Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36097 | |
Entity Registrant Name | GANNETT CO., INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 38-3910250 | |
Entity Address, Address Line One | 7950 Jones Branch Drive, | |
Entity Address, City or Town | McLean, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22107-0910 | |
City Area Code | 703 | |
Local Phone Number | 854-6000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 132,097,487 | |
Entity Central Index Key | 0001579684 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Common stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | GCI | |
Security Exchange Name | NYSE | |
Preferred Stock Purchase Rights | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 199,651 | $ 156,042 |
Accounts receivable, net of allowance for doubtful accounts of $20,486 and $19,923 | 379,862 | 438,523 |
Inventories | 47,775 | 55,090 |
Prepaid expenses and other current assets | 135,608 | 129,460 |
Total current assets | 762,896 | 779,115 |
Property, plant and equipment, at cost net of accumulated depreciation of $323,934 and $277,291 | 764,000 | 815,807 |
Operating lease assets | 306,491 | 309,112 |
Goodwill | 909,741 | 914,331 |
Intangible assets, net | 981,966 | 1,012,564 |
Deferred income tax assets | 64,387 | 76,297 |
Other assets | 121,730 | 112,876 |
Total assets | 3,911,211 | 4,020,102 |
Current liabilities | ||
Accounts payable and accrued liabilities | 449,833 | 453,628 |
Deferred revenue | 225,609 | 218,823 |
Current portion of long-term debt | 0 | 3,300 |
Other current liabilities | 48,832 | 42,702 |
Total current liabilities | 724,274 | 718,453 |
Long-term debt | 1,633,468 | 1,636,335 |
Convertible debt | 3,300 | 3,300 |
Deferred tax liabilities | 10,406 | 9,052 |
Pension and other postretirement benefit obligations | 219,803 | 235,906 |
Long-term operating lease liabilities | 293,144 | 297,662 |
Other long-term liabilities | 135,864 | 136,188 |
Total noncurrent liabilities | 2,295,985 | 2,318,443 |
Total liabilities | 3,020,259 | 3,036,896 |
Redeemable noncontrolling interests | 1,396 | 1,850 |
Equity | ||
Common stock of $0.01 par value per share, 2,000,000,000 shares authorized, 132,715,532 issued and 132,058,367 shares outstanding at March 31, 2020; 129,386,258 issued and 128,991,544 shares outstanding at December 31, 2019 | 1,327 | 1,294 |
Treasury stock at cost, 657,165 and 394,714 shares at March 31, 2020 and December 31, 2019, respectively | (4,491) | (2,876) |
Additional paid-in capital | 1,093,705 | 1,090,694 |
Accumulated deficit | (196,110) | (115,958) |
Accumulated other comprehensive income (loss) | (4,875) | 8,202 |
Total equity | 889,556 | 981,356 |
Total liabilities and equity | $ 3,911,211 | $ 4,020,102 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 20,486 | $ 19,923 |
Accumulated depreciation | $ 323,934 | $ 277,291 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 2,000,000,000 | 2,000,000,000 |
Common stock, issued shares | 132,715,532 | 129,386,258 |
Common stock, shares outstanding | 132,058,367 | 128,991,544 |
Treasury stock, shares | 657,165 | 394,714 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating revenues: | ||
Total operating revenues | $ 948,682 | $ 387,599 |
Operating expenses: | ||
Operating costs | 566,463 | 229,495 |
Selling, general and administrative expenses | 299,137 | 129,050 |
Depreciation and amortization | 78,024 | 20,923 |
Integration and reorganization costs | 28,254 | 5,798 |
Acquisition costs | 5,969 | 772 |
Impairment of long-lived assets | 0 | 1,207 |
Loss on sale or disposal of assets | 657 | 1,789 |
Total operating expenses | 978,504 | 389,034 |
Operating loss | (29,822) | (1,435) |
Non-operating (income) expense: | ||
Interest expense | 57,899 | 10,134 |
Loss on early extinguishment of debt | 805 | 0 |
Other income | (16,899) | (260) |
Non-operating expense | 41,805 | 9,874 |
Net loss before income taxes | (71,627) | (11,309) |
Provision (benefit) for income taxes | 8,979 | (1,954) |
Net loss | (80,606) | (9,355) |
Net loss attributable to redeemable noncontrolling interests | (454) | (249) |
Net loss attributable to Gannett | $ (80,152) | $ (9,106) |
Loss per share attributable to Gannett – basic (in dollars per share) | $ (0.61) | $ (0.15) |
Loss per share attributable to Gannett– diluted (in dollars per share) | (0.61) | (0.15) |
Dividend declared per share (in dollars per share) | $ 0 | $ 0.38 |
Other comprehensive loss: | ||
Foreign currency translation adjustments | $ (14,033) | $ 0 |
Pension and other postretirement benefit items: | ||
Amortization of actuarial loss | (14) | (30) |
Other | 966 | 0 |
Total pension and other postretirement benefit items | 952 | (30) |
Other comprehensive loss before tax | (13,081) | (30) |
Income tax effect related to components of other comprehensive income | 4 | 0 |
Other comprehensive loss, net of tax | (13,077) | (30) |
Comprehensive loss | (93,683) | (9,385) |
Comprehensive loss attributable to redeemable noncontrolling interests | (454) | (249) |
Comprehensive loss attributable to Gannett | (93,229) | (9,136) |
Advertising and marketing services | ||
Operating revenues: | ||
Total operating revenues | 487,010 | 193,544 |
Circulation | ||
Operating revenues: | ||
Total operating revenues | 374,723 | 152,165 |
Other | ||
Operating revenues: | ||
Total operating revenues | $ 86,949 | $ 41,890 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Unaudited) Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Common stock | Additional Paid-in Capital | Accumulated other comprehensive income (loss) | Retained Earnings (Accumulated Deficit) | Treasury Stock |
Beginning balance (in shares) at Dec. 30, 2018 | 60,508,249 | 201,963 | ||||
Beginning balance at Dec. 30, 2018 | $ 717,223 | $ 605 | $ 721,605 | $ (6,881) | $ 3,767 | $ (1,873) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (9,106) | (9,106) | ||||
Restricted share grants (in shares) | 298,202 | |||||
Restricted share grants | 0 | $ 3 | (3) | |||
Other comprehensive income, net of tax | (30) | (30) | ||||
Equity-based compensation expense | 1,136 | 1,136 | ||||
Purchase of treasury stock (in shares) | 51,766 | |||||
Purchase of treasury stock | (689) | $ (689) | ||||
Restricted share forfeiture (in shares) | 22,861 | |||||
Restricted share forfeiture | 0 | $ 0 | ||||
Dividends declared | (22,951) | (22,951) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 60,806,451 | 276,590 | ||||
Ending balance at Mar. 31, 2019 | 685,698 | $ 608 | 699,787 | (6,911) | (5,224) | $ (2,562) |
Beginning balance (in shares) at Dec. 31, 2019 | 129,386,258 | 394,714 | ||||
Beginning balance at Dec. 31, 2019 | 981,356 | $ 1,294 | 1,090,694 | 8,202 | (115,958) | $ (2,876) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (80,152) | (80,152) | ||||
Restricted stock awards settled (in shares) | 2,257,335 | |||||
Restricted stock awards settled | (9,822) | $ 22 | (9,844) | |||
Restricted share grants (in shares) | 815,034 | |||||
Restricted share grants | 0 | $ 8 | (8) | |||
Other comprehensive income, net of tax | (13,077) | (13,077) | ||||
Equity-based compensation expense | 11,577 | 11,577 | ||||
Issuance of common stock (in shares) | 256,905 | |||||
Issuance of common stock | 1,552 | $ 3 | 1,549 | |||
Purchase of treasury stock (in shares) | 262,451 | |||||
Purchase of treasury stock | (1,615) | $ (1,615) | ||||
Other activity | (263) | (263) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 132,715,532 | 657,165 | ||||
Ending balance at Mar. 31, 2020 | $ 889,556 | $ 1,327 | $ 1,093,705 | $ (4,875) | $ (196,110) | $ (4,491) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Other comprehensive income, tax | $ 4 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (80,606) | $ (9,355) |
Adjustments to reconcile net income to operating cash flows: | ||
Depreciation and amortization | 78,024 | 20,923 |
Facility consolidation cost | 484 | 0 |
Equity-based compensation expense | 11,577 | 1,136 |
Non-cash interest expense | 56,160 | 344 |
Loss on sale or disposal of assets | 657 | 1,789 |
Loss on early extinguishment of debt | 805 | 0 |
Impairment of long-lived assets | 0 | 1,207 |
Pension and other postretirement benefit obligations, net of contributions | (30,545) | (276) |
Change in other assets and liabilities, net | 23,933 | 15,974 |
Net cash provided by operating activities | 60,489 | 31,742 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 0 | (37,953) |
Purchase of property, plant, and equipment | (13,783) | (2,242) |
Proceeds from sale of real estate and other assets | 10,400 | 2,465 |
Change in other investing activities | (36) | 0 |
Net cash used for investing activities | (3,419) | (37,730) |
Cash flows from financing activities: | ||
Repayment under term loans | (12,701) | (2,197) |
Borrowing under revolving credit facility | 0 | 54,400 |
Repayments under revolving credit facility | 0 | (46,400) |
Payments for employee taxes withheld from stock awards | (1,615) | (689) |
Payment of dividends | 0 | (23,245) |
Changes in other financing activities | (363) | 0 |
Net cash used for financing activities | (14,679) | (18,131) |
Effect of currency exchange rate change on cash | 1,554 | 0 |
Increase (decrease) in cash and cash equivalents and restricted cash | 43,945 | (24,119) |
Balance of cash, cash equivalents, and restricted cash at beginning of period | 188,664 | 52,770 |
Balance of cash, cash equivalents, and restricted cash at end of period | 232,609 | 28,651 |
Supplemental cash flow information: | ||
Cash paid for taxes, net of refunds | (2,036) | 13 |
Cash paid for interest | 551 | 12,756 |
Non-cash investing and financing activities: | ||
Accrued capital expenditures | $ 1,292 | $ 294 |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | NOTE 1 — Basis of presentation and summary of significant accounting policies Description of business: Gannett Co., Inc. ("we", "us", "our", or the "Company") is an innovative, digitally focused media and marketing solutions company committed to fostering the communities in our network and helping them build relationships with their local businesses. On November 19, 2019, New Media Investment Group Inc. ("Legacy New Media") completed its acquisition of Gannett ("Legacy Gannett"), which retained the name Gannett Co., Inc. and trades on the New York Stock Exchange under the ticker symbol "GCI". Our current portfolio of media assets includes USA TODAY, local media organizations in 46 states in the U.S. and Guam, and Newsquest (a wholly owned subsidiary operating in the United Kingdom (the "U.K.") with more than 140 local media brands). Gannett also owns the digital marketing services companies ReachLocal, Inc. ("ReachLocal"), UpCurve, Inc. ("UpCurve"), and WordStream, Inc. ("WordStream") and runs the largest media-owned events business in the U.S. Through USA TODAY, our local property network, and Newsquest, Gannett delivers high-quality, trusted content where and when consumers want to engage on virtually any device or platform. Additionally, the Company has strong relationships with 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 two segments: Publishing and Marketing Solutions . A full description of our segments is included in Note 14 — Segment reporting of the notes to the consolidated financial statements. COVID-19 Pandemic: The newspaper industry and the Company have experienced declining same-store revenue and profitability over the past several years and these industry trends are expected to continue in the future. Additionally, during the first quarter of 2020, the Company experienced additional revenue and profitability declines in connection with the COVID-19 global pandemic. More specifically, during March 2020, the Company began to experience decreased demand for its advertising and digital marketing services as well as reductions in the single copy and commercial distribution of its newspapers. At this point, the Company’s newspaper production operations have not been significantly impacted and the vast majority of the Company’s employees are currently working remotely. The Company currently expects that the COVID-19 global pandemic will have a significant negative impact, in the near-term, on the Company’s business and results of operations and such impact may be material. Longer-term, the impact of the COVID-19 pandemic on the Company’s business and results of operations will depend on the severity and length of the pandemic, the duration and extent of the mitigation measures and governmental actions designed to combat the pandemic, as well as the changes in customer behavior as a result of the pandemic, all of which are highly uncertain. As a result, the Company has implemented, and continues to implement, measures to reduce costs and preserve cash flow. These measures include suspension of the quarterly dividend, employee furloughs, decreases in employee compensation, as well as reductions in discretionary spending. In addition, the Company is continuing with its previously disclosed plan to monetize non-core assets. The Company believes these initiatives along with cash on hand and cash provided by operating activities will provide it with sufficient cash flow to enable the Company to meet its commitments. However, these measures may not be sufficient to fully offset the negative impact of the COVID-19 pandemic on the Company's business and results of operations. Basis of presentation: Our condensed consolidated financial statements are unaudited; however, in the opinion of management, they contain all of the adjustments (consisting of those of a normal, recurring nature) considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (U.S. GAAP) applicable to interim periods. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 . 