, 2022, we recognized losses on early extinguishment of debt of approximately $0.4 million and $1.7 million, respectively, related to the write-off of deferred financing costs.

~~Senior Secured Convertible Notes due 2027~~

~~We issued $497.1 million in aggregate principal amount of~~ 6.0% Senior Secured Convertible Notes due 2027 (the "2027 Notes") ~~pursuant to an Indenture dated as of November 17, 2020, as amended by the First Supplemental Indenture dated as of~~

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~~December 21, 2020 and the Second Supplemental Indenture dated as of February 9, 2021 (collectively, the "2027 Notes Indenture"), between the Company and U.S. Bank National Association, as trustee.~~

In connection with the issuance of the 2027 Notes, we entered into an Investor Agreement (the "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. We also entered into an amendment to the Registration Rights Agreement dated November 19, 2019, with FIG LLC, our former manager.

~~Interest on the 2027 Notes~~ is payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be converted at any time by the holders into cash, shares of ~~Common Stock~~our common stock, par value $0.01 per share (the "Common Stock") or any combination of cash and Common Stock, at our election. The initial conversion rate is 200 shares of Common Stock per $1,000 principal amount of 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 2027 Notes 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% (adjusted for repurchases and certain other events that reduce the outstanding amount of the 2027 Notes) of the Common Stock after giving effect to such issuance or sale (assuming the initial principal amount of the 2027 Notes remains outstanding). After giving effect to the repurchase of $11.8 million in aggregate principal outstanding of the 2027 Notes during the year ended December 31, 2021, such percentage is approximately 41%.

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

Holders of the 2027 Notes will have the right to put up to approximately $100 million of the 2027 Notes at par on or after the date that is 91 days after the maturity date of the New Senior Secured Term Loan.

Under the 2027 Notes Indenture, 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 2027 Notes Indenture) does not exceed a specified ratio. In addition, the 2027 Notes Indenture provides that, at any time that our Total Gross Leverage Ratio (as defined in the 2027 Notes Indenture) exceeds 1.5 and we approve the declaration of a dividend, we 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, we 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 us.

The 2027 Notes are guaranteed by Gannett Holdings and any subsidiaries of the Company that guarantee the New Senior Secured Term Loan. The 2027 Notes are secured by the same collateral that secures the New Senior Secured 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 that secured the indebtedness incurred in connection with the New Senior Secured Term Loan.

The 2027 Notes Indenture includes affirmative and negative covenants, including limitations on liens, indebtedness, dispositions, loan, advances and investors, sale and leaseback transactions, restricted payments, transactions with affiliates, restrictions on dividends and other payment restrictions affecting restricted subsidiaries, negative pledges and modifications to certain agreements. The 2027 Notes Indenture also requires that we maintain, as of the last day of each fiscal quarter, at least $30.0 million of Qualified Cash (as defined in the 2027 Notes Indenture). The 2027 Notes Indenture includes customary events of default.

For the three and six months ended June 30, 2022, we recognized interest expense of $7.3 million and $14.5 million, respectively, and paid interest expense of $14.6 million for both the three and six months ended June 30, 2022. For the three and six months ended June 30, 2021, we recognized interest expense of $7.4 million and $14.9 million, respectively, and paid interest expense of $16.1 million for both the three and six months ended June 30, 2021. In addition, during the three and six months ended June 30, 2022, we recognized amortization of the original issue discount of $2.9 million and $5.8 million, respectively, and amortization of deferred financing costs related to the 2027 Notes was immaterial for the three and six months

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ended June 30, 2022. For the three and six months ended June 30, 2021, we recognized amortization of original issue discount of $2.8 million and $5.1 million, respectively, and amortization of deferred financing costs related to the 2027 Notes was immaterial for the three and six months ended June 30, 2021. The effective interest rate on the liability component of the 2027 Notes was 10.5% as of both June 30, 2022 and 2021.

