Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 175 Sully's Trail | |
Entity Address, Address Line Two | Suite 203 | |
Entity Address, City or Town | Pittsford, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14534-4560 | |
City Area Code | 585 | |
Local Phone Number | 598-0030 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | GCI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 147,599,699 | |
Entity Central Index Key | 0001579684 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 98,886 | $ 100,180 |
Accounts receivable, net of allowance of $14,514 and $16,338 as of June 30, 2024 and December 31, 2023, respectively | 241,649 | 266,096 |
Inventories | 22,427 | 26,794 |
Prepaid expenses | 39,426 | 36,210 |
Other current assets | 15,647 | 14,957 |
Total current assets | 418,035 | 444,237 |
Property, plant and equipment, net of accumulated depreciation of $342,821 and $336,408 as of June 30, 2024 and December 31, 2023, respectively | 233,892 | 239,087 |
Operating lease assets | 157,980 | 221,733 |
Goodwill | 533,687 | 533,876 |
Intangible assets, net | 478,697 | 524,350 |
Deferred tax assets | 40,166 | 37,125 |
Pension and other assets | 191,029 | 180,839 |
Total assets | 2,053,486 | 2,181,247 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 304,882 | 293,444 |
Deferred revenue | 112,259 | 120,502 |
Current portion of long-term debt | 60,452 | 63,752 |
Operating lease liabilities | 41,694 | 45,763 |
Other current liabilities | 8,361 | 10,052 |
Total current liabilities | 527,648 | 533,513 |
Long-term debt | 531,211 | 564,836 |
Convertible debt | 423,370 | 416,036 |
Deferred tax liabilities | 0 | 2,028 |
Pension and other postretirement benefit obligations | 40,391 | 42,661 |
Long-term operating lease liabilities | 183,137 | 203,871 |
Other long-term liabilities | 98,459 | 100,989 |
Total noncurrent liabilities | 1,276,568 | 1,330,421 |
Total liabilities | 1,804,216 | 1,863,934 |
Commitments and contingent liabilities (See Note 11) | ||
Equity | ||
Preferred stock, $0.01 par value per share, 300,000 shares authorized, none of which were issued and outstanding at June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 158,817,284 shares issued and 147,653,745 shares outstanding at June 30, 2024; 158,554,705 shares issued and 148,939,463 shares outstanding at December 31, 2023 | 1,588 | 1,586 |
Treasury stock, at cost, 11,163,539 shares and 9,615,242 shares at June 30, 2024 and December 31, 2023, respectively | (20,499) | (17,393) |
Additional paid-in capital | 1,432,682 | 1,426,325 |
Accumulated deficit | (1,098,212) | (1,027,192) |
Accumulated other comprehensive loss | (65,786) | (65,541) |
Total Gannett stockholders' equity | 249,773 | 317,785 |
Noncontrolling interests | (503) | (472) |
Total equity | 249,270 | 317,313 |
Total liabilities and equity | $ 2,053,486 | $ 2,181,247 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowance for doubtful receivables | $ 14,514 | $ 16,338 |
Property plant and equipment, accumulated depreciation | $ 342,821 | $ 336,408 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock authorized (in shares) | 300,000 | 300,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, issued (in shares) | 158,817,284 | 158,554,705 |
Common stock, outstanding (in shares) | 147,653,745 | 148,939,463 |
Treasury stock (in shares) | 11,163,539 | 9,615,242 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |||||
Total revenues | $ 639,840 | $ 672,357 | $ 1,275,601 | $ 1,341,274 | ||||
Operating costs | 391,474 | 426,096 | 793,873 | 856,284 | ||||
Selling, general and administrative expenses | 183,019 | 184,127 | 363,508 | 364,517 | ||||
Depreciation and amortization | 38,258 | 39,784 | 76,556 | 83,482 | ||||
Integration and reorganization costs | 19,775 | 7,287 | 37,656 | 19,414 | ||||
Asset impairments | 0 | 1,177 | 45,989 | 1,182 | ||||
Loss (gain) on sale or disposal of assets, net | 236 | 146 | 788 | (17,535) | ||||
Other operating expenses | 112 | 229 | 151 | 458 | ||||
Total operating expenses | 632,874 | 658,846 | 1,318,521 | 1,307,802 | ||||
Operating income (loss) | 6,966 | 13,511 | (42,920) | 33,472 | ||||
Interest expense | 26,270 | 28,559 | 52,835 | 56,889 | ||||
Loss (gain) on early extinguishment of debt | 87 | 0 | (530) | (496) | ||||
Non-operating pension income | (3,137) | (2,263) | (6,283) | (4,078) | ||||
Equity income in unconsolidated investees, net | (559) | (621) | (374) | (831) | ||||
Other non-operating (income) expense, net | (2,609) | (807) | (792) | 414 | ||||
Non-operating expenses | 20,052 | 24,868 | 44,856 | 51,898 | ||||
Loss before income taxes | (13,086) | (11,357) | (87,776) | (18,426) | ||||
(Benefit) provision for income taxes | (26,803) | 1,333 | (16,725) | (15,996) | ||||
Net income (loss) | 13,717 | (12,690) | (71,051) | (2,430) | ||||
Net loss attributable to noncontrolling interests | (31) | (13) | (31) | (97) | ||||
Net income (loss) attributable to Gannett | $ 13,748 | $ (12,677) | $ (71,020) | $ (2,333) | ||||
Income (loss) per share attributable to Gannett - basic (in dollars per share) | $ 0.10 | $ (0.09) | $ (0.50) | $ (0.02) | ||||
Income (loss) per share attributable to Gannett - diluted (in dollars per share) | $ 0.09 | $ (0.09) | $ (0.50) | $ (0.02) | ||||
Other comprehensive income (loss): | ||||||||
Foreign currency translation adjustments | $ (223) | $ 5,827 | $ (912) | $ 12,164 | ||||
Pension and other postretirement benefit items: | ||||||||
Net actuarial gain (loss) | 0 | 13,968 | (538) | 25,564 | ||||
Amortization of net actuarial gain (loss) | 232 | 8 | 469 | 12 | ||||
Amortization of prior service cost | (125) | 17 | (250) | 33 | ||||
Equity method investments | 0 | 0 | 116 | 610 | ||||
Other | (317) | (2,631) | 1,010 | (5,542) | ||||