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 from those estimates. The COVID-19 pandemic has caused increased uncertainty in estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements. Examples of significant estimates include pension and postretirement benefit obligation assumptions, income taxes, leases, self-insurance liabilities, goodwill impairment analysis, stock-based compensation, business combinations and valuation of property, plant and equipment and intangible assets. Actual results could differ from those estimates. Fiscal period: Starting in 2019 and subsequent to our acquisition of Legacy Gannett, our fiscal periods coincide with the Gregorian calendar. In periods prior to the acquisition, our fiscal periods ended on the last Sunday of the calendar month. Our fiscal period for the first quarter of 2019 was March 31, 2019 . Advertising and marketing services revenues: Pursuant to our acquisition of Legacy Gannett, we realigned the presentation of marketing services revenues generated by our UpCurve subsidiary from other revenues to advertising and marketing services revenue on the Condensed consolidated statements of operations and comprehensive income . As a result of this updated presentation, advertising and marketing services revenues increased and other revenues decreased $14.9 million for the three months ended March 31, 2019 . Operating revenues, net income, retained earnings, and earnings per share remained unchanged. Segment presentation: In connection with our Legacy Gannett acquisition and as noted above, we reorganized our reportable segments to include (1) Publishing , which consists of our portfolio of regional, national, and international newspaper publishers and (2) Marketing Solutions , which is comprised of our marketing solutions subsidiaries ReachLocal, UpCurve and WordStream. In addition to these operating segments, we have a corporate category that includes activities not directly attributable to a specific segment. This category primarily consists of broad corporate functions and includes legal, human resources, accounting, analytics, finance, and marketing as well as activities and costs not directly attributable to a particular segment and other general business costs. Cash and cash equivalents, including restricted cash: Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less. Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions for insurance plans. The restrictions will lapse when benefits are paid to plan participants and their beneficiaries as specified in the plans. The following table presents a reconciliation of cash, cash equivalents, and restricted cash March 31, In thousands 2020 2019 Cash and cash equivalents $ 199,651 $ 24,597 Restricted cash included in other current assets 11,028 4,054 Restricted cash included in investments and other assets 21,930 — Total cash, cash equivalents, and restricted cash $ 232,609 $ 28,651 New accounting pronouncements adopted: The following are new accounting pronouncements that we adopted in the first three months of 2020 : Financial Instruments—Credit Losses: In June 2016, the Financial Accounting Standards Board ("FASB") issued new guidance which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adopting this guidance did not have a material impact on our consolidated financial statements, refer to Note 4 — Accounts receivable, net for further details. Intangibles—Internal Use Software : In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The guidance can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This guidance was adopted prospectively and did not have a material impact on our consolidated financial statements. Capitalized costs are recognized within prepaid expenses and other current assets or other assets within the consolidated balance sheet. Fair Value Measurement—Disclosure Framework: In August 2018, the FASB issued new guidance that changes disclosure requirements related to fair value measurements as part of the disclosure framework project. The disclosure framework project aims to improve the effectiveness of disclosures in the notes to the financial statements by focusing on requirements that clearly communicate the most important information to users of the financial statements. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adopting this guidance did not have a material impact on our consolidated financial statements. New accounting pronouncements not yet adopted: The following are new accounting pronouncements that we are evaluating for future impacts on our financial statements: Compensation—Retirement Plans: In August 2018, the FASB issued new guidance that changes disclosures related to defined benefit pension and other postretirement benefit plans as part of the disclosure framework project. This guidance is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are evaluating the provisions of the updated guidance and assessing the impact on our consolidated financial statements. Simplifying the Accounting for Income Taxes: In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. This guidance is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are evaluating the provisions of the updated guidance and assessing the impact on our consolidated financial statements. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 2 — Revenues Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenues are recognized as performance obligations that are satisfied either at a point in time, such as when an advertisement is published, or over time, such as customer subscriptions. The Company’s Condensed consolidated statements of operations and comprehensive income presents 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 March 31, In thousands 2020 2019 Print advertising $ 267,842 $ 150,900 Digital advertising and marketing services 219,168 42,644 Total advertising and marketing services 487,010 193,544 Circulation 374,723 152,165 Other 86,949 41,890 Total revenues $ 948,682 $ 387,599 Approximately 7% of our quarter to date revenues were generated from international locations. Deferred revenue: The Company records deferred revenues when cash payments are received in advance of the Company’s performance obligation. The most significant unsatisfied performance obligation is the delivery of publications to subscription customers. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next three to twelve months in accordance with the terms of the subscriptions. The Company's payment terms vary by the type and location of the customer and the products or services offered. The period between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. The following table presents changes in the deferred revenue balance for the three months ended March 31, 2020 by type of revenue: In thousands Advertising, Marketing Services, and Other Circulation Total Beginning balance $ 67,543 $ 151,280 $ 218,823 Cash receipts 86,918 307,502 394,420 Revenue recognized (79,467 ) (308,167 ) (387,634 ) Ending balance $ 74,994 $ 150,615 $ 225,609 The Company’s primary source of deferred revenue is from circulation subscriptions paid in advance of the service provided. The majority of our subscription customers are billed and pay on monthly terms, but subscription periods can last between one and twelve |
Accounts Receivable, Net (Notes
Accounts Receivable, Net (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Accounts receivable, net | NOTE 4 — Accounts receivable, net The Company performs its evaluation of the collectability of trade receivables based on customer category. For example, trade receivables from individual subscribers to our publications are evaluated separately from trade receivables related to advertising customers. For advertising trade receivables, the Company applies a "black motor formula" methodology as the baseline to calculate the allowance for doubtful accounts. The reserve percentage is calculated as a ratio of total net bad debts (less write-offs less recoveries) for the prior three year period to total outstanding trade accounts receivable for the same three year period. The calculated reserve percentage by customer category is applied to the consolidated gross advertising receivable balance, irrespective of aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature of the underlying trade receivables. Due to the short-term nature of our circulation receivables, the Company reserves all receivables aged over 90 days . The following table presents changes in the allowance for doubtful accounts for the three months ended March 31, 2020 : In thousands Beginning balance $ 19,923 Current period provision 5,143 Write-offs charged against the allowance (5,347 ) Recoveries of amounts previously written-off 918 Foreign currency (151 ) Ending balance $ 20,486 Each category considers current economic, industry 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, the Company adjusts specific reserves and the amount of allowable credit as appropriate. The collectability of trade receivables related to advertising, marketing services and other customers depends on a variety of factors, including trends in the local and general economic conditions that affect our customers' ability to pay. The advertisers in our newspapers and other publications and related websites are primarily retail businesses that can be significantly affected by regional or national economic downturns and other developments that may impact our ability to collect on the related receivables. Similarly, while circulation revenues related to individual subscribers are primarily prepaid, changes in economic conditions may also affect our ability to collect on amounts owed from single copy circulation customers. For the three months ended March 31, 2020 and 2019 , the Company recorded $5.1 million and $2.1 million in bad debt expense, included in Selling, general and administrative expenses on the Condensed consolidated statements of operations and comprehensive income . We did not record any one-time adjustments as a result of adopting the new guidance on credit losses. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 5 — Acquisitions 2019 Acquisitions The Company acquired substantially all the assets, properties, and business of Legacy Gannett on November 19, 2019 . The acquisition, which included the USA TODAY NETWORK (made up of USA TODAY and 109 local media organizations in 46 states in the U.S. and Guam, including digital sites and affiliates), ReachLocal, Inc. ("ReachLocal"), a marketing solutions company, and Newsquest (a wholly owned subsidiary of Legacy Gannett operating in the U.K. with more than 140 local media brands), was completed for an aggregate purchase price of $1.3 billion . The acquisition was financed from the Apollo term loan facility as described in Note 8 — Debt and the issuance of common stock to Legacy Gannett shareholders. The rationale for the acquisition was primarily the attractive nature of the various publications, businesses, and digital platforms as well as the estimated cash flows and cost-saving and revenue-generating opportunities. The allocation of the purchase price is preliminary pending the finalization of certain acquired intangibles, deferred income taxes, and assumed income and non-income based tax liabilities. The following table summarizes the preliminary determination of fair values of the assets and liabilities for the Legacy Gannett acquisition. There were no material measurement period adjustments recorded during the three months ended March 31, 2020 . In thousands Cash and restricted cash acquired $ 149,452 Current assets 383,965 Other assets 97,459 Property, plant, and equipment 536,511 Operating lease assets 200,550 Developed technology 47,770 Advertiser relationships 272,740 Subscriber relationships 104,490 Other customer relationships 63,820 Trade names 16,470 Mastheads 97,340 Goodwill 645,046 Total assets 2,615,613 Current liabilities 513,752 Long-term liabilities 787,019 Total liabilities 1,300,771 Net assets $ 1,314,842 Outside of the Legacy Gannett acquisition, the Company also acquired substantially all the assets, properties and business of certain publications and businesses in 2019 , which included 11 daily newspapers, 11 weekly publications, nine shoppers, a remnant advertising agency, five events production businesses, and a business community and networking platform for an aggregate purchase price of $46.6 million including estimated working capital. The acquisitions were financed from cash on hand. The rationale for the acquisitions was primarily the attractive nature, as applicable, of the various publications, businesses, and digital platforms as well as the estimated cash flows and cost-saving and revenue-generating opportunities available. The following table summarizes the determination of fair values of the assets and liabilities for the aforementioned acquisitions. As of March 31, 2020 , the Company finalized the fair values of $34.2 million in net assets included in the table below: in thousands Cash acquired $ 323 Current assets 9,320 Other assets 950 Property, plant and equipment 20,492 Non-compete agreements 280 Advertiser relationships 2,357 Subscriber relationships 1,457 Other customer relationships 1,323 Software 140 Trade names 299 Mastheads 2,896 Goodwill 20,850 Total assets 60,687 Current liabilities assumed 11,961 Long-term liabilities assumed 463 Total liabilities 12,424 Minority interest $ 1,651 Net assets $ 46,612 Pro forma information: The following table sets forth unaudited pro forma results of operations assuming the Legacy Gannett acquisition, along with transactions necessary to finance the acquisition, occurred at the beginning of 2019: Three months ended In thousands; unaudited March 31, 2019 Total revenues $ 1,049,988 Net loss (53,808 ) Earnings per share - diluted $ (0.44 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 3 — Leases We lease certain real estate, vehicles, and equipment. Our leases have remaining lease terms of 1 to 15 years, some of which may include options to extend the leases, and some of which may include options to terminate the leases. The exercise of lease renewal options is at our sole discretion. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. As of March 31, 2020 , our Condensed consolidated balance sheets include $306.5 million of operating lease right-to use assets, $45.3 million of short-term operating lease liabilities included in Other current liabilities , and $293.1 million of long-term operating lease liabilities. The components of lease expense were as follows: Three months ended March 31, In thousands 2020 2019 Operating lease cost (a) $ 23,884 $ 8,105 Short-term lease cost, excluding expenses relating to leases with a lease term of one month or less 3,142 764 Net lease cost $ 27,026 $ 8,869 (a) Includes variable lease costs of $4.3 million and $0.5 million , respectively, and sublease income of $1.1 million and $0.5 million , respectively, for the three months ended March 31, 2020 and 2019 . Future minimum lease payments under non-cancellable leases as of March 31, 2020 are as follows: In thousands Year ended December 31, (a) 2020 (excluding the three months ended March 31, 2020) $ 61,202 2021 78,444 2022 71,330 2023 58,724 2024 51,955 Thereafter 235,267 Total future minimum lease payments 556,922 Less: Imputed interest 218,441 Total $ 338,481 (a) Operating lease payments exclude $8.7 million of legally binding minimum lease payments for leases signed but not yet commenced. Other information related to leases were as follows: Three months ended March 31, In thousands, except lease term and discount rate 2020 2019 Supplemental information Cash paid for amounts included in the measurement of operating lease liabilities $ 16,771 $ 6,317 Right-of-use assets obtained in exchange for operating lease obligations 1,238 4,098 As of March 31, 2020 2019 Weighted-average remaining lease term (in years) 8.1 9.0 Weighted-average discount rate 12.45 % 10.67 % |