For the six months ended June 30, ~~2022,~~2023, 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 share under the if-converted method.~~

Our Senior ~~Convertible~~Secured Term Loan, 2024 Notes, ~~due 2024~~

~~The $3.3 million principal value~~2026 Senior Notes and 2027 Notes all contain usual and customary covenants and events of ~~the remaining 4.75% convertible senior notes due 2024 (the "2024 Notes") outstanding is reported as convertible debt in the condensed consolidated balance sheets.~~default. As of June 30, ~~2022, the effective interest rate on the 2024 Notes was 6.05%.~~2023, we were in compliance with all such covenants and obligations.

Refer to Note 6 — Debt for additional discussion regarding our debt.

Additional information

We continue to evaluate our results of operations, liquidity and cash flows, and as part of these measures, we have taken steps to manage cash outflow by rationalizing expenses and implementing various cost ~~containment~~management initiatives. We do not presently pay a quarterly dividend and ~~have~~there can be no ~~current intention to reinstate~~assurance that we will pay dividends in the ~~dividend.~~future. In addition, the terms of our indebtedness, including ~~our credit facility,~~ the ~~New~~ Senior Secured Term Loan, the 2026 Senior ~~Secured~~ Notes Indenture and the 2027 Notes Indenture have terms that restrict our ability to pay dividends.

On February 1, 2022, our Board of Directors authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our Common Stock. Repurchases may be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. The ~~CARES Act, enacted March 27, 2020, provided various forms of relief to companies impacted by the COVID-19 pandemic. As part~~amount and timing of the ~~relief available~~purchases, if any, will depend on a number of factors, including, but not limited to, the price and availability of our shares, trading volume, capital availability, our performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time. Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the ~~CARES Act, we deferred remittance~~terms of our ~~2020 Federal Insurance Contributions Act ("FICA") taxes as allowed by~~various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief.

During the ~~legislation.~~three and six months ended June 30, 2023, we did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of June 30, 2023, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. We ~~deferred $41.6 million~~do not currently anticipate repurchasing any shares of Common Stock pursuant to the ~~employer portion of FICA taxes for payroll paid between March 27, 2020 and December 31, 2020. We paid 50% of the FICA deferral~~Stock Repurchase Program during the ~~year ended December 31, 2021 with the remaining 50% to be remitted on January 3,~~second half of 2023.

~~For~~Beginning with the quarter ended December 31, 2022, and ending with the quarter ending September 30, 2024, the GR Plan's appointed actuary will certify the GR Plan's funded status for each quarter (the "Quarterly Certification") in accordance with U.S. GAAP. If the GR Plan inis less than 100% funded, the ~~U.S., we have deferred our~~Company will make a $1.0 million contribution to the GR Plan no later than 60 days following the receipt of the Quarterly Certification, provided, however, that the Company's obligation to make additional contractual contributions will terminate the earlier of (a) the day following the date that a contractual contribution ~~and negotiated a contribution payment plan of $5.0 million per~~would be due for the quarter ~~through~~ending September 30, 2024, and (b) the date the Company has made a total of $5 million of contractual contributions subsequent to June 30, 2022. As of June 30, 2023, the GR Plan was more than 100% funded.

We expect our capital expenditures for the remainder of ~~2022~~2023 to total approximately ~~$21.0~~$23.6 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.

~~For both~~ The level of capital expenditures may vary based on investment decisions associated with further opportunities to consolidate systems, improve our product offerings, and other initiatives designed to improve the three and six months ended June 30, 2022, we repurchased 800 thousand shares of Common Stock under the Stock Repurchase Program for approximately $3.1 million, excluding commissions. As of June 30, 2022, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million.Company's operating efficiency.

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~~conditions or adverse developments in our business, could make it difficult for us to meet the financial and operating covenants contained in our ~~New~~ Senior Secured Term Loan, the 2026 Senior Notes, and the 2027 Notes. In addition, our leverage may limit cash flow available for general corporate

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purposes such as capital expenditures as well as share repurchases and acquisitions and our flexibility to react to competitive, technological, and other changes in our industry and economic conditions generally.

Although we currently forecast sufficient liquidity, a resurgence of the COVID-19 pandemic and related counter-measures could have a material adverse impact on our liquidity and our ability to meet our ongoing obligations, including obligations under the New Senior Secured Term Loan, the 2026 Senior Notes, and the 2027 Notes. We continue to closely monitor ~~the COVID-19 pandemic and other~~ economic factors, including, but not limited to, the current inflationary market and rising interest rates, and ~~will~~we expect to continue to take the steps necessary to appropriately manage liquidity.