Total pension and other postretirement benefit items | (210) | 11,362 | 807 | 20,677 | ||||
Other comprehensive (loss) income before tax | (433) | 17,189 | (105) | 32,841 | ||||
Income tax (benefit) provision related to components of other comprehensive income (loss) | (30) | 2,942 | 140 | 5,304 | ||||
Other comprehensive (loss) income, net of tax | (403) | [1] | 14,247 | [1] | (245) | [2] | 27,537 | [2] |
Comprehensive income (loss) | 13,314 | 1,557 | (71,296) | 25,107 | ||||
Comprehensive loss attributable to noncontrolling interests | (31) | (13) | (31) | (97) | ||||
Comprehensive income (loss) attributable to Gannett | 13,345 | 1,570 | (71,265) | 25,204 | ||||
Digital | ||||||||
Total revenues | 278,378 | 262,103 | 545,877 | 509,581 | ||||
Print and commercial | ||||||||
Total revenues | $ 361,462 | $ 410,254 | $ 729,724 | $ 831,693 | ||||
[1] For the three months ended June 30, 2024 and 2023, Other comprehensive (loss) income is net of an income tax benefit of $30 thousand and an income tax provision of $2.9 million, respectively. For the six months ended June 30, 2024 and 2023, Other comprehensive (loss) income is net of an income tax provision of $0.1 million and $5.3 million, respectively. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss | $ (71,051) | $ (2,430) |
Adjustments to reconcile net loss to operating cash flows: | ||
Depreciation and amortization | 76,556 | 83,482 |
Share-based compensation expense | 6,338 | 8,783 |
Non-cash interest expense | 10,513 | 10,567 |
Loss (gain) on sale or disposal of assets, net | 788 | (17,535) |
Gain on early extinguishment of debt | (530) | (496) |
Asset impairments | 45,989 | 1,182 |
Pension and other postretirement benefit obligations | (15,399) | (6,792) |
Equity income in unconsolidated investees, net | (374) | (831) |
Change in other assets and liabilities, net | 4,746 | (23,144) |
Cash provided by operating activities | 57,576 | 52,786 |
Investing activities | ||
Purchase of property, plant and equipment | (22,725) | (16,448) |
Proceeds from sale of real estate and other assets | 6,073 | 31,465 |
Change in other investing activities | 386 | (12) |
Cash (used for) provided by investing activities | (16,266) | 15,005 |
Financing activities | ||
Repayments of long-term debt | (39,575) | (51,291) |
Treasury stock | (3,103) | (2,622) |
Changes in other financing activities | (846) | (647) |
Cash used for financing activities | (43,524) | (54,560) |
Effect of currency exchange rate change on cash | 396 | 98 |
(Decrease) increase in cash, cash equivalents and restricted cash | (1,818) | 13,329 |
Cash, cash equivalents and restricted cash at beginning of period | 110,612 | 104,804 |
Cash, cash equivalents and restricted cash at end of period | $ 108,794 | $ 118,133 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Treasury stock | Non-controlling interest | |
Beginning balance (in shares) at Dec. 31, 2022 | 153,286,000 | |||||||
Beginning balance at Dec. 31, 2022 | $ 295,373 | $ 1,533 | $ 1,409,578 | $ (101,231) | $ (999,401) | $ (14,737) | $ (369) | |
Beginning balance (in shares) at Dec. 31, 2022 | 7,063,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) attributable to Gannett | (2,430) | (2,333) | (97) | |||||
Restricted share grants (in shares) | 4,682,000 | |||||||
Restricted share grants | 0 | $ 47 | (47) | |||||
Other comprehensive (loss) income, net | [1] | 27,537 | 27,537 | |||||
Share-based compensation expense | 8,783 | 8,783 | ||||||
Issuance of common stock (in shares) | 468,000 | |||||||
Issuance of common stock | 50 | $ 4 | 46 | |||||
Treasury stock (in shares) | 1,124,000 | |||||||
Treasury stock | (2,622) | $ (2,622) | ||||||
Restricted share forfeiture (in shares) | 1,124,000 | |||||||
Restricted share forfeiture | (11) | $ (11) | ||||||
Other activity | 217 | 217 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 158,436,000 | |||||||
Ending balance at Jun. 30, 2023 | 326,897 | $ 1,584 | 1,418,577 | (73,694) | (1,001,734) | $ (17,370) | (466) | |
Ending balance (in shares) at Jun. 30, 2023 | 9,311,000 | |||||||
Beginning balance (in shares) at Mar. 31, 2023 | 157,981,000 | |||||||
Beginning balance at Mar. 31, 2023 | 320,643 | $ 1,580 | 1,413,397 | (87,941) | (989,057) | $ (16,883) | (453) | |
Beginning balance (in shares) at Mar. 31, 2023 | 8,760,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) attributable to Gannett | (12,690) | (12,677) | (13) | |||||
Other comprehensive (loss) income, net | [2] | 14,247 | 14,247 | |||||
Share-based compensation expense | 5,047 | 5,047 | ||||||
Issuance of common stock (in shares) | 455,000 | |||||||
Issuance of common stock | 25 | $ 4 | 21 | |||||
Treasury stock (in shares) | 167,000 | |||||||
Treasury stock | (483) | $ (483) | ||||||
Restricted share forfeiture (in shares) | 384,000 | |||||||
Restricted share forfeiture | (4) | $ (4) | ||||||
Other activity | 112 | 112 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 158,436,000 | |||||||
Ending balance at Jun. 30, 2023 | $ 326,897 | $ 1,584 | 1,418,577 | (73,694) | (1,001,734) | $ (17,370) | (466) | |
Ending balance (in shares) at Jun. 30, 2023 | 9,311,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2023 | 148,939,463 | 158,555,000 | ||||||
Beginning balance at Dec. 31, 2023 | $ 317,313 | $ 1,586 | 1,426,325 | (65,541) | (1,027,192) | $ (17,393) | (472) | |
Beginning balance (in shares) at Dec. 31, 2023 | 9,615,242 | 9,615,000 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) attributable to Gannett | $ (71,051) | (71,020) | (31) | |||||
Other comprehensive (loss) income, net | [1] | (245) | (245) | |||||
Share-based compensation expense | 6,338 | 6,338 | ||||||
Issuance of common stock (in shares) | 262,000 | |||||||
Issuance of common stock | 49 | $ 2 | 47 | |||||