Goodwill and other intangible a
Goodwill and other intangible assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | NOTE 6 — Goodwill & Intangible Assets Goodwill and intangible assets consisted of the following: March 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount Amortized intangible assets: Advertiser relationships $ 532,266 $ 88,448 $ 443,818 Other customer relationships 109,333 17,454 91,879 Subscriber relationships 259,391 52,172 207,219 Other intangible assets 76,552 15,210 61,342 Total $ 977,542 $ 173,284 $ 804,258 Non-amortized intangible assets: Goodwill $ 909,741 Mastheads 177,708 Total $ 1,087,449 December 31, 2019 Gross carrying Accumulated Net carrying Amortized intangible assets: Advertiser relationships $ 534,161 $ 75,363 $ 458,798 Other customer relationships 109,674 14,303 95,371 Subscriber relationships 259,391 44,878 214,513 Other intangible assets 76,552 11,229 65,323 Total $ 979,778 $ 145,773 $ 834,005 Non-amortized intangible assets: Goodwill $ 914,331 Mastheads 178,559 Total $ 1,092,890 The Company’s annual impairment assessment is made on the last day of its fiscal second quarter. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. As of March 31, 2020 , the Company performed a review of potential impairment indicators. In connection with its review, the Company noted that the market capitalization of the Company declined significantly during the three months ended March 31, 2020 and there was widespread stock-market volatility, resulting from the COVID-19 pandemic. Although the Company expects its near-term operating results to be negatively impacted as a result of the COVID-19 pandemic, its overall financial forecasts have not changed materially from the financial forecasts used in the Company’s year-end impairment assessment. As a result, the Company concluded that it was not more likely than not that the fair value of our reporting units is less than carrying value. The Company reached a similar conclusion for its indefinite-lived intangible assets, which consist of mastheads. 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 include revenue and EBITDA projections, discount rates and long-term growth rates. The long-term growth rates are dependent on overall market growth rates, the competitive environment, inflation and relative currency exchange rates and could be adversely impacted by a sustained decrease in any of these measures. 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. It may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets. While we have concluded that it is not more likely than not that the fair value of our reporting units and mastheads is less than the respective carrying values as of March 31, 2020 , the severity and length of the pandemic, the duration and extent of the |
Integration and reorganization
Integration and reorganization costs and long-lived asset impairments | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Integration and reorganization costs and long-lived asset impairments | NOTE 7 — Integration and reorganization costs and long-lived 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 employee base, consolidate facilities and improve operations, including those of recently acquired entities. These initiatives impact all the Company’s operations and are often influenced by the terms of union contracts. All costs related to these programs, which primarily include severance expense, are accrued at the time of the program announcement. Severance-related expenses: We recorded severance-related expenses by segment as follows: Three months ended March 31, In thousands 2020 2019 Publishing $ 11,917 $ 1,979 Marketing Solutions 1,384 556 Corporate and Other 7,873 878 Total $ 21,174 $ 3,413 A rollforward of the accrued severance and related costs included in accrued expenses on the Condensed consolidated balance sheets for the three months ended March 31, 2020 are as follows: In thousands Beginning balance $ 30,785 Restructuring provision included in integration and reorganization costs 21,174 Cash payments (25,555 ) Ending balance $ 26,404 The restructuring reserve balance is expected to be paid out over the next twelve months. Facility consolidation and other restructuring-related expenses: We recorded facility consolidation charges and other restructuring-related costs by segment as follows: Three months ended March 31, In thousands 2020 2019 Publishing $ 839 $ 405 Marketing Solutions 4 — Corporate and Other 247 294 Total $ 1,090 $ 699 Long-lived asset impairment charges and accelerated depreciation: As part of ongoing cost efficiency programs, the Company has ceased a number of print operations. There were no long-lived asset impairment charges recorded for the three months ended March 31, 2020 . There were $1.2 million long-lived asset impairment charges recorded for the same period in 2019 by the Corporate and other segment. We incurred $24.7 million accelerated depreciation for the three months ended March 31, 2020 . No accelerated depreciation was incurred for the same period in 2019 . For the three months ended March 31, 2020 , accelerated depreciation expenses were related to the publishing segment and are included within depreciation expense. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8 — Debt Apollo Term Loan In November 2019 , pursuant to the acquisition of Legacy Gannett, the Company entered into a five -year, senior-secured term loan facility with Apollo Capital Management, L.P. ("Apollo") in an aggregate principal amount of approximately $1.8 billion . The term loan facility, which matures on November 19, 2024 , generally bears interest at the rate of 11.5% per annum. Origination fees totaled 6.5% of the total principal amount of the financing at closing. Pursuant to the agreement, Apollo has the right to designate two individuals to attend Board of Directors meetings as non-fiduciary and non-voting observers and participants. In addition, if the total gross leverage ratio exceeds certain thresholds, Apollo has the right to appoint up to two voting directors. Upon the occurrence and during the continuance of an Event of Default (as defined in the term loan facility), the interest rate increases by 2.0% . The term loan facility contains customary covenants and events of default, including a covenant that the Company have at least $20 million of unrestricted cash on the last day of each fiscal quarter. The term loan facility is required to be prepaid with (i) any unrestricted cash in excess of $40 million at the end of fiscal year 2020 and fiscal year 2021, (ii) 50% of excess cash flow (as such term is defined in the term loan facility) measured at the end of each fiscal quarter (beginning with the third quarter of 2020), subject to a step-up to 90% of excess cash flow for each period in fiscal year 2021 or later if the ratio of consolidated debt to EBITDA (as such terms are defined in the term loan facility) is greater than or equal to 1.00 to 1.00, and (iii) 100% of the net proceeds of any non-ordinary course asset sales. The term loan facility prohibits the payment of cash dividends prior to the thirtieth day of the second quarter of 2020, and thereafter permits payment of cash dividends up to an agreed-upon amount, provided that the ratio of consolidated debt to EBITDA (as such terms are defined therein) does not exceed a specified threshold. As of March 31, 2020 , the Company is in compliance with all of the covenants and obligations under the term loan facility. In connection with the Apollo term loan facility, the Company incurred approximately $4.9 million of fees and expenses and $116.6 million of lender fees which were capitalized and will be amortized over the term of the term loan facility using the effective interest method. The Company is permitted to prepay the principal of the term loan facility, in whole or in part, at par plus accrued and unpaid interest, without any prepayment premium or penalty. The term loan facility is guaranteed by the material wholly-owned subsidiaries of the Company, and all obligations of the Company and its subsidiary guarantors are or will be secured by first priority liens on certain material real property, equity interests, land, buildings, and fixtures. The term loan facility contains customary representations and warranties, affirmative covenants, and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, dividends and other distributions, capital expenditures, and events of default. The Company used the proceeds of the term loan facility to (i) partially fund the acquisition of Legacy Gannett, (ii) repay, prepay, repurchase, redeem, or otherwise discharge in full each of the existing financing facilities (as defined in the agreement and discussed in part below), and (iii) pay fees and expenses incurred to obtain the term loan facility. As of March 31, 2020 , the Company had $1.7 billion in aggregate principal outstanding under the term loan facility, $4.6 million of deferred financing costs, and $105.4 million of capitalized lender fees. During the three months ended March 31, 2020 , the Company recorded $50.8 million in interest expense, $5.9 million in amortization of deferred financing costs and $0.8 million for loss on early extinguishment of debt. The effective interest rate is 12.9% . Convertible debt On April 9, 2018 , Legacy Gannett completed an offering of 4.75% convertible senior notes, resulting in total aggregate principal of $201.3 million and net proceeds of approximately $195.3 million . Interest on the notes is payable semi-annually in arrears. The notes mature on April 15, 2024 with our earliest redemption date being April 15, 2022 . The stated conversion rate of the notes is 82.4572 shares per $1,000 in principal or approximately $12.13 per share. The Company's acquisition of Legacy Gannett constituted a Fundamental Change and Make-Whole Fundamental Change under the terms of the indenture governing the notes. At the acquisition date, the Company delivered to noteholders a notice offering the right to surrender all or a portion of their notes for cash on December 31, 2019 . On December 31, 2019 , we completed the redemption of $198.0 million in aggregate principal in exchange for cash. The $3.3 million principal value of the remaining notes outstanding is reported as convertible debt in the Condensed consolidated balance sheets . The effective interest rate on the notes was 6.05% as of March 31, 2020 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | NOTE 10 — Income taxes The following table outlines our pre-tax net income (loss) and income tax amounts: Three months ended March 31, In thousands 2020 2019 Pre-tax net loss $ (71,627 ) $ (11,309 ) Provision (benefit) for income taxes 8,979 (1,954 ) Effective tax rate *** 17.3 % *** Indicates a percentage that is not meaningful. The provision for income taxes for three months ended March 31, 2020 was higher than the comparable period in 2019 due to non-deductible officers' compensation, state income tax expense, and foreign income tax expense. The provision for income taxes for the three months ended March 31, 2020 was calculated using the estimated annual effective tax rate. The estimated annual effective tax rate is negative, resulting in income tax expense primarily driven by state income tax and foreign tax expense. The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted on March 27, 2020. The Company will realize a tax benefit attributable to the legislation which permits a refund of tax benefits from earlier years. The legislation also allows the Company to defer certain employer payroll tax payments in 2020 to the end of 2021 and 2022. The Company is anticipating additional guidance from the U.S. Department of the Treasury (the "Treasury") and the Internal Revenue Service to determine whether additional tax benefits are available from this legislation. The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $33.8 million as of March 31, 2020 and $32.4 million as of December 31, 2019 . The amount of accrued interest and penalties payable related to unrecognized tax benefits was $2.1 million as of March 31, 2020 and $1.9 million as of December 31, 2019 . |
Pensions and other postretireme