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CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

See our most recent Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 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 excluded or included in the most comparable ~~U.S~~U.S. generally accepted accounting principles ("U.S. GAAP") measure.

Adjusted EBITDA and Adjusted EBITDA margin 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 income (loss) attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Other operating expenses, including third-party debt expenses and acquisition costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, and (13) certain other non-recurring charges. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues.

~~Management’s~~Management's use of Adjusted EBITDA and Adjusted EBITDA margin

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

We use Adjusted EBITDA and Adjusted EBITDA margin as measures of our day-to-day operating performance, which is evidenced by the publishing and delivery of news and other media and excludes certain expenses that may not be indicative of our day-to-day business operating results.

Limitations of Adjusted EBITDA and Adjusted EBITDA margin

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

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

Adjusted EBITDA and Adjusted EBITDA margin are not alternatives to ~~net~~Net income (loss) attributable to Gannett and margin as calculated and presented in accordance with U.S. GAAP. As such, they should not be considered or relied upon as substitutes or alternatives for any such U.S. GAAP financial measures. We strongly urge you to review the reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA and Adjusted EBITDA margin along with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We also strongly urge you not to rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA and Adjusted EBITDA

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margin are not measures of financial performance under U.S. GAAP and are susceptible to varying calculations, the Adjusted EBITDA and Adjusted EBITDA margin measures as presented in this report may differ from and may not be comparable to similarly titled measures used by other companies.

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


	Three months ended June 30,						Six months ended June 30,
In thousands	2023			2022			2023			2022
Net loss attributable to Gannett	$	(12,677)		$	(53,688)		$	(2,333)		$	(56,655)
Provision (benefit) for income taxes	1,333			22,158			(15,996)			14,551
Interest expense	28,559			26,084			56,889			52,090
(Gain) loss on early extinguishment of debt	—			749			(496)			3,492
Non-operating pension income	(2,263)			(18,160)			(4,078)			(36,373)
Depreciation and amortization	39,784			49,530			83,482			97,313
Integration and reorganization costs	7,287			15,745			19,414			27,143
Other operating expenses	229			314			458			1,416
Asset impairments	1,177			85			1,182			939

(Gain) loss on sale or disposal of assets, net	146			372			(17,535)			(2,432)
Share-based compensation expense	5,047			5,385			8,783			8,778
Other items	2,529			2,277			4,283			4,760
Adjusted EBITDA (non-GAAP basis)	$	71,151		$	50,851		$	134,053		$	115,022
Net loss attributable to Gannett margin	(1.9)		%	(7.2)		%	(0.2)		%	(3.8)		%
Adjusted EBITDA margin (non-GAAP basis)	10.6		%	6.8		%	10.0		%	7.7		%

KEY PERFORMANCE INDICATORS

A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of similar businesses.

We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.

Management believes Digital-only ARPU, Core platform ARPU, digital-only subscriptions, and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our segments.

The following tables provide information regarding certain KPIs for both the Gannett Media and DMS segments:


	Three months ended June 30,								Six months ended June 30,
In thousands, except ARPU	2023		2022		Change		% Change		2023		2022		Change		% Change
Gannett Media:
Digital-only ARPU	$	6.35	$	5.98	$	0.37	6.2	%	$	6.17	$	5.96	$	0.21	3.5	%

DMS:
Core platform ARPU	$	2,642	$	2,393	$	249	10.4	%	$	2,590	$	2,362	$	228	9.7	%
Core platform average customer count	15.3		16.2		(0.9)		(5.6)	%	15.0		15.8		(0.8)		(5.1)	%