Treasury stock (in shares) | 1,281,000 | |||||||
Treasury stock | (3,103) | $ (3,103) | ||||||
Restricted share forfeiture (in shares) | 267,000 | |||||||
Restricted share forfeiture | (3) | $ (3) | ||||||
Other activity | $ (28) | (28) | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 147,653,745 | 158,817,000 | ||||||
Ending balance at Jun. 30, 2024 | $ 249,270 | $ 1,588 | 1,432,682 | (65,786) | (1,098,212) | $ (20,499) | (503) | |
Ending balance (in shares) at Jun. 30, 2024 | 11,163,539 | 11,163,000 | ||||||
Beginning balance (in shares) at Mar. 31, 2024 | 158,565,000 | |||||||
Beginning balance at Mar. 31, 2024 | $ 232,981 | $ 1,586 | 1,429,137 | (65,383) | (1,111,960) | $ (19,927) | (472) | |
Beginning balance (in shares) at Mar. 31, 2024 | 10,979,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) attributable to Gannett | 13,717 | 13,748 | (31) | |||||
Other comprehensive (loss) income, net | [2] | (403) | (403) | |||||
Share-based compensation expense | 3,512 | 3,512 | ||||||
Issuance of common stock (in shares) | 252,000 | |||||||
Issuance of common stock | 24 | $ 2 | 22 | |||||
Treasury stock (in shares) | 130,000 | |||||||
Treasury stock | (571) | $ (571) | ||||||
Restricted share forfeiture (in shares) | 54,000 | |||||||
Restricted share forfeiture | (1) | $ (1) | ||||||
Other activity | $ 11 | 11 | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 147,653,745 | 158,817,000 | ||||||
Ending balance at Jun. 30, 2024 | $ 249,270 | $ 1,588 | $ 1,432,682 | $ (65,786) | $ (1,098,212) | $ (20,499) | $ (503) | |
Ending balance (in shares) at Jun. 30, 2024 | 11,163,539 | 11,163,000 | ||||||
[1] For the six months ended June 30, 2024 and 2023, Other comprehensive (loss) income is net of an income tax provision of $0.1 million and $5.3 million, respectively. For the three months ended June 30, 2024 and 2023, Other comprehensive (loss) income is net of an income tax benefit of $30 thousand and an income tax provision of $2.9 million, respectively. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Other comprehensive (loss) income, tax (benefit) provision | $ (30) | $ 2,942 | $ 140 | $ 5,304 |
Description of business and bas
Description of business and basis of presentation | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Description of business and basis of presentation | NOTE 1 — Description of business and basis of presentation Description of business Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. We endeavor to deliver essential content, marketing solutions, and experiences for curated audiences, advertisers, consumers, and stakeholders by leveraging our diverse teams and suite of products to enrich the local communities and businesses we serve. Our current portfolio of trusted media brands includes the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."). Our digital marketing solutions brand, LocaliQ, uses innovation and software to enable small and medium-sized businesses ("SMBs") to grow, and USA TODAY NETWORK Ventures, our events division, creates impactful consumer engagements, promotions, and races. Through USA TODAY, our network of local properties, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage. We have strong relationships with hundreds of thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and digital marketing solutions product suite. Our strategy prioritizes maximizing the monetization of our audience through the growth of increasingly diverse and highly recurring digital businesses. We deliver value to our customers, advertisers, partners and shareholders with essential content, joyful experiences, and relevant digital solutions. The Company reports in three segments: Domestic Gannett Media, Newsquest and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting. Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the unaudited condensed consolidated financial statements as of June 30, 2024 include all the assets, liabilities, revenues, expenses, and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). In addition, in the opinion of management, the unaudited condensed consolidated financial statements as of June 30, 2024 reflect all necessary adjustments for a fair statement of the results for the interim period. All significant intercompany accounts and transactions have been eliminated in consolidation, and the Company consolidates its subsidiaries. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the unaudited condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of property, plant, and equipment and the mark to market of the conversion feature associated with the convertible debt. Reclassifications Certain reclassifications have been made to the prior year unaudited condensed consolidated financial statements to conform to classifications used in the current year. Beginning in the first quarter of 2024, the Company updated the presentation of its revenues to reflect the disaggregation between Digital revenues and Print and commercial revenues. These reclassifications had no impact on net income (loss), stockholders' equity or cash flows as previously reported. Recent accounting pronouncements not yet adopted Disclosure improvements In November 2023, the FASB issued guidance, ASU 2023-07, which will improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 applies to all public entities that are required to report segment information in accordance with ASC 280, "Segment Reporting." The Company will be required to report these enhanced segment disclosures starting in annual periods beginning after December 15, 2023 and requires retrospective application to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance will have a material impact on the condensed consolidated financial statements and disclosures. In November 2023, the FASB issued guidance, ASU 2023-09, which enhances annual income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the provisions of the updated guidance and assessing the impact on the condensed consolidated financial statements and disclosures. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 2 — Revenues Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's condensed consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by revenue type. Sales taxes and other usage-based taxes are excluded from revenues. The following tables present our revenues disaggregated by segment and revenue type: Three months ended June 30, 2024 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Intersegment eliminations Consolidated Digital advertising $ 70,922 $ 13,543 $ — $ — $ — $ 84,465 Digital marketing services 35,967 1,925 123,798 — (38,377) 123,313 Digital-only subscription 44,622 1,660 — — — 46,282 Digital other 20,444 2,616 — 1,258 — 24,318 Digital 171,955 19,744 123,798 1,258 (38,377) 278,378 Print advertising 119,000 19,904 — — — 138,904 Print circulation 146,690 16,633 — — — 163,323 Commercial and other (a) 54,264 4,971 — — — 59,235 Print and commercial 319,954 41,508 — — — 361,462 Total revenues (b) $ 491,909 $ 61,252 $ 123,798 $ 1,258 $ (38,377) $ 639,840 (a) For the three months ended June 30, 2024, included in Commercial and other revenues was Commercial printing and delivery revenues of $37.3 million and $2.6 million at the Domestic Gannett Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 11.1% of total revenues for the three months ended June 30, 2024. Three months ended June 30, 2023 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Intersegment eliminations Consolidated Digital advertising $ 69,175 $ 12,321 $ — $ — $ — $ 81,496 Digital marketing services 35,357 2,301 122,789 — (37,908) 122,539 Digital-only subscription 36,601 1,255 — — — 37,856 Digital other 15,898 2,641 — 1,673 — 20,212 Digital 157,031 18,518 122,789 1,673 (37,908) 262,103 Print advertising 131,311 17,964 — — — 149,275 Print circulation 178,264 17,492 — — — 195,756 Commercial and other (a) 61,588 3,635 — — — 65,223 Print and commercial 371,163 39,091 — — — 410,254 Total revenues (b) $ 528,194 $ 57,609 $ 122,789 $ 1,673 $ (37,908) $ 672,357 (a) For the three months ended June 30, 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $45.0 million and $1.9 million at the Domestic Gannett Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 10.0% of total revenues for the three months ended June 30, 2023. Six months ended June 30, 2024 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Intersegment eliminations Consolidated Digital advertising $ 141,863 $ 27,068 $ — $ — $ — $ 168,931 Digital marketing services 72,053 4,013 240,843 — (77,182) 239,727 Digital-only subscription 86,533 3,228 — — — 89,761 Digital other 39,241 5,355 — 2,862 — 47,458 Digital 339,690 39,664 240,843 2,862 (77,182) 545,877 Print advertising 234,619 38,961 — — — 273,580 Print circulation 302,936 33,710 — — — 336,646 Commercial and other (a) 110,383 9,115 — — — 119,498 Print and commercial 647,938 81,786 — — — 729,724 Total revenues (b) $ 987,628 $ 121,450 $ 240,843 $ 2,862 $ (77,182) $ 1,275,601 (a) For the six months ended June 30, 2024, included in Commercial and other revenues was Commercial printing and delivery revenues of $77.8 million and $5.1 million at the Domestic Gannett Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 11.1% of total revenues for the six months ended June 30, 2024. Six months ended June 30, 2023 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Intersegment eliminations Consolidated Digital advertising $ 136,849 $ 24,857 $ — $ — $ — $ 161,706 Digital marketing services 67,422 4,495 235,606 — (72,301) 235,222 Digital-only subscription 71,279 2,408 — — — 73,687 Digital other 30,789 5,106 — 3,071 — 38,966 Digital 306,339 36,866 235,606 3,071 (72,301) 509,581 Print advertising 259,488 37,741 — — — 297,229 Print circulation 366,767 34,443 — — — 401,210 Commercial and other (a) 125,537 7,717 — — — 133,254 Print and commercial 751,792 79,901 — — — 831,693 Total revenues (b) $ 1,058,131 $ 116,767 $ 235,606 $ 3,071 $ (72,301) $ 1,341,274 (a) For the six months ended June 30, 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $94.1 million and $3.9 million at the Domestic Gannett Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 10.1% of total revenues for the six months ended June 30, 2023. Deferred revenues The Company records deferred revenues when cash payments are received in advance of the Company's performance obligation. The Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service provided, which represents future delivery of publications (the performance obligation) to subscription customers. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next one The Company's payment terms vary by the type and location of the customer and the products or services offered. The period between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. The majority of our subscription customers are billed and pay on monthly terms. The following table presents the change in the deferred revenues balance: Six months ended June 30, In thousands 2024 2023 Beginning balance $ 120,502 $ 153,648 Receipts, net of refunds 544,626 546,494 Revenue recognized (552,869) (562,664) Ending balance $ 112,259 $ 137,478 |
Accounts receivable, net