Pensions and other postretirement benefit plans | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Pensions and other postretirement benefit plans | NOTE 9 — Pensions and other postretirement benefit plans We, along with our subsidiaries, have various defined benefit retirement plans, including plans established under collective bargaining agreements. Our retirement plans include the Gannett Retirement Plan (GRP), Newsquest and Romanes Pension Schemes in the U.K. (U.K. Pension Plans), and other defined benefit and defined contribution plans. We also provide health care and life insurance benefits to certain retired employees who meet age and service requirements. Retirement plan costs include the following components: Three months ended March 31, 2020 2019 In thousands Pension OPEB Pension OPEB Operating expenses: Service cost - Benefits earned during the period $ 681 $ 33 $ 159 $ — Non-operating expenses (Other income): Interest cost on benefit obligation 20,717 567 736 23 Expected return on plan assets (39,759 ) — (967 ) — Amortization of actuarial loss (gain) (27 ) 13 39 (9 ) Total non-operating expenses (benefit) $ (19,069 ) $ 580 $ (192 ) $ 14 Total expense (benefit) for retirement plans $ (18,388 ) $ 613 $ (33 ) $ 14 During the three months ended March 31, 2020 , we contributed $10.0 million and $2.8 million to our pension and other postretirement plans, respectively. In response to the COVID-19 pandemic, our U.K. Pension Plans have negotiated deferral of $17 million |
Supplemental equity information
Supplemental equity information | 3 Months Ended |
Mar. 31, 2020 | |
Shareholders' Equity and Share-based Payments [Abstract] | |
Supplemental equity information | NOTE 11 — Supplemental equity information Earnings (loss) per share The following table sets forth the computation of basic and diluted earnings (loss) per share: in thousands, except share data Three months ended March 31, 2020 2019 Net income (loss) attributable to Gannett $ (80,152 ) $ (9,106 ) Basic weighted average shares outstanding 130,568 59,965 Diluted weighted average shares outstanding 130,568 59,965 The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive: Three months ended March 31, in thousands, except share data 2020 2019 Stock warrants 1,362 1,362 Stock options 6,068 2,905 Restricted stock grants 9,494 501 Share repurchase program On May 17, 2017, the Board of Directors authorized the repurchase of up to $100.0 million of the Company's common stock ("Share Repurchase Program") over the next twelve months. The Board of Directors has authorized extensions of the Share Repurchase Program through May 19, 2020. Under the Share Repurchase Program, the Company may purchase its shares from time to time in the open market or in privately negotiated transactions, subject to restrictions in our credit facility. No shares were repurchased under the program during the three months ended March 31, 2020 . Manager stock options Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 652,311 remaining options granted to the Company's manager, FIG LLC (the "Manager") in 2014 were equitably adjusted during the three months ended March 31, 2019 from $12.95 to $11.46 as a result of return of capital distributions. Also, these options were equitably adjusted during the three months ended March 31, 2020 from $11.46 to $9.94 as a result of return of capital distributions. Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 700,000 options granted to the Manager in 2015 were equitably adjusted during the three months ended March 31, 2019 from $18.94 to $17.45 as a result of return of capital distributions. Also, these options were equitably adjusted during the three months ended March 31, 2020 from $17.45 to $15.93 as a result of return of capital distributions. Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 862,500 options granted to the Manager in 2016 were equitably adjusted during the three months ended March 31, 2019 from $13.24 to $11.75 as a result of return of capital distributions. Also, these options were equitably adjusted during the three months ended March 31, 2020 from $11.75 to $10.23 as a result of return of capital distributions. Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 690,000 options granted to the Manager in 2018 were equitably adjusted during the three months ended March 31, 2019 from $16.45 to $14.96 as a result of return of capital distributions. Also, these options were equitably adjusted during the three months ended March 31, 2020 from $14.96 to $13.44 as a result of return of capital distributions. The following table includes additional information regarding the Manager stock options: in thousands, except share data Number of Options Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($000) Outstanding at December 31, 2019 6,068 $ 1.78 $ 14.70 8.2 $ — Granted — $ — $ — Outstanding at March 31, 2020 6,068 $ 1.78 $ 13.97 7.9 $ — Exercisable at March 31, 2020 3,166 $ 1.78 $ 12.67 6.4 $ — Stock compensation The Company recognized compensation cost for share-based payments of $11.6 million for the three months ended March 31, 2020 and $1.1 million for the three months ended March 31, 2019 . The total compensation cost not yet recognized related to non-vested awards as of March 31, 2020 was $34.5 million , which is expected to be recognized over a weighted average period of 2.3 years through July 2022. Restricted stock grants (“RSGs”) In connection with the 2019 acquisition of Legacy Gannett, Legacy Gannett adopted the New Media Investment Group Inc. Employee Restricted Stock Grant Agreement. The following table outlines RSG activity specific to Legacy Gannett for the three months ended March 31, 2020 : Three months ended March 31, 2020 in thousands, except per share data Number Weighted- Unvested at beginning of period 7,368 $ 6.28 Granted 2,666 4.28 Vested (3,239 ) 6.28 Forfeited (74 ) 6.25 Unvested at end of period 6,721 $ 5.49 Legacy New Media RSG activity was as follows: Three months ended March 31, 2020 2019 in thousands, except per share data Number of RSGs Weighted- Average Grant Date Fair Value Number of RSGs Weighted- Unvested at beginning of period 317 $ 14.61 384 $ 16.11 Granted 1,562 4.71 298 13.65 Vested (876 ) 6.72 (159 ) 15.89 Forfeited (15 ) 16.64 (23 ) 16.16 Unvested at end of period 988 $ 5.94 500 $ 14.71 As of March 31, 2020 , the consolidated aggregate intrinsic value of unvested RSGs was $11.4 million . Accumulated other comprehensive loss The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss (net of tax) for the three months ended March 31, 2020 and 2019 : Three months ended March 31, 2020 In thousands Retirement Plans Foreign Currency Translation Total Beginning balance $ 936 $ 7,266 $ 8,202 Other comprehensive income (loss) before reclassifications 966 (14,033 ) (13,067 ) Amounts reclassified from accumulated other comprehensive loss (1) (10 ) — (10 ) Net current period other comprehensive income (loss), net of taxes 956 (14,033 ) (13,077 ) Ending balance $ 1,892 $ (6,767 ) $ (4,875 ) (1) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 9 — Pensions and other postretirement benefit plans Three months ended March 31, 2019 In thousands Retirement Plans Foreign Currency Translation Total Beginning balance $ (6,881 ) $ — $ (6,881 ) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from accumulated other comprehensive loss (30 ) — (30 ) Other comprehensive loss (30 ) — (30 ) Ending balance $ (6,911 ) $ — $ (6,911 ) Dividends The Company did no t pay dividends during the three months ended March 31, 2020 and paid dividends of $23.2 million for the three months ended March 31, 2019 . On April 1, 2020, the Company announced that in light of the unprecedented economic disruption and uncertainty caused by the COVID-19 pandemic, the Board of Directors had determined that it is in the best interests of shareholders for the Company to preserve liquidity by suspending the Company’s quarterly dividend. |
Fair value measurement
Fair value measurement | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | NOTE 12 — Fair value measurement We measure and record certain assets and liabilities at fair value. A fair value measurement is determined based on market assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted active markets that are observable either directly or indirectly (Level 2), and (iii) unobservable inputs that require use of our own estimates and assumptions through present value and other valuation techniques in determination of fair value (Level 3). As of March 31, 2020 and December 31, 2019 , 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 as a practical expedient to determine the fair value of certain investments. These investments measured at net asset value have not been classified in the fair value hierarchy. The term loan facility is recorded at carrying value, which approximates fair value, in the Condensed consolidated balance sheets and is classified as Level 3. We also have certain assets requiring fair value measurement on a non-recurring basis. Our assets measured on a non-recurring basis are assets held for sale, which are classified as Level 3 assets and evaluated using executed purchase agreements, letters of intent, or third-party valuation analyses when certain circumstances arise. Assets held for sale totaled $22.4 million as of March 31, 2020 and $25.5 million as of December 31, 2019 . |
Commitments, contingencies and
Commitments, contingencies and other matters | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, contingencies and other matters | NOTE 13 — Commitments, contingencies and other matters The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business, including but not limited to with respect to such matters as libel, invasion of privacy, intellectual property infringement, wrongful termination actions, complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental, and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material adverse effect on the Company’s consolidated results of operations or financial position. Equity purchase arrangements that are exercisable by the counterparty to the agreement and that are outside the sole control of the Company are accounted for in accordance with ASC 480-10-S99-3A and are classified as Redeemable noncontrolling interests in the Condensed consolidated balance sheets . Environmental contingency: We assumed responsibility for certain environmental contingencies in connection with our acquisition of Legacy Gannett. More specifically, in March 2011 , the Advertiser Company (Advertiser), a subsidiary that publishes the Montgomery Advertiser , was notified by the U.S. Environmental Protection Agency (EPA) that it had been identified as a potentially responsible party (PRP) for the investigation and remediation of groundwater contamination in downtown Montgomery, Alabama. The Advertiser is a member of the Downtown Environmental Alliance, which has agreed to jointly fund and conduct all required investigation and remediation. In 2016 , the Advertiser and other members of the Downtown Environmental Alliance reached a settlement with the U.S. EPA regarding the costs the U.S. EPA spent to investigate the site. The U.S. EPA has transferred responsibility for oversight of the site to the Alabama Department of Environmental Management, which has approved the work plan for the additional site investigation that is currently underway. The Advertiser's final costs cannot be determined until the investigation is complete, a determination is made on whether any remediation is necessary, and contributions from other PRPs are finalized. Other litigation: We are defendants in judicial and administrative proceedings involving matters incidental to our business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material adverse effect on the Company’s business, financial position or consolidated results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company’s financial results. |
Segment reporting
Segment reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment reporting | NOTE 14 — Segment reporting We define our reportable segments based on the way the Chief Operating Decision Maker (CODM), currently the Chief Executive Officer of our operating subsidiary, manages the operations for purposes of allocating resources and assessing performance. Our reportable segments include the following: • Publishing , which consists of our portfolio of local, regional, national, and international newspaper publishers. The results of this segment include local, classified, and national advertising revenues consisting of both print and digital advertising, circulation revenues from the distribution of our publications on our digital platforms, home delivery of our publications, single copy sales, and other revenues from commercial printing, events, and distribution arrangements. The Publishing reportable segment is an aggregation of two operating segments: Domestic Publishing and the U.K. • Marketing Solutions , which is comprised of our digital marketing solutions subsidiaries ReachLocal and UpCurve. 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, and software-as-a-service solutions. In addition to the above operating segments, we have a Corporate and other category that includes activities not directly attributable to a specific segment. This category primarily consists of broad corporate functions and includes legal, human resources, accounting, finance, and marketing as well as other general business costs. In the ordinary course of business, our reportable segments enter into transactions with one another. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized by the segment that is the counterparty to the transaction are eliminated in consolidation and do not affect consolidated results. The CODM uses adjusted EBITDA to evaluate the performance of the segments and allocate resources. Adjusted EBITDA is a non-GAAP financial performance measure we believe offers a useful view of the overall operation of our businesses and may be different than similarly-titled non-GAAP financial measures used by other companies. We define Adjusted EBITDA as net income (loss) from continuing operations attributable to Gannett before (1) income tax expense (benefit), (2) interest expense, (3) gains or losses on early extinguishment of debt, (4) non-operating items, primarily pension costs, (5) depreciation and amortization, (6) integration and reorganization costs, (7) impairment of long-lived assets, (8) goodwill and intangible impairments, (9) net loss (gain) on sale or disposal of assets, (10) equity-based compensation, (11) acquisition costs, and (12) certain other non-recurring charges. Management considers adjusted EBITDA to be the appropriate metric to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items which we do not believe are indicative of each segment's core operating performance. The following tables present our segment information: Three months ended March 31, 2020 In thousands Publishing Marketing Solutions Corporate and other Intersegment Eliminations Consolidated Advertising and marketing services - external sales $ 369,878 $ 116,283 $ 849 $ — $ 487,010 Advertising and marketing services - intersegment sales 33,758 — — (33,758 ) — Circulation 374,720 — 3 — 374,723 Other 79,794 4,998 2,157 — 86,949 Total revenues $ 858,150 $ 121,281 $ 3,009 $ (33,758 ) $ 948,682 Adjusted EBITDA $ 110,928 $ 7,887 $ (19,746 ) $ — $ 99,069 Three months ended March 31, 2019 In thousands Publishing Marketing Solutions Corporate and other Intersegment Eliminations Consolidated Advertising and marketing services - external sales $ 171,817 $ 21,390 $ 337 $ — $ 193,544 Advertising and marketing services - intersegment sales 17,040 — — (17,040 ) — Circulation 152,164 — 1 — 152,165 Other 37,059 4,497 334 — 41,890 Total revenues $ 378,080 $ 25,887 $ 672 $ (17,040 ) $ 387,599 Adjusted EBITDA $ 41,693 $ (3,230 ) $ (5,616 ) $ — $ 32,847 The following table presents our reconciliation of adjusted EBITDA to net loss: Three months ended March 31, In thousands 2020 2019 Net loss attributable to Gannett $ (80,152 ) $ (9,106 ) Provision (benefit) for income taxes 8,979 (1,954 ) Interest expense 57,899 10,134 Loss on early extinguishment of debt 805 — Other income (16,899 ) (260 ) Depreciation and amortization 78,024 20,923 Integration and reorganization costs 28,254 5,798 Acquisition costs 5,969 772 Impairment of long-lived assets — 1,207 Loss on sale or disposal of assets 657 1,789 Equity-based compensation expense 11,577 1,136 Other items 3,956 2,408 Adjusted EBITDA (non-GAAP basis) $ 99,069 $ 32,847 |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | NOTE 15 — Related party transactions As of March 31, 2020 , the Manager, which is an affiliate of Fortress Investment Group LLC ("Fortress"), and its affiliates owned approximately 4% of the Company’s outstanding stock and approximately 40% of the Company’s outstanding warrants. The Manager or its affiliates hold 6,068,075 stock options of the Company’s stock as of March 31, 2020 . During the three months ended March 31, 2020 and 2019 , Fortress and its affiliates were paid no dividends and $0.2 million in dividends, respectively. The Company's Chief Executive Officer is an employee of Fortress (or one of its affiliates), and his salary is paid by Fortress (or one of its affiliates). The management fee paid is reduced by the compensation paid to the Chief Financial Officer. Amended and Restated Management Agreement On November 26, 2013 , New Media entered into a management agreement (as amended and restated, "the Management Agreement") with the Manager, an affiliate of Fortress, pursuant to which the Manager managed the operations of New Media. New Media paid the Manager an annual management fee equal to 1.50% of the Company's Total Equity (as defined in the Management Agreement), and the Manager was eligible to receive incentive compensation. On August 5, 2019 , in connection with the execution of the Legacy Gannett acquisition agreement, the Company and the Manager entered into the Amended and Restated Management and Advisory Agreement (the “Amended Management Agreement”). Effective upon the consummation of the acquisition on November 19, 2019 , the Amended Management Agreement replaced the Management Agreement. The Amended Management Agreement (i) establishes a termination date for the Manager’s services of December 31, 2021 , in lieu of annual renewals of the term; (ii) reduces the “incentive fee” payable under the Amended Management Agreement from 25% to 17.5% for the remainder of the term; (iii) reduces by 50% the number of options that would otherwise be issuable in connection with the issuance of shares as consideration for the acquisition, and imposes a premium on the exercise price; (iv) eliminates the Manager’s right to receive options in connection with future equity raises by the Company; and (v) eliminates certain payments otherwise due at or after the end of the term of the prior management agreement. In connection with entering into the Amended Management Agreement and the occurrence of the consummation of the acquisition, the Company issued to the Manager 4,205,607 shares of Company Common Stock and granted to the Manager options to acquire 3,163,264 shares of Company Common Stock. The Manager is restricted from selling the issued shares until the expiration of the Amended Management Agreement, or otherwise upon a change in control and certain other extraordinary events. The options have an exercise price of $15.50 and become exercisable upon the first trading day immediately following the first 20 consecutive trading day period in which the closing price of the Company Common Stock (on its principal U.S. national securities exchange) is at or above $20 per share (subject to adjustment). The options also become exercisable upon a change in control and certain other extraordinary events. Upon expiration of the term of the Amended Management Agreement, the Manager will cease providing external management services to the Company, and the Manager will no longer be the employer of the person serving in the role of Chief Executive Officer of the consolidated company. The following table provides the management and incentive fees recognized and paid to the Manager: Three months ended March 31, In thousands 2020 2019 Management fee expense 3,759 2,456 Incentive fee expense (10 ) — Management fees paid 3,624 3,711 Incentive fees paid 2,602 5,220 Reimbursement for expenses 667 550 The Company had an outstanding liability for all Management Agreement related fees of $4.6 million and $6.5 million at March 31, 2020 and December 31, 2019 , respectively, included in accrued expenses. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | NOTE 16 — Subsequent events Dividends For information regarding the Board of Director’s determination to suspend the Company’s quarterly dividend, see Note 11 — Supplemental equity information . Rights Agreement On April 6, 2020, the Company's Board of Directors adopted a shareholder rights plan in the form of a Section 382 Rights Agreement ("Rights Agreement") to preserve and protect the Company's income tax net operating loss carryforwards ("NOLs") and other tax assets. As of December 31, 2019 , the Company had approximately $435 million of NOLs available which could be used in certain circumstance to offset future federal taxable income. Under the Rights Agreement, the Board declared a non-taxable dividend of one preferred share purchase right for each outstanding share of common stock. The rights will be exercisable only if a person or group acquires 4.99% or more of Gannett’s common stock. Gannett’s existing shareholders that beneficially own in excess of 4.99% of the common stock are "grandfathered in" at their current ownership level and the rights then become exercisable if any of those shareholders acquire an additional 0.5% or more of common stock of the Company. If the rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase Gannett common stock at a 50 percent discount or Gannett may exchange each right held by such holders for one share of common stock. Rights held by the person or group triggering the rights will become void and will not be exercisable. The Board of Directors has the discretion to exempt any person or group from the provisions of the Rights Agreement. The rights issued under the Rights Agreement will expire on the day following the certification of the voting results for Gannett’s 2021 annual meeting of shareholders, unless Gannett’s shareholders ratify the Rights Agreement at or prior to such meeting, in which case the Rights Agreement will continue in effect until April 5, 2023. Gannett’s Board also has the ability to terminate the plan if it determines that doing so would be in the best interest of Gannett’s shareholders. The rights may also expire at an earlier date if certain events occur, as described more fully in the Rights Agreement filed by the Company with the Securities and Exchange Commission. The Apollo term loan facility was amended April 6, 2020, to allow for the Rights Agreement. |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation: Our condensed consolidated financial statements are unaudited; however, in the opinion of management, they contain all of the adjustments (consisting of those of a normal, recurring nature) considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (U.S. GAAP) applicable to interim periods. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 . |
Use of estimates | 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 from those estimates. The COVID-19 pandemic has caused increased uncertainty in estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements. Examples of significant estimates include pension and postretirement benefit obligation assumptions, income taxes, leases, self-insurance liabilities, goodwill impairment analysis, stock-based compensation, business combinations and valuation of property, plant and equipment and intangible assets. Actual results could differ from those estimates. |
Advertising and marketing services revenues | Advertising and marketing services revenues: Pursuant to our acquisition of Legacy Gannett, we realigned the presentation of marketing services revenues generated by our UpCurve subsidiary from other revenues to advertising and marketing services revenue on the Condensed consolidated statements of operations and comprehensive income . As a result of this updated presentation, advertising and marketing services revenues increased and other revenues decreased $14.9 million for the three months ended March 31, 2019 . Operating revenues, net income, retained earnings, and earnings per share remained unchanged. |
Segment presentation | Segment presentation: In connection with our Legacy Gannett acquisition and as noted above, we reorganized our reportable segments to include (1) Publishing , which consists of our portfolio of regional, national, and international newspaper publishers and (2) Marketing Solutions , which is comprised of our marketing solutions subsidiaries ReachLocal, UpCurve and WordStream. In addition to these operating segments, we have a corporate category that includes activities not directly attributable to a specific segment. This category primarily consists of broad corporate functions and includes legal, human resources, accounting, analytics, finance, and marketing as well as activities and costs not directly attributable to a particular segment and other general business costs. |
Cash and cash equivalents, including restricted cash | Cash 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, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions for insurance plans. The restrictions will lapse when benefits are paid to plan participants and their beneficiaries as specified in the plans. |
New and not yet adopted accounting pronouncements | New accounting pronouncements adopted: The following are new accounting pronouncements that we adopted in the first three months of 2020 : Financial Instruments—Credit Losses: In June 2016, the Financial Accounting Standards Board ("FASB") issued new guidance which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adopting this guidance did not have a material impact on our consolidated financial statements, refer to Note 4 — Accounts receivable, net for further details. Intangibles—Internal Use Software : In August 2018, the FASB issued new guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The guidance can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This guidance was adopted prospectively and did not have a material impact on our consolidated financial statements. Capitalized costs are recognized within prepaid expenses and other current assets or other assets within the consolidated balance sheet. Fair Value Measurement—Disclosure Framework: In August 2018, the FASB issued new guidance that changes disclosure requirements related to fair value measurements as part of the disclosure framework project. The disclosure framework project aims to improve the effectiveness of disclosures in the notes to the financial statements by focusing on requirements that clearly communicate the most important information to users of the financial statements. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adopting this guidance did not have a material impact on our consolidated financial statements. New accounting pronouncements not yet adopted: The following are new accounting pronouncements that we are evaluating for future impacts on our financial statements: Compensation—Retirement Plans: In August 2018, the FASB issued new guidance that changes disclosures related to defined benefit pension and other postretirement benefit plans as part of the disclosure framework project. This guidance is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are evaluating the provisions of the updated guidance and assessing the impact on our consolidated financial statements. Simplifying the Accounting for Income Taxes: In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. This guidance is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are evaluating the provisions of the updated guidance and assessing the impact on our consolidated financial statements. |
Basis of presentation and sum_3