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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 2022 2021 2022 2021
Net income (loss) attributable to Gannett $ (53,688) $ 15,115 $ (56,655) $ (127,201)
Provision for income taxes 22,158 17,692 14,551 8,583
Interest expense 26,084 35,264 52,090 74,767
Loss on early extinguishment of debt 749 2,834 3,492 22,235
Non-operating pension income (18,160) (23,906) (36,373) (47,784)
Loss on convertible notes derivative — — — 126,600
Depreciation and amortization 49,530 48,242 97,313 106,345
Integration and reorganization costs 15,745 8,444 27,143 21,848
Other operating expenses 314 774 1,416 11,350
Asset impairments 85 — 939 833
Loss (gain) on sale or disposal of assets, net 372 5,294 (2,432) 10,039
Share-based compensation expense 5,385 5,779 8,778 9,202
Other Items 2,277 237 4,760 (583)
Adjusted EBITDA (non-GAAP basis) $ 50,851 $ 115,769 $ 115,022 $ 216,234
Net income (loss) attributable to Gannett margin (7.2) % 1.9 % (3.8) % (8.0) %
Adjusted EBITDA margin (non-GAAP basis) 6.8 % 14.4 % 7.7 % 13.7 %


	As of June 30,
In thousands	2023	2022	% Change
Gannett Media:
Digital-only subscriptions	1,952	1,866	4.6	%

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk, including from changes in interest rates and foreign currency exchange rates. Changes in these factors could cause fluctuations in earnings and cash flow. In the normal course of business, exposure to certain of these market risks is managed as described below.

Interest Rates

We generally manage our risk associated with changes in interest rates through the use of a combination of variable and fixed-rate debt. As of June 30, ~~2022,~~2023, we had variable and fixed-rate debt totaling ~~$485.2~~$392.0 million and ~~$858.6~~$827.7 million, respectively. Our variable-rate debt consisted of the ~~New~~ Senior Secured Term Loan, which bears interest at the Adjusted Term ~~SOFR which was 1.53% at June 30, 2022.~~Secured Overnight Financing Rate. A hypothetical interest rate increase of 150 basis points would ~~not~~ have ~~materially impacted~~increased our interest expense related to our variable-rate debt and likewise decreased our income and cash flows by approximately $1.5 million and $2.9 million, respectively, for the three and six months ended June 30, ~~2022 or cash flows for the six months ended June 30, 2022 related to our variable-rate debt.~~2023. See Note 6 — Debt to our condensed consolidated financial statements for further discussion of our debt.

Foreign Currency

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 DMS 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~~At June 30, 2023 and ~~comprehensive income (loss) have not been significant in the past. Cumulative~~2022, cumulative foreign currency translation ~~gains and~~ losses reported as part of equity ~~equated to a loss of~~were $2.7 million and $14.1 million, ~~at June 30, 2022,~~respectively. The fluctuation in cumulative foreign currency translation losses was driven by the impact of changing exchange rates, primarily due to the ~~strengthening of the U.S. dollar compared to the~~ British pound sterling.

Newsquest's assets and liabilities were translated from British pounds sterling to U.S. dollars at the June 30, 2022 exchange rate of 1.22. Newsquest's financial results were translated at an average rate of 1.30 for the six months ended June 30, 2022. A hypothetical 10% fluctuation of the price of the British pound sterling and the currencies in our DMS segment against the U.S. dollar would not have materially impacted operating income for the three and six months ended June 30, ~~2022.~~2023.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the ~~Company’s~~Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~Information regarding legal proceedings may be found in Note 11 — Commitments, contingencies and other matters, of the notes~~There have been no material developments with respect to the ~~condensed consolidated financial statements, which is incorporated herein by reference.~~information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 1A. RISK FACTORS

~~There have been no material changes~~In addition to the ~~risk factors~~other information set forth in this Quarterly Report on Form 10-Q, you should consider the risks described in Part I, Item 1A, ~~Risk Factors~~"Risk Factors" of our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2021.~~2022. Except as set forth below, there have been no material changes from the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022. Any of these risksand uncertainties, including those discussed below, could materially and adversely affect our business, results of operations, financial condition, and/or the market price of our Common Stock. The risks described below and in our Annual Report on Form 10-K for the year ended December 31, 2022, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our financial condition and/or operating results.

Risks Related to Macroeconomic Factors

Actual or perceived events involving banking volatility or limited liquidity, defaults or other adverse developments that affect the U.S. or international financial systems, may result in market-wide liquidity problems which could have a material and adverse impact on our available cash and results of operations.