Accounts receivable, net | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts receivable, net | NOTE 3 — Accounts receivable, net Receivables are presented net of allowances, which reflect the Company's expected credit losses based on historical experience as well as current and expected economic conditions. The following table presents changes in the allowance for doubtful accounts: Six months ended June 30, In thousands 2024 2023 Beginning balance $ 16,338 $ 16,697 Current period provision 1,619 3,305 Write-offs charged against the allowance (5,503) (8,993) Recoveries of amounts previously written-off 2,024 2,045 Other 36 116 Ending balance $ 14,514 $ 13,170 |
Goodwill and intangible assets
Goodwill and intangible assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | NOTE 4 — Goodwill and intangible assets Goodwill and intangible assets consisted of the following: June 30, 2024 December 31, 2023 In thousands Gross carrying amount Accumulated Net carrying Gross carrying amount Accumulated Net carrying Finite-lived intangible assets: Advertiser relationships $ 445,841 $ 257,536 $ 188,305 $ 446,609 $ 236,168 $ 210,441 Other customer relationships 100,980 61,573 39,407 101,819 56,601 45,218 Subscriber relationships 250,822 169,549 81,273 251,099 155,528 95,571 Other intangible assets 66,870 63,944 2,926 68,780 62,536 6,244 Sub-total $ 864,513 $ 552,602 $ 311,911 $ 868,307 $ 510,833 $ 357,474 Indefinite-lived intangible assets: Mastheads 166,786 166,876 Total intangible assets $ 478,697 $ 524,350 Goodwill $ 533,687 $ 533,876 The Company performs its annual goodwill and indefinite-lived intangible impairment assessments as of November 30. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under both ASC 350 "Intangibles - Goodwill and Other" ("ASC 350"), and ASC 360 "Property, Plant and Equipment" ("ASC 360"), which would require interim impairment testing. As of June 30, 2024, the Company performed a review of potential impairment indicators under both ASC 350 and ASC 360, and it was determined that no indicators of impairment were present. |
Integration and reorganization
Integration and reorganization costs, and asset impairments | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Integration and reorganization costs, and asset impairments | NOTE 5 — Integration and reorganization costs, and asset impairments Integration and reorganization costs Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations. These initiatives impact all the Company's operations and can be influenced by the terms of union contracts. Costs related to these programs, which primarily include severance and other reorganization-related expenses, are accrued when probable and reasonably estimable or at the time of program announcement. Severance-related expenses The Company recorded severance-related expenses by segment as follows: Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Domestic Gannett Media $ 4,116 $ 1,332 $ 8,193 $ 6,844 Newsquest 243 376 412 976 Digital Marketing Solutions 84 (48) 109 (28) Corporate and other (14) 891 969 5,012 Total $ 4,429 $ 2,551 $ 9,683 $ 12,804 A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets for the six months ended June 30, 2024 is as follows: In thousands Severance and Beginning balance $ 6,928 Restructuring provision included in integration and reorganization costs 9,683 Cash payments (8,041) Ending balance $ 8,570 Other reorganization-related expenses Other reorganization-related costs represent individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations. The Company recorded Other reorganization-related costs as follows: Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Domestic Gannett Media (a) $ 10,577 $ 602 $ 21,389 $ (861) Digital Marketing Solutions 803 — 803 — Corporate and other 3,966 4,134 5,781 7,471 Total $ 15,346 $ 4,736 $ 27,973 $ 6,610 (a) For the three and six months ended June 30, 2024 , Other reorganization-related costs at the Domestic Gannett Media segment primarily reflected a $9.9 million withdrawal liability which was expensed as a result of ceasing contributions to a multiemployer pension plan. In addition, for the six months ended June 30, 2024, Other reorganization-related costs at the Domestic Gannett Media segment also reflected $9.7 million expensed as of the cease-use date related to certain licensed content. For the six months ended June 30, 2023 , Other reorganization-related costs at the Domestic Gannett Media segment primarily reflected the reversal of a withdrawal liability related to a multiemployer pension plan of $2.0 million based on the settlement of the withdrawal liability. Asset impairments Corporate office relocation On March 1, 2024, we exited and ceased use of our leased facility in McLean, Virginia and moved our corporate headquarters to our existing office space in New York. We will continue to seek subleases for the leased facility in McLean. As a result of the headquarters relocation, we recorded an impairment charge of approximately $46.0 million during the six months ended June 30, 2024 related to the McLean operating lease right-of-use asset and the associated leasehold improvements. The fair value was measured using a discounted cash flow model based on market rents projected over the remaining lease term. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 6 — Debt The Company's debt consisted of the following: June 30, 2024 December 31, 2023 In millions Principal balance Unamortized original issue discount Unamortized deferred financing costs Carrying value Principal balance Unamortized original issue discount Unamortized deferred financing costs Carrying value Senior Secured Term Loan $ 326.1 $ (3.9) $ (0.9) $ 321.3 $ 350.4 $ (5.2) $ (1.1) $ 344.1 2026 Senior Notes 278.5 (4.6) (3.5) 270.4 291.6 (5.8) (4.6) 281.2 2027 Notes 485.3 (60.6) (1.3) 423.4 485.3 (67.8) (1.5) 416.0 2024 Notes — — — — 3.3 — — 3.3 Total debt $ 1,089.9 $ (69.1) $ (5.7) $ 1,015.1 $ 1,130.6 $ (78.8) $ (7.2) $ 1,044.6 Less: Current portion of long-term debt $ (60.5) $ — $ — $ (60.5) $ (63.8) $ — $ — $ (63.8) Non-current portion of long-term debt $ 1,029.4 $ (69.1) $ (5.7) $ 954.6 $ 1,066.8 $ (78.8) $ (7.2) $ 980.8 Senior Secured Term Loan On October 15, 2021, Gannett Holdings LLC ("Gannett Holdings"), a wholly-owned subsidiary of the Company, entered into the five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan") with Citibank N.A., as collateral agent and administrative agent for the lenders. On January 31, 2022, Gannett Holdings entered into an amendment (the "Term Loan Amendment") to the Senior Secured Term Loan to provide for new incremental senior secured term loans (the "Incremental Term Loans") in an aggregate principal amount of $50 million. The Incremental Term Loans have substantially identical terms as the Senior Secured Term Loan and are treated as a single tranche with the Senior Secured Term Loan. The Term Loan Amendment also amended the Senior Secured Term Loan to transition the interest rate base from the London Inter-bank Offered Rate ("LIBOR") to the Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"). During 2022, Gannett Holdings entered into two separate amendments to the Senior Secured Term Loan to provide for incremental senior secured term loans totaling an aggregate principal amount of $30.0 million (collectively, the "Exchanged Term Loans"). The Exchanged Term Loans have substantially identical terms as the Senior Secured Term Loan and Incremental Term Loans and are treated as a single tranche with the Senior Secured Term Loan and the Incremental Term Loans. The Senior Secured Term Loan bears interest at a per annum rate equal to the Adjusted Term SOFR (which shall not be less than 0.50% per annum) plus a margin equal to 5.00% or an alternate base rate (which shall not be less than 1.50% per annum) plus a margin equal to 4.00%. Loans under the Senior Secured Term Loan may be prepaid, at the option of Gannett Holdings, at any time without premium. In addition, we are required to repay the Senior Secured Term Loan from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness not permitted under the Senior Secured Term Loan, and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and its restricted subsidiaries in excess of $100 million at the end of each fiscal year of the Company. Subsequent to the amendment effective as of April 8, 2022, the Senior Secured Term Loan is amortized at $15.1 million per quarter (or, if the ratio of debt secured on an equal basis with the Senior Secured Term Loan less unrestricted cash of the Company and its restricted subsidiaries to Consolidated EBITDA (as such terms are defined in the Senior Secured Term Loan ) (such ratio, the "First Lien Net Leverage Ratio"), for the most recently ended period of four consecutive fiscal quarters is equal to or less than 1.20 to 1.00, $7.6 million per quarter). All obligations under the Senior Secured Term Loan are secured by all or substantially all of the assets of the Company and the wholly-owned domestic subsidiaries of the Company (the "Senior Secured Term Loan Guarantors"). The obligations of Gannett Holdings under the Senior Secured Term Loan are guaranteed on a senior secured basis by the Company and the Senior Secured Term Loan Guarantors. The Senior Secured Term Loan contains usual and customary covenants for credit facilities of this type, including a requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among other things, our ability to incur debt, grant liens, sell assets, make investments and pay dividends, in each case with customary exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.50 to 1.00, and (iii) an unlimited amount if First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of June 30, 2024, the Company was in compliance with all of the covenants and obligations under the Senior Secured Term Loan. As of June 30, 2024 and December 31, 2023, the Senior Secured Term Loan was recorded at carrying value, which approximated fair value, in the condensed consolidated balance sheets and was classified as Level 2. During the six months ended June 30, 2024, the Company received a waiver from certain lenders of the Senior Secured Term Loan that reduced the scheduled quarterly amortization payments payable to those lenders by approximately $12.0 million for the six months ended June 30, 2024 (the "2024 Waiver"), and which was the amount used by the Company to repurchase a portion of its 2026 Senior Notes (defined below). For the three and six months ended June 30, 2024, the Company made payments of $21.0 million and $24.3 million, respectively, on our Senior Secured Term Loan (net of the 2024 Waiver for the six months ended June 30, 2024), including quarterly amortization payments, which were classified as financing activities in the condensed consolidated statements of cash flows. For the three and six months ended June 30, 2024, the Company recognized interest expense of $9.0 million and $18.3 million, respectively, and paid cash interest of $9.0 million and $18.3 million, respectively. For the three and six months ended June 30, 2023, the Company recognized interest expense of $10.4 million and $20.7 million, respectively, and paid cash interest of $10.4 million and $20.8 million, respectively. For the three and six months ended June 30, 2024, the Company recognized amortization of original issue discount of $0.5 million and $1.1 million, respectively, and amortization of deferred financing costs of $0.1 million and $0.2 million, respectively. For the three and six months ended June 30, 2023, the Company recognized amortization of original issue discount of $0.7 million and $1.5 million, respectively, and amortization of deferred financing costs of $0.2 million and $0.3 million, respectively. Additionally, for both the three and