Basis of presentation and summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table presents a reconciliation of cash, cash equivalents, and restricted cash March 31, In thousands 2020 2019 Cash and cash equivalents $ 199,651 $ 24,597 Restricted cash included in other current assets 11,028 4,054 Restricted cash included in investments and other assets 21,930 — Total cash, cash equivalents, and restricted cash $ 232,609 $ 28,651 |
Restrictions on Cash and Cash Equivalents | The following table presents a reconciliation of cash, cash equivalents, and restricted cash March 31, In thousands 2020 2019 Cash and cash equivalents $ 199,651 $ 24,597 Restricted cash included in other current assets 11,028 4,054 Restricted cash included in investments and other assets 21,930 — Total cash, cash equivalents, and restricted cash $ 232,609 $ 28,651 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our revenues disaggregated by source: Three months ended March 31, In thousands 2020 2019 Print advertising $ 267,842 $ 150,900 Digital advertising and marketing services 219,168 42,644 Total advertising and marketing services 487,010 193,544 Circulation 374,723 152,165 Other 86,949 41,890 Total revenues $ 948,682 $ 387,599 |
Deferred Revenue | The following table presents changes in the deferred revenue balance for the three months ended March 31, 2020 by type of revenue: In thousands Advertising, Marketing Services, and Other Circulation Total Beginning balance $ 67,543 $ 151,280 $ 218,823 Cash receipts 86,918 307,502 394,420 Revenue recognized (79,467 ) (308,167 ) (387,634 ) Ending balance $ 74,994 $ 150,615 $ 225,609 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Allowance for doubtful accounts | The following table presents changes in the allowance for doubtful accounts for the three months ended March 31, 2020 : In thousands Beginning balance $ 19,923 Current period provision 5,143 Write-offs charged against the allowance (5,347 ) Recoveries of amounts previously written-off 918 Foreign currency (151 ) Ending balance $ 20,486 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | There were no material measurement period adjustments recorded during the three months ended March 31, 2020 . In thousands Cash and restricted cash acquired $ 149,452 Current assets 383,965 Other assets 97,459 Property, plant, and equipment 536,511 Operating lease assets 200,550 Developed technology 47,770 Advertiser relationships 272,740 Subscriber relationships 104,490 Other customer relationships 63,820 Trade names 16,470 Mastheads 97,340 Goodwill 645,046 Total assets 2,615,613 Current liabilities 513,752 Long-term liabilities 787,019 Total liabilities 1,300,771 Net assets $ 1,314,842 The following table summarizes the determination of fair values of the assets and liabilities for the aforementioned acquisitions. As of March 31, 2020 , the Company finalized the fair values of $34.2 million in net assets included in the table below: in thousands Cash acquired $ 323 Current assets 9,320 Other assets 950 Property, plant and equipment 20,492 Non-compete agreements 280 Advertiser relationships 2,357 Subscriber relationships 1,457 Other customer relationships 1,323 Software 140 Trade names 299 Mastheads 2,896 Goodwill 20,850 Total assets 60,687 Current liabilities assumed 11,961 Long-term liabilities assumed 463 Total liabilities 12,424 Minority interest $ 1,651 Net assets $ 46,612 |
Pro Forma Information | Pro forma information: The following table sets forth unaudited pro forma results of operations assuming the Legacy Gannett acquisition, along with transactions necessary to finance the acquisition, occurred at the beginning of 2019: Three months ended In thousands; unaudited March 31, 2019 Total revenues $ 1,049,988 Net loss (53,808 ) Earnings per share - diluted $ (0.44 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Lease Cost | Other information related to leases were as follows: Three months ended March 31, In thousands, except lease term and discount rate 2020 2019 Supplemental information Cash paid for amounts included in the measurement of operating lease liabilities $ 16,771 $ 6,317 Right-of-use assets obtained in exchange for operating lease obligations 1,238 4,098 As of March 31, 2020 2019 Weighted-average remaining lease term (in years) 8.1 9.0 Weighted-average discount rate 12.45 % 10.67 % The components of lease expense were as follows: Three months ended March 31, In thousands 2020 2019 Operating lease cost (a) $ 23,884 $ 8,105 Short-term lease cost, excluding expenses relating to leases with a lease term of one month or less 3,142 764 Net lease cost $ 27,026 $ 8,869 (a) Includes variable lease costs of $4.3 million and $0.5 million , respectively, and sublease income of $1.1 million and $0.5 million , respectively, for the three months ended March 31, 2020 and 2019 . |
Operating Lease Liability, Maturity | Future minimum lease payments under non-cancellable leases as of March 31, 2020 are as follows: In thousands Year ended December 31, (a) 2020 (excluding the three months ended March 31, 2020) $ 61,202 2021 78,444 2022 71,330 2023 58,724 2024 51,955 Thereafter 235,267 Total future minimum lease payments 556,922 Less: Imputed interest 218,441 Total $ 338,481 (a) Operating lease payments exclude $8.7 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Indefinite-Lived Intangible Assets, and Amortizable Intangible Assets | Goodwill and intangible assets consisted of the following: March 31, 2020 Gross carrying amount Accumulated amortization Net carrying amount Amortized intangible assets: Advertiser relationships $ 532,266 $ 88,448 $ 443,818 Other customer relationships 109,333 17,454 91,879 Subscriber relationships 259,391 52,172 207,219 Other intangible assets 76,552 15,210 61,342 Total $ 977,542 $ 173,284 $ 804,258 Non-amortized intangible assets: Goodwill $ 909,741 Mastheads 177,708 Total $ 1,087,449 December 31, 2019 Gross carrying Accumulated Net carrying Amortized intangible assets: Advertiser relationships $ 534,161 $ 75,363 $ 458,798 Other customer relationships 109,674 14,303 95,371 Subscriber relationships 259,391 44,878 214,513 Other intangible assets 76,552 11,229 65,323 Total $ 979,778 $ 145,773 $ 834,005 Non-amortized intangible assets: Goodwill $ 914,331 Mastheads 178,559 Total $ 1,092,890 |
Integration and reorganizatio_2
Integration and reorganization costs and long-lived asset impairments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Long-lived asset impairment charges and accelerated depreciation: As part of ongoing cost efficiency programs, the Company has ceased a number of print operations. There were no long-lived asset impairment charges recorded for the three months ended March 31, 2020 . There were $1.2 million long-lived asset impairment charges recorded for the same period in 2019 by the Corporate and other segment. Severance-related expenses: We recorded severance-related expenses by segment as follows: Three months ended March 31, In thousands 2020 2019 Publishing $ 11,917 $ 1,979 Marketing Solutions 1,384 556 Corporate and Other 7,873 878 Total $ 21,174 $ 3,413 A rollforward of the accrued severance and related costs included in accrued expenses on the Condensed consolidated balance sheets for the three months ended March 31, 2020 are as follows: In thousands Beginning balance $ 30,785 Restructuring provision included in integration and reorganization costs 21,174 Cash payments (25,555 ) Ending balance $ 26,404 |
Schedule of Consolidation Charges and Accelerated Depreciation | Facility consolidation and other restructuring-related expenses: We recorded facility consolidation charges and other restructuring-related costs by segment as follows: Three months ended March 31, In thousands 2020 2019 Publishing $ 839 $ 405 Marketing Solutions 4 — Corporate and Other 247 294 Total $ 1,090 $ 699 |
Income taxes (Tables)
Income taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table outlines our pre-tax net income (loss) and income tax amounts: Three months ended March 31, In thousands 2020 2019 Pre-tax net loss $ (71,627 ) $ (11,309 ) Provision (benefit) for income taxes 8,979 (1,954 ) Effective tax rate *** 17.3 % *** Indicates a percentage that is not meaningful. |
Pensions and other postretire_2
Pensions and other postretirement benefit plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Benefit costs | Retirement plan costs include the following components: Three months ended March 31, 2020 2019 In thousands Pension OPEB Pension OPEB Operating expenses: Service cost - Benefits earned during the period $ 681 $ 33 $ 159 $ — Non-operating expenses (Other income): Interest cost on benefit obligation 20,717 567 736 23 Expected return on plan assets (39,759 ) — (967 ) — Amortization of actuarial loss (gain) (27 ) 13 39 (9 ) Total non-operating expenses (benefit) $ (19,069 ) $ 580 $ (192 ) $ 14 Total expense (benefit) for retirement plans $ (18,388 ) $ 613 $ (33 ) $ 14 |
Supplemental equity informati_2
Supplemental equity information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Shareholders' Equity and Share-based Payments [Abstract] | |
Schedule of Earnings (Loss) Per Share (Basic and Diluted) | The following table sets forth the computation of basic and diluted earnings (loss) per share: in thousands, except share data Three months ended March 31, 2020 2019 Net income (loss) attributable to Gannett $ (80,152 ) $ (9,106 ) Basic weighted average shares outstanding 130,568 59,965 Diluted weighted average shares outstanding 130,568 59,965 |
Schedule of Securities from Computation of Diluted Income Per Share | The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive: Three months ended March 31, in thousands, except share data 2020 2019 Stock warrants 1,362 1,362 Stock options 6,068 2,905 Restricted stock grants 9,494 501 |
Summary of Manager Stock Options | The following table includes additional information regarding the Manager stock options: in thousands, except share data Number of Options Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($000) Outstanding at December 31, 2019 6,068 $ 1.78 $ 14.70 8.2 $ — Granted — $ — $ — Outstanding at March 31, 2020 6,068 $ 1.78 $ 13.97 7.9 $ — Exercisable at March 31, 2020 3,166 $ 1.78 $ 12.67 6.4 $ — |
Schedule of Nonvested RSG Cost | The following table outlines RSG activity specific to Legacy Gannett for the three months ended March 31, 2020 : Three months ended March 31, 2020 in thousands, except per share data Number Weighted- Unvested at beginning of period 7,368 $ 6.28 Granted 2,666 4.28 Vested (3,239 ) 6.28 Forfeited (74 ) 6.25 Unvested at end of period 6,721 $ 5.49 Legacy New Media RSG activity was as follows: Three months ended March 31, 2020 2019 in thousands, except per share data Number of RSGs Weighted- Average Grant Date Fair Value Number of RSGs Weighted- Unvested at beginning of period 317 $ 14.61 384 $ 16.11 Granted 1,562 4.71 298 13.65 Vested (876 ) 6.72 (159 ) 15.89 Forfeited (15 ) 16.64 (23 ) 16.16 Unvested at end of period 988 $ 5.94 500 $ 14.71 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss (net of tax) for the three months ended March 31, 2020 and 2019 : Three months ended March 31, 2020 In thousands Retirement Plans Foreign Currency Translation Total Beginning balance $ 936 $ 7,266 $ 8,202 Other comprehensive income (loss) before reclassifications 966 (14,033 ) (13,067 ) Amounts reclassified from accumulated other comprehensive loss (1) (10 ) — (10 ) Net current period other comprehensive income (loss), net of taxes 956 (14,033 ) (13,077 ) Ending balance $ 1,892 $ (6,767 ) $ (4,875 ) (1) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 9 — Pensions and other postretirement benefit plans Three months ended March 31, 2019 In thousands Retirement Plans Foreign Currency Translation Total Beginning balance $ (6,881 ) $ — $ (6,881 ) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from accumulated other comprehensive loss (30 ) — (30 ) Other comprehensive loss (30 ) — (30 ) Ending balance $ (6,911 ) $ — $ (6,911 ) |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present our segment information: Three months ended March 31, 2020 In thousands Publishing Marketing Solutions Corporate and other Intersegment Eliminations Consolidated Advertising and marketing services - external sales $ 369,878 $ 116,283 $ 849 $ — $ 487,010 Advertising and marketing services - intersegment sales 33,758 — — (33,758 ) — Circulation 374,720 — 3 — 374,723 Other 79,794 4,998 2,157 — 86,949 Total revenues $ 858,150 $ 121,281 $ 3,009 $ (33,758 ) $ 948,682 Adjusted EBITDA $ 110,928 $ 7,887 $ (19,746 ) $ — $ 99,069 Three months ended March 31, 2019 In thousands Publishing Marketing Solutions Corporate and other Intersegment Eliminations Consolidated Advertising and marketing services - external sales $ 171,817 $ 21,390 $ 337 $ — $ 193,544 Advertising and marketing services - intersegment sales 17,040 — — (17,040 ) — Circulation 152,164 — 1 — 152,165 Other 37,059 4,497 334 — 41,890 Total revenues $ 378,080 $ 25,887 $ 672 $ (17,040 ) $ 387,599 Adjusted EBITDA $ 41,693 $ (3,230 ) $ (5,616 ) $ — $ 32,847 The following table presents our reconciliation of adjusted EBITDA to net loss: Three months ended March 31, In thousands 2020 2019 Net loss attributable to Gannett $ (80,152 ) $ (9,106 ) Provision (benefit) for income taxes 8,979 (1,954 ) Interest expense 57,899 10,134 Loss on early extinguishment of debt 805 — Other income (16,899 ) (260 ) Depreciation and amortization 78,024 20,923 Integration and reorganization costs 28,254 5,798 Acquisition costs 5,969 772 Impairment of long-lived assets — 1,207 Loss on sale or disposal of assets 657 1,789 Equity-based compensation expense 11,577 1,136 Other items 3,956 2,408 Adjusted EBITDA (non-GAAP basis) $ 99,069 $ 32,847 |
Related party transactions Rela
Related party transactions Related party transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table provides the management and incentive fees recognized and paid to the Manager: Three months ended March 31, In thousands 2020 2019 Management fee expense 3,759 2,456 Incentive fee expense (10 ) — Management fees paid 3,624 3,711 Incentive fees paid 2,602 5,220 Reimbursement for expenses 667 550 |
Basis of presentation and sum_4