At any point in time, the funds in our operating accounts with financial institutions or financial services industry companies with which we have financial or business relationships may exceed the applicable Federal Deposit Insurance Corporation ("FDIC") insurance limits. While we monitor the cash balances in our operating accounts and adjust the cash balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail. There is no guarantee that the FDIC, the Financial Services Compensation Scheme in the U.K., or the applicable deposit insurance, if any, in other countries in which we conduct significant business, will provide access to all or some uninsured funds in the event of the closure, default or non-performance of the financial institution or financial services industry company with which we have a relationship, or that they would do so in a timely manner. Additionally, if any parties with whom we conduct business are unable to access funds with their financial institutions or financial services industry companies with which they have relationships, such parties may be unable to satisfy their obligations to us. To date, we have not experienced significant losses of cash in our operating accounts or our invested cash or cash equivalents as a result of any banking volatility; however, we can provide no assurances that access to our operating cash or invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets. Further, banking volatility or adverse developments impacting financial systems may make equity or debt financing more difficult to obtain, and additional equity or debt financing might not be available on reasonable terms, if at all. Difficulties obtaining equity or debt financing could have a material adverse effect on our financial condition and results of operations.

Risks Related to Artificial Intelligence

We use artificial intelligence and may use new technologies in our business, and challenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We have incorporated and may continue to incorporate artificial intelligence ("AI") solutions and other new technologies into our platform, offerings, services and features, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. If our competitors and other third parties adopt AI applications that use our content without end users visiting our network of websites, our digital advertising revenue could be reduced and we could lose additional monetization opportunities. The introduction of AI applications into our business may disrupt our relationship with employees if the AI tools are viewed as displacing work from newsrooms, which could adversely affect our business and results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be adversely affected.

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The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI applications also introduce risks to our ability to protect our intellectual property, to the extent large language models have used our content to train AI tools. Similarly, if we use open-source AI applications, we could be subject to claims of infringement of others’ intellectual property, which could adversely affect our business and results of operations.

AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table details our monthly share repurchases of Common Stock during the three months ended June 30, 2023:


In thousands, except per share amounts	Total number of shares purchased (a)	Average price paid per share (a)		Total number of shares purchased as part of publicly announced program (b)	Maximum approximate dollar value of shares that may yet be purchased under the Stock Repurchase Program (b)
Period
April 1, 2023 - April 30, 2023	8	$	1.70	—	$	—
May 1, 2023 - May 31, 2023	—	$	—	—	$	—
June 1, 2023 - June 30, 2023 (b)	57	$	2.14	—	$	—
Total	65	$	2.09	—	$	—

(a)Represents shares of Common Stock withheld pursuant to the 2020 Omnibus Incentive Compensation Plan to cover employee tax-withholding obligations upon vesting of restricted stock awards that vested in the second quarter of 2023. Amounts in the average price paid per share column reflect the weighted average price for shares withheld in satisfaction of these tax-withholding obligations.

(b)In February 2022, the Company's Board of Directors authorized the repurchase of up to $100 million of ~~the Company's~~ Common Stock (the "Stock Repurchase Program"). Repurchases may be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. ~~The amount and timing of~~During the purchases will depend on a number of factors including, but not limited to, the price and availability of the Company's shares, trading volume, capital availability, Company performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time. For both the three ~~and six~~ months ended June 30, ~~2022,~~2023, the Company ~~repurchased 800 thousand~~did not repurchase any shares of Common Stock under the Stock Repurchase ~~Program for approximately $3.1 million, excluding commissions.~~Program. As of June 30, ~~2022,~~2023, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million.

The ~~following table details our monthly share repurchases~~Company does not anticipate repurchasing any shares of Common Stock pursuant to the Stock Repurchase Program during the ~~three months ended June 30, 2022:~~second half of 2023.

In thousands, except per share amounts Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced program Maximum approximate dollar value that may yet be purchased under the Stock Repurchase Program
Period
April 1, 2022 - April 30, 2022 9 $ 4.24 — $ 100,000
May 1, 2022 - May 31, 2022 800 $ 3.83 800 $ 96,940
June 1, 2022 - June 30, 2022 55 $ 3.93 — $ 96,940
Total 864 $ 3.84 800 $ 96,940

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

This item is not applicable.