Basis of presentation and summary of significant accounting policies - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)brandsegmentstate | Mar. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | ||
Number of operating segments | segment | 2 | |
Increase (decrease) in advertising, marketing and other revenue | $ (948,682) | $ (387,599) |
U.S. | ||
Significant Accounting Policies [Line Items] | ||
Number of states in which entity operates | state | 46 | |
U.K. | ||
Significant Accounting Policies [Line Items] | ||
Number of media brands, more than | brand | 140 | |
Advertising and marketing services | ||
Significant Accounting Policies [Line Items] | ||
Increase (decrease) in advertising, marketing and other revenue | $ (487,010) | $ (193,544) |
Restatement Adjustment | Advertising and marketing services | ||
Significant Accounting Policies [Line Items] | ||
Increase (decrease) in advertising, marketing and other revenue | $ 14,900 |
Basis of presentation and sum_5
Basis of presentation and summary of significant accounting policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 30, 2018 |
Basis of Presentation and Significant Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 199,651 | $ 156,042 | $ 24,597 | |
Restricted cash included in other current assets | 11,028 | 4,054 | ||
Restricted cash included in investments and other assets | 21,930 | 0 | ||
Total cash, cash equivalents, and restricted cash | $ 232,609 | $ 188,664 | $ 28,651 | $ 52,770 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 948,682 | $ 387,599 |
Print advertising | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 267,842 | 150,900 |
Digital advertising and marketing services | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 219,168 | 42,644 |
Total advertising and marketing services | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 487,010 | 193,544 |
Circulation | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 374,723 | 152,165 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 86,949 | $ 41,890 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020 | |
International | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue, percentage | 7.00% |
Minimum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Subscription period (in months) | 1 month |
Maximum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Subscription period (in months) | 12 months |
Revenues - Deferred Revenue (De
Revenues - Deferred Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning balance | $ 218,823 |
Cash receipts | 394,420 |
Revenue recognized | (387,634) |
Ending balance | 225,609 |
Advertising, Marketing Services, and Other | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning balance | 67,543 |
Cash receipts | 86,918 |
Revenue recognized | (79,467) |
Ending balance | 74,994 |
Circulation | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning balance | 151,280 |
Cash receipts | 307,502 |
Revenue recognized | (308,167) |
Ending balance | $ 150,615 |
Accounts Receivable, Net - Narr
Accounts Receivable, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Receivables [Abstract] | ||
Accounts receivable, reserve percentage calculation period | 3 years | |
Threshold period for reserves | 90 days | |
Bad debt expense | $ 5,143 | $ 2,100 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | Nov. 19, 2019USD ($)brandorganization | Mar. 31, 2020USD ($)state | Dec. 31, 2019USD ($)publicationbusinessagencynewspaper |
Gannett Co., Inc | |||
Business Acquisition [Line Items] | |||
Number of Media Organizations | organization | 109 | ||
Number of media brands, more than | brand | 140 | ||
Aggregate purchase price | $ 1,300 | ||
Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 46.6 | ||
Number of daily newspapers | newspaper | 11 | ||
Number of weekly publications | publication | 11 | ||
Number of shoppers | agency | 9 | ||
Number of events production businesses | business | 5 | ||
Adjustments to net assets | $ 34.2 | ||
U.S. | |||
Business Acquisition [Line Items] | |||
Number of states in which entity operates | state | 46 |
Accounts Receivable, Net - Allo
Accounts Receivable, Net - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 19,923 | |
Current period provision | 5,143 | $ 2,100 |
Write-offs charged against the allowance | (5,347) | |
Recoveries of amounts previously written-off | 918 | |
Foreign currency | (151) | |
Ending balance | $ 20,486 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired, Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 19, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 909,741 | $ 914,331 | |
Gannett Co., Inc | |||
Business Acquisition [Line Items] | |||
Cash and restricted cash acquired | $ 149,452 | ||
Current assets | 383,965 | ||
Other assets | 97,459 | ||
Property, plant, and equipment | 536,511 | ||
Operating lease assets | 200,550 | ||
Goodwill | 645,046 | ||
Total assets | 2,615,613 | ||
Current liabilities | 513,752 | ||
Long-term liabilities assumed | 787,019 | ||
Total liabilities | 1,300,771 | ||
Net assets | 1,314,842 | ||
Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Cash and restricted cash acquired | 323 | ||
Current assets | 9,320 | ||
Other assets | 950 | ||
Property, plant, and equipment | 20,492 | ||
Goodwill | 20,850 | ||
Total assets | 60,687 | ||
Current liabilities | 11,961 | ||
Long-term liabilities assumed | 463 | ||
Total liabilities | 12,424 | ||
Minority interest | 1,651 | ||
Net assets | 46,612 | ||
Mastheads | Gannett Co., Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | 97,340 | ||
Mastheads | Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,896 | ||
Non-compete agreements | Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Intangible assets | 280 | ||
Developed technology | Gannett Co., Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | 47,770 | ||
Other customer relationships | Gannett Co., Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | 63,820 | ||
Other customer relationships | Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,323 | ||
Advertiser relationships | Gannett Co., Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | 272,740 | ||
Advertiser relationships | Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,357 | ||
Subscriber relationships | Gannett Co., Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | 104,490 | ||
Subscriber relationships | Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,457 | ||
Software | Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Intangible assets | 140 | ||
Trade names | Gannett Co., Inc | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 16,470 | ||
Trade names | Certain Publications and Businesses | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 299 |
Acquisitions - Proforma (Detail
Acquisitions - Proforma (Details) - Gannett Co., Inc $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenues | $ 1,049,988 |
Net loss | $ (53,808) |
Earnings per share - diluted (in USD per share) | $ / shares | $ (0.44) |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 306,491 | $ 309,112 |
Short-term operating lease liabilities | 45,300 | |
Long-term operating lease liabilities | $ 293,144 | $ 297,662 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term with option to extend | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term with option to extend | 15 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 23,884 | $ 8,105 |
Short-term lease cost, excluding expenses relating to leases with a lease term of one month or less | 3,142 | 764 |
Net lease cost | 27,026 | 8,869 |
Variable lease costs | 4,300 | 500 |
Sublease income | $ 1,100 | $ 500 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
2020 (excluding the three months ended March 31, 2020) | $ 61,202 |
2021 | 78,444 |
2022 | 71,330 |
2023 | 58,724 |
2024 | 51,955 |
Thereafter | 235,267 |
Total future minimum lease payments | 556,922 |
Less: Imputed interest | 218,441 |
Total | 338,481 |
Lease payments for leases signed but not yet commenced | $ 8,700 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental cash flow information: | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 16,771 | $ 6,317 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 1,238 | $ 4,098 |
Weighted-average remaining lease term (in years) | 8 years 1 month 6 days | 9 years |
Weighted-average discount rate | 12.45% | 10.67% |
Goodwill and other intangible_3
Goodwill and other intangible assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 977,542 | $ 979,778 |
Accumulated amortization | 173,284 | 145,773 |
Net carrying amount | 804,258 | 834,005 |
Goodwill | 909,741 | 914,331 |
Total | 1,087,449 | 1,092,890 |
Mastheads | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Nonamortized intangible assets | 177,708 | 178,559 |
Advertiser relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 532,266 | 534,161 |
Accumulated amortization | 88,448 | 75,363 |
Net carrying amount | 443,818 | 458,798 |
Other customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 109,333 | 109,674 |
Accumulated amortization | 17,454 | 14,303 |
Net carrying amount | 91,879 | 95,371 |
Subscriber relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 259,391 | 259,391 |
Accumulated amortization | 52,172 | 44,878 |
Net carrying amount | 207,219 | 214,513 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 76,552 | 76,552 |
Accumulated amortization | 15,210 | 11,229 |
Net carrying amount | $ 61,342 | $ 65,323 |
Integration and reorganizatio_3
Integration and reorganization costs and long-lived asset impairments - Severance Related Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance related expenses | $ 28,254 | $ 5,798 |
Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance related expenses | 21,174 | 3,413 |
Operating Segments | Publishing | Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance related expenses | 11,917 | 1,979 |
Operating Segments | Marketing Solutions | Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance related expenses | 1,384 | 556 |
Corporate and Other | Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance related expenses | $ 7,873 | $ 878 |
Integration and reorganizatio_4
Integration and reorganization costs and long-lived asset impairments - Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Integration and reorganization costs | $ 28,254 | $ 5,798 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 30,785 | |
Integration and reorganization costs | 21,174 | $ 3,413 |
Cash payments | (25,555) | |
Ending balance | $ 26,404 |
Integration and reorganizatio_5
Integration and reorganization costs and long-lived asset impairments - Facility Consolidation Charges and Accelerated Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Integration and reorganization costs | $ 28,254 | $ 5,798 |
Facility Closing | ||
Restructuring Cost and Reserve [Line Items] | ||
Integration and reorganization costs | 1,090 | 699 |
Operating Segments | Publishing | Facility Closing | ||
Restructuring Cost and Reserve [Line Items] | ||
Integration and reorganization costs | 839 | 405 |
Operating Segments | Marketing Solutions | Facility Closing | ||
Restructuring Cost and Reserve [Line Items] | ||
Integration and reorganization costs | 4 | 0 |
Corporate and Other | Facility Closing | ||
Restructuring Cost and Reserve [Line Items] | ||
Integration and reorganization costs | $ 247 | $ 294 |
Integration and reorganizatio_6
Integration and reorganization costs and long-lived asset impairments - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Asset impairment charges | $ 0 | $ 1,200,000 |
Publishing | ||
Restructuring Cost and Reserve [Line Items] | ||
Accelerated depreciation | $ 24,700,000 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Apr. 09, 2018USD ($)$ / shares | Nov. 30, 2019USD ($)DirectorsIndividuals | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares |
Line of Credit Facility [Line Items] | |||||
Common stock, authorized shares | shares | 2,000,000,000 | 2,000,000,000 | |||
Interest expense | $ 57,899,000 | $ 10,134,000 | |||
Loss on early extinguishment of debt | 805,000 | $ 0 | |||
Apollo Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Debt term | 5 years | ||||
Aggregate principal amount | $ 1,800,000,000 | $ 1,700,000,000 | |||
Interest rate | 11.50% | 12.90% | |||
Effective interest rate | 6.50% | ||||
Number of Individuals | Individuals | 2 | ||||
Number of directors | Directors | 2 | ||||
Interest rate increase if gross leverage ratio exceeds certain thresholds | 2.00% | ||||
Unrestricted cash requirement | $ 20,000,000 | ||||
Unrestricted cash prepaid requirement | $ 40,000,000 | ||||
Covenant, percent of net proceeds of asset sales | 100.00% | ||||
EBITDA initial ratio | 1 | ||||
Debt issuance costs | $ 4,900,000 | $ 4,600,000 | |||
Unamortized discount | $ 116,600,000 | ||||
Capitalized lender fees | 105,400,000 | ||||
Interest expense | 50,800,000 | ||||
Amortization of deferred financing costs | 5,900,000 | ||||
Loss on early extinguishment of debt | $ 800,000 | ||||
Convertible Debt | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Effective interest rate | 6.05% | ||||
Stated interest rate (as a percent) | 4.75% | ||||
Convertible debt, principal | $ 201,300,000 | $ 3,300,000 | |||
Proceeds from debt | $ 195,300,000 | ||||
Stated conversion rate | 0.0824572 | ||||
Conversion price (in usd per share) | $ / shares | $ 12.13 | ||||
Redemption value | $ 198,000,000 | ||||
Period 1 | Apollo Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Covenant, percent of excess cash flow | 50.00% | ||||
Period 2 | Apollo Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Covenant, percent of excess cash flow | 90.00% |
Income taxes - Pre-tax Net Loss
Income taxes - Pre-tax Net Loss and Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax net loss | $ (71,627) | $ (11,309) |
Provision (benefit) for income taxes | $ 8,979 | $ (1,954) |
Effective tax rate | 17.30% |
Pensions and other postretire_3
Pensions and other postretirement benefit plans - Retirement Plan Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pension | ||
Company's pension costs | ||
Service cost - Benefits earned during the period | $ 681 | $ 159 |
Interest cost on benefit obligation | 20,717 | 736 |
Expected return on plan assets | (39,759) | (967) |
Amortization of actuarial loss (gain) | (27) | 39 |
Total non-operating expenses (benefit) | (19,069) | (192) |
Total expense (benefit) for retirement plans | (18,388) | (33) |
OPEB | ||
Company's pension costs | ||
Service cost - Benefits earned during the period | 33 | 0 |
Interest cost on benefit obligation | 567 | 23 |
Expected return on plan assets | 0 | 0 |
Amortization of actuarial loss (gain) | 13 | (9) |
Total non-operating expenses (benefit) | 580 | 14 |
Total expense (benefit) for retirement plans | $ 613 | $ 14 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits that would impact effective tax rate | $ 33.8 | $ 32.4 |
Accrued interest and penalties related to unrecognized tax benefits | $ 2.1 | $ 1.9 |
Pensions and other postretire_4
Pensions and other postretirement benefit plans - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution to the defined benefit plans | $ 10 |
Deferred contributions by employer in response to COVID-19 | 17 |
Post-retirement Benefits Other Than Pension | |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution to the defined benefit plans | $ 2.8 |
Supplemental equity informati_3
Supplemental equity information - Earnings (Loss) Per Share (Basic and Diluted) (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Shareholders' Equity and Share-based Payments [Abstract] | ||
Net income (loss) | $ (80,152) | $ (9,106) |
Basic weighted average shares outstanding (in shares) | 130,568 | 59,965 |
Effect of dilutive securities: | ||
Diluted weighted average shares outstanding (in shares) | 130,568 | 59,965 |
Supplemental equity informati_4
Supplemental equity information - Computation of Diluted Income Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Computation of diluted income per share (in shares) | 1,362 | 1,362 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Computation of diluted income per share (in shares) | 6,068 | 2,905 |
Restricted stock grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Computation of diluted income per share (in shares) | 9,494 | 501 |
Supplemental equity informati_5
Supplemental equity information - Narrative (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | May 17, 2017 | |
Stockholders Equity Note [Line Items] | |||
Repurchase of common stock (in shares) | 0 | ||
Share-based compensation cost | $ 11,600,000 | $ 1,100,000 | |
Unrecognized compensation cost related to non-vested share-based compensation | $ 34,500,000 | ||
Weighted average period | 2 years 3 months 18 days | ||
Payments of dividends | $ 0 | $ 23,200,000 | |
Restricted Stock Grants (RSGs) | |||
Stockholders Equity Note [Line Items] | |||
Aggregate intrinsic value of unvested | $ 11,400,000 | ||
Share Repurchase Program | |||
Stockholders Equity Note [Line Items] | |||
Shares authorized for repurchase (up to) | $ 100,000,000 | ||
Manager | 2014 Options | |||
Stockholders Equity Note [Line Items] | |||
Stock options granted (in shares) | 652,311 | ||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 9.94 | $ 11.46 | |
Manager | 2015 Options | |||
Stockholders Equity Note [Line Items] | |||
Stock options granted (in shares) | 700,000 | ||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 15.93 | 17.45 | |
Manager | 2016 Options | |||
Stockholders Equity Note [Line Items] | |||
Stock options granted (in shares) | 862,500 | ||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 10.23 | 11.75 | |
Manager | 2018 Options | |||
Stockholders Equity Note [Line Items] | |||
Stock options granted (in shares) | 690,000 | ||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 13.44 | 14.96 | |
Previously Reported | Manager | 2014 Options | |||
Stockholders Equity Note [Line Items] | |||
Option to purchase shares of common stock, price per share (in dollars per share) | 11.46 | 12.95 | |
Previously Reported | Manager | 2015 Options | |||
Stockholders Equity Note [Line Items] | |||
Option to purchase shares of common stock, price per share (in dollars per share) | 17.45 | 18.94 | |
Previously Reported | Manager | 2016 Options | |||
Stockholders Equity Note [Line Items] | |||
Option to purchase shares of common stock, price per share (in dollars per share) | 11.75 | 13.24 | |
Previously Reported | Manager | 2018 Options | |||
Stockholders Equity Note [Line Items] | |||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 14.96 | $ 16.45 |
Supplemental equity informati_6
Supplemental equity information - Summary of Stock-Option Awards (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||
Outstanding beginning (in shares) | 6,068,000 | |
Granted (in shares) | 0 | |
Outstanding ending (in shares) | 6,068,000 | 6,068,000 |
Exercisable at December 31, 2019 (in shares) | 3,166,000 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding beginning (in dollars per shares) | $ 1.78 | |
Granted (in dollars per shares) | 0 | |
Outstanding ending (in dollars per shares) | 1.78 | $ 1.78 |
Exercisable at December 31, 2019 (in dollars per share) | 1.78 | |
Weighted-Average Exercise Price | ||
Outstanding beginning (in dollars per shares) | 14.70 | |
Granted (in dollars per shares) | 0 | |
Outstanding ending (in dollars per shares) | 13.97 | $ 14.70 |
Exercisable at December 31, 2019 (in dollars per shares) | $ 12.67 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Weighted-Average Remaining Contractual Term (Years) | 7 years 10 months 24 days | 8 years 2 months 12 days |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 6 years 4 months 24 days | |
Aggregate Intrinsic Value ($000) | ||
Aggregate Intrinsic Value | $ 0 | $ 0 |
Exercisable at December 31, 2019 | $ 0 |
Supplemental equity informati_7
Supplemental equity information - Restricted Stock Grants (Details) - Restricted Stock Grants (RSGs) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Number of RSGs | ||
Outstanding and Unvested at beginning of year (in shares) | 317,000 | 384,000 |
Granted (in shares) | 1,562,000 | 298,000 |
Vested (in shares) | (876,000) | (159,000) |
Forfeited (in shares) | (15,000) | (23,000) |
Outstanding and Unvested at end of year (in shares) | 988,000 | 500,000 |
Weighted- Average Grant Date Fair Value | ||
Outstanding and Unvested at beginning (in dollars per shares) | $ 14.61 | $ 16.11 |
Granted (in dollars per share) | 4.71 | 13.65 |
Vested (in dollars per shares) | 6.72 | 15.89 |
Forfeited (in dollars per share) | 16.64 | 16.16 |
Outstanding and Unvested at end of year (in dollars per shares) | $ 5.94 | $ 14.71 |
Legacy Gannett | ||
Number of RSGs | ||
Outstanding and Unvested at beginning of year (in shares) | 7,368,000 | |
Granted (in shares) | 2,666,000 | |
Vested (in shares) | (3,239,000) | |
Forfeited (in shares) | (74,000) | |
Outstanding and Unvested at end of year (in shares) | 6,721,000 | |
Weighted- Average Grant Date Fair Value | ||
Outstanding and Unvested at beginning (in dollars per shares) | $ 6.28 | |
Granted (in dollars per share) | 4.28 | |
Vested (in dollars per shares) | 6.28 | |
Forfeited (in dollars per share) | 6.25 | |
Outstanding and Unvested at end of year (in dollars per shares) | $ 5.49 |
Supplemental equity informati_8
Supplemental equity information - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | $ 981,356 | $ 717,223 |
Other comprehensive income before reclassifications | (13,067) | 0 |
Amounts reclassified from accumulated other comprehensive loss | (10) | (30) |
Net current period other comprehensive loss, net of taxes | (13,077) | (30) |
Ending balance | 889,556 | 685,698 |
Retirement Plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | 936 | (6,881) |
Other comprehensive income before reclassifications | 966 | 0 |
Amounts reclassified from accumulated other comprehensive loss | (10) | (30) |
Net current period other comprehensive loss, net of taxes | 956 | (30) |
Ending balance | 1,892 | (6,911) |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | 7,266 | 0 |
Other comprehensive income before reclassifications | (14,033) | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Net current period other comprehensive loss, net of taxes | (14,033) | 0 |
Ending balance | (6,767) | 0 |
Total | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | 8,202 | (6,881) |
Ending balance | $ (4,875) | $ (6,911) |
Fair value measurement - Narrat
Fair value measurement - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held-for-sale | $ 22.4 | $ 25.5 |
Segment reporting - Narrative (
Segment reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Publishing | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Segment reporting (Details)
Segment reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total operating revenues | $ 948,682 | $ 387,599 |
Adjusted EBITDA | 99,069 | 32,847 |
Operating Segments | Publishing | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 858,150 | 378,080 |
Adjusted EBITDA | 110,928 | 41,693 |
Operating Segments | Marketing Solutions | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 121,281 | 25,887 |
Adjusted EBITDA | 7,887 | (3,230) |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 3,009 | 672 |
Adjusted EBITDA | (19,746) | (5,616) |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | (33,758) | (17,040) |
Advertising and marketing services | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 487,010 | 193,544 |
Advertising and marketing services | Operating Segments | Publishing | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 369,878 | 171,817 |
Advertising and marketing services | Operating Segments | Marketing Solutions | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 116,283 | 21,390 |
Advertising and marketing services | Corporate | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 849 | 337 |
Advertising and marketing services | Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | (33,758) | (17,040) |
Advertising and marketing services | Intersegment Eliminations | Publishing | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 33,758 | 17,040 |
Advertising and marketing services | Intersegment Eliminations | Marketing Solutions | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 0 | 0 |
Circulation | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 374,723 | 152,165 |
Circulation | Operating Segments | Publishing | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 374,720 | 152,164 |
Circulation | Operating Segments | Marketing Solutions | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 0 | 0 |
Circulation | Corporate | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 3 | 1 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 86,949 | 41,890 |
Other | Operating Segments | Publishing | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 79,794 | 37,059 |
Other | Operating Segments | Marketing Solutions | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | 4,998 | 4,497 |
Other | Corporate | ||
Segment Reporting Information [Line Items] | ||
Total operating revenues | $ 2,157 | $ 334 |
Segment reporting - Reconciliat
Segment reporting - Reconciliation of EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting [Abstract] | ||
Net income (loss) | $ (80,152) | $ (9,106) |
Provision (benefit) for income taxes | 8,979 | (1,954) |
Interest expense | 57,899 | 10,134 |
Loss on early extinguishment of debt | 805 | 0 |
Other income | (16,899) | (260) |
Depreciation and amortization | 78,024 | 20,923 |
Integration and reorganization costs | 28,254 | 5,798 |
Acquisition costs | 5,969 | 772 |
Impairment of long-lived assets | 0 | 1,207 |
Loss on sale or disposal of assets | 657 | 1,789 |
Equity-based compensation expense | 11,577 | 1,136 |
Other items | 3,956 | 2,408 |
Adjusted EBITDA (non-GAAP basis) | $ 99,069 | $ 32,847 |
Related party transactions - Ma
Related party transactions - Management and Incentive Fees (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 19, 2019 | Nov. 18, 2019 | Nov. 26, 2013 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Due from (to) related party | $ 4,600 | $ 6,500 | ||||
FIG LLC | New Media | ||||||
Related Party Transaction [Line Items] | ||||||
Annual management fee | 1.50% | |||||
Incentive fee percent | 17.50% | 25.00% | ||||
Reduction in number of options issuable | 50.00% | |||||
Reimbursement for expenses | 667 | $ 550 | ||||
FIG LLC | New Media | Management Fee | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | 3,759 | 2,456 | ||||
Fees paid | 3,624 | 3,711 | ||||
FIG LLC | New Media | Incentive Fee | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee expense | (10) | 0 | ||||
Fees paid | $ 2,602 | 5,220 | ||||
Manager | FIG LLC | New Media | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued to management (in shares) | 4,205,607 | |||||
Option | Manager | FIG LLC | New Media | ||||||
Related Party Transaction [Line Items] | ||||||
Stock options granted (in shares) | 3,163,264 | |||||
Stock price (in dollars per share) | $ 15.50 | |||||
Consecutive trading days with certain price triggering vesting | 20 days | |||||
Price of stock triggering option vesting (in dollars per share) | $ 20 | |||||
Fortress Investment Group LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Affiliates ownership | 4.00% | |||||
Outstanding warrants | 40.00% | |||||
Number of stock options (in shares) | 6,068,075 | |||||
Dividends | $ 0 | $ 200 |
Subsequent events - Narrative (
Subsequent events - Narrative (Details) - USD ($) $ in Millions | Apr. 06, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||
Operating loss carryforwards | $ 435 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Rights agreement, dividend declared (in shares) | 1 | |
Rights agreement, percent of common stock owned required for exercise | 4.99% | |
Rights agreement, additional percent of common stock owned required for exercise | 0.50% | |
Exercise percent discount | 50.00% | |
Number of shares that may be exchanged per right (in shares) | 1 |
Uncategorized Items - gci-20200
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 115,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 115,000 |