ITEM 5. OTHER INFORMATION

As previously disclosed, we, through our subsidiary Gannett Media Corp. ("Gannett Media"), entered into a strategic alliance with Tipico USA Technology, Inc. ("Tipico"). In connection with the alliance, we entered into a Strategic Alliance Agreement, dated as of July 26, 2021 (the "Original Agreement"). On July 29, 2022, we entered into a Binding Term Sheet (the "Term Sheet") pursuant to which, as of August 1, 2022 (the "Effective Date"), (a) we mutually terminated the Original Agreement, (b) Tipico repurchased the warrant issued to us under the Original Agreement, representing a minority interest in Tipico US Group Corp., parent company of Tipico, and (c) we agreed to new terms for a media partnership for an initial term of four years from the Effective Date. Pursuant to the Term Sheet, Gannett Media will provide Tipico, subject to applicable laws, advertising, marketing, promotions, events and services that are crafted to promote Tipico, Tipico's brand and the Tipico gambling services within the United States, on an exclusive basis in certain states (non-exclusive elsewhere) subject to certainNone.

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minimum payment requirements. Tipico will pay media fees and a warrant repurchase price in the aggregate of approximately $14.7 million over the initial term of the new media partnership. In addition, Tipico will continue to pay Gannett Media for certain qualified player referrals over the term of the new media partnership.

We have also agreed to use commercially reasonable efforts to promptly negotiate and execute a long-form agreement and other documentation that will contain, among other things, customary representations, warranties and indemnities. Until such time as the Term Sheet is replaced by any such further documentation, the Term Sheet will remain binding.

The foregoing summary of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet intended to be filed with the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.

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ITEM 6. EXHIBITS

Exhibit Number

Description

Location

~~10.1~~3.1

~~Amendment No. 2, dated as~~Certificate of ~~March 21, 2022, to~~Elimination of the ~~First Lien Credit Agreement dated as~~Series A Junior Participating Preferred Stock of ~~October 15, 2021, as amended, by and among~~ Gannett Co., Inc.~~, Gannett Holdings LLC, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Citibank N.A., as administrative agent and collateral agent.~~

~~Filed herewith.~~Incorporated by reference to Exhibit 3.1 to the Company 's Current Report on Form 8-K, filed May 8, 2023 .

~~10.2~~10.1

~~Amendment No. 3, dated as of April 8, 2022, to the First Lien Credit Agreement dated as of October 15, 2021, as amended, by and among~~ Gannett Co., Inc.~~, Gannett Holdings LLC, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Citibank N.A., as administrative agent and collateral agent.~~ 2023 Stock Incentive Plan.*

~~Filed herewith.~~Incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 (Registration No. 333-272656), filed on June 15, 2023 .

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/~~15d-14(d)~~15d-14(a) of the Securities Exchange Act of 1934.

Filed herewith.

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/~~15d-14(d)~~15d-14(a) of the Securities Exchange Act of 1934.

Filed herewith.

32.1

Section 1350 Certification of Principal Executive Officer.

Furnished herewith.

32.2

Section 1350 Certification of Principal Financial Officer.

Furnished herewith.

101

The following financial information from Gannett Co., Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2022,~~2023, 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

Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document)

Attached.

Management contract or compensatory plan or arrangement.

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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 ~~4, 2022~~3, 2023			GANNETT CO., INC.

			/s/ Douglas E. Horne
			Douglas E. Horne
			Chief Financial Officer and Chief Accounting Officer
			(On behalf of the Registrant and as principal financial and principal accounting officer)

4948


In thousands, except per share amounts	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced program	Maximum approximate dollar value that may yet be purchased under the Stock Repurchase Program
Period
April 1, 2022 - April 30, 2022	9	$	4.24	—	$	100,000
May 1, 2022 - May 31, 2022	800	$	3.83	800	$	96,940
June 1, 2022 - June 30, 2022	55	$	3.93	—	$	96,940
Total	864	$	3.84	800	$	96,940