six months ended June 30, 2024, the Company recognized losses on the early extinguishment of debt, which were immaterial, related to the write-off of original issue discount and deferred financing costs as a result of prepayments on the Senior Secured Term Loan. For the three months ended June 30, 2023, there was no gain or loss on the early extinguishment of debt, and for the six months ended June 30, 2023, the Company recognized losses on the early extinguishment of debt of $0.4 million related to the write-off of original issue discount and deferred financing costs as a result of prepayments on the Senior Secured Term Loan. As of June 30, 2024, the effective interest rate for the Senior Secured Term Loan was 11.2%. Senior Secured Notes due 2026 On October 15, 2021, Gannett Holdings completed a private offering of $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes"). The 2026 Senior Notes were issued pursuant to an indenture, dated October 15, 2021 (the "2026 Senior Notes Indenture") among Gannett Holdings, the Company, the guarantors from time to time party thereto (the "2026 Senior Notes Guarantors"), U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent, registrar, paying agent and authenticating agent. During 2022, the Company exchanged an aggregate principal amount equal to $30.0 million of the 2026 Senior Notes for $30.0 million of the Exchanged Term Loans. Interest on the 2026 Senior Notes is payable semi-annually in arrears, beginning on May 1, 2022. The 2026 Senior Notes mature on November 1, 2026, unless redeemed or repurchased earlier pursuant to the 2026 Senior Notes Indenture. The 2026 Senior Notes may be redeemed at the option of Gannett Holdings, in whole or in part, at any time and from time to time after November 1, 2023, at the redemption prices set forth in the 2026 Senior Notes Indenture. If certain changes of control with respect to Gannett Holdings or the Company occur, Gannett Holdings must offer to purchase the 2026 Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but excluding, the date of purchase. The 2026 Senior Notes are unconditionally guaranteed, jointly and severally, on a senior secured basis by the 2026 Senior Notes Guarantors. The 2026 Senior Notes and such guarantees are secured on a first-priority basis by the collateral, consisting of substantially all of the assets of Gannett Holdings and the 2026 Senior Notes Guarantors, subject to certain intercreditor arrangements. The 2026 Senior Notes Indenture limits the Company and its restricted subsidiaries' ability to, among other things, make investments, loans, advances, guarantees and acquisitions; incur or guarantee additional debt and issue certain disqualified equity interests and preferred stock; make certain restricted payments, including a limit on dividends on equity securities or payments to redeem, repurchase or retire equity securities or other indebtedness; dispose of assets; create liens on assets to secure debt; engage in transactions with affiliates; enter into certain restrictive agreements; and consolidate, merge, sell or otherwise dispose of all or substantially all of their or the 2026 Senior Notes Guarantor's assets. These covenants are subject to a number of limitations and exceptions. The 2026 Senior Notes Indenture also contains customary events of default. As of June 30, 2024 and December 31, 2023, the 2026 Senior Notes were recorded at carrying value in the condensed consolidated balance sheets, which approximated fair value. The 2026 Senior Notes were classified as Level 2, and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value of the 2026 Senior Notes was $265.3 million and $256.6 million as of June 30, 2024 and December 31, 2023, respectively, and was primarily affected by fluctuations in market interest rates. In March 2024, the Company entered into a privately negotiated agreement with certain holders of our 2026 Senior Notes, and for the six months ended June 30, 2024, repurchased $13.0 million of principal of our outstanding 2026 Senior Notes at a discount to par value. In connection with the repurchase of our 2026 Senior Notes in March 2024, the Company received the 2024 Waiver from certain lenders of the Senior Secured Term Loan, which was used to reduce the scheduled quarterly amortization payments payable to those lenders by approximately $12.0 million. As a result of this repurchase of our 2026 Senior Notes, the Company recognized a gain on the early extinguishment of debt of approximately $0.6 million during the six months ended June 30, 2024, which included the write-off of unamortized original issue discount and deferred financing costs. Additionally, for the six months ended June 30, 2023, the Company recognized a gain on the early extinguishment of debt of approximately $0.9 million, which included the write-off of unamortized original issue discount and deferred financing costs. The unamortized original issue discount and deferred financing costs will be amortized over the remaining contractual life of the 2026 Senior Notes using the effective interest method. For the three and six months ended June 30, 2024, the Company recognized interest expense of $4.2 million and $8.6 million, respectively, and paid cash interest of $8.4 million and $8.7 million, respectively. For the three and six months ended June 30, 2023, the Company recognized interest expense of $5.1 million and $10.1 million, respectively, and paid cash interest of $10.2 million and $10.3 million, respectively. For the three and six months ended June 30, 2024, the Company recognized amortization of original issue discount of $0.5 million and $1.0 million, respectively, and amortization of deferred financing costs of $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2023, the Company recognized amortization of original issue discount of $0.6 million and $1.2 million, respectively, and amortization of deferred financing costs of $0.5 million and $1.0 million, respectively. As of June 30, 2024, the effective interest rate on the 2026 Senior Notes was 7.3%. Senior Secured Convertible Notes due 2027 The $497.1 million in aggregate principal amount of 6.0% Senior Secured Convertible Notes due 2027 (the "2027 Notes") were issued pursuant to an Indenture dated as of November 17, 2020, as amended by the First Supplemental Indenture dated as of December 21, 2020 and the Second Supplemental Indenture dated as of February 9, 2021 (collectively, the "2027 Notes Indenture"), between the Company and U.S. Bank National Association, as trustee. In connection with the issuance of the 2027 Notes, the Company entered into an Investor Agreement (the "Investor Agreement") with the holders of the 2027 Notes (the "Holders") establishing certain terms and conditions concerning the rights and restrictions on the Holders with respect to the Holders' ownership of the 2027 Notes. The Company also entered into an amendment to the Registration Rights Agreement dated November 19, 2019, between the Company and FIG LLC. Interest on the 2027 Notes is payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be converted at any time by the holders into cash, shares of the Company's common stock, par value $0.01 per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial conversion rate is 200 shares of Common Stock per $1,000 principal amount of the 2027 Notes, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price"). The conversion rate is subject to customary adjustment provisions as provided in the 2027 Notes Indenture. In addition, the conversion rate will be subject to adjustment in the event of any issuance or sale of Common Stock (or securities convertible into Common Stock) at a price equal to or less than the Conversion Price in order to ensure that following such issuance or sale, the 2027 Notes would be convertible into approximately 42% (adjusted for repurchases and certain other events that reduce the outstanding amount of the 2027 Notes) of the Common Stock after giving effect to such issuance or sale (assuming the initial principal amount of the 2027 Notes remains outstanding). After giving effect to the repurchase of $11.8 million in aggregate principal amount of outstanding 2027 Notes during the year ended December 31, 2021, such percentage was approximately 41%. Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the 2027 Notes Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. If a "Fundamental Change" (as defined in the 2027 Notes Indenture) occurs, the Company will be required to offer to repurchase the 2027 Notes at a repurchase price of 110% of the principal amount thereof. Holders of the 2027 Notes will have the right to put up to approximately $100 million of the 2027 Notes at par on or after the date that is 91 days after the maturity date of the Senior Secured Term Loan. Under the 2027 Notes Indenture, the Company can only pay cash dividends up to an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such terms are defined in the 2027 Notes Indenture) does not exceed a specified ratio. In addition, the 2027 Notes Indenture provides that, at any time that the Company's Total Gross Leverage Ratio (as defined in the 2027 Notes Indenture) exceeds 1.5 and the Company approves the declaration of a dividend, the Company must offer to purchase a principal amount of 2027 Notes equal to the proposed amount of the dividend. Until the four-year anniversary of the issuance date, the Company will have the right to redeem for cash up to approximately $99.4 million of the 2027 Notes at a redemption price of 130% of the principal amount thereof, with such amount reduced ratably by any principal amount of 2027 Notes that has been converted by the holders or redeemed or purchased by the Company. The 2027 Notes are guaranteed by Gannett Holdings and any subsidiaries of the Company that guarantee the Senior Secured Term Loan. The 2027 Notes are secured by the same collateral that secures the Senior Secured Term Loan. The 2027 Notes rank as senior secured debt of the Company and are secured by a second priority lien on the same collateral package that secured the indebtedness incurred in connection with the Senior Secured Term Loan. The 2027 Notes Indenture includes affirmative and negative covenants, including limitations on liens, indebtedness, dispositions, loans, advances and investors, sale and leaseback transactions, restricted payments, transactions with affiliates, restrictions on dividends and other payment restrictions affecting restricted subsidiaries, negative pledges, and modifications to certain agreements. The 2027 Notes Indenture also requires that the Company maintain, as of the last day of each fiscal quarter, at least $30.0 million of Qualified Cash (as defined in the 2027 Notes Indenture). The 2027 Notes Indenture includes customary events of default. The 2027 Notes have two components: (i) a debt component, and (ii) an equity component. As of June 30, 2024 and December 31, 2023, the debt component of the 2027 Notes was recorded at carrying value in the condensed consolidated balance sheets. The carrying value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed at inception. As of June 30, 2024, the carrying value of the 2027 Notes did not approximate fair value. The 2027 Notes were classified as Level 2, and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value of the 2027 Notes was $521.9 million and $395.6 million as of June 30, 2024 and December 31, 2023, respectively, and was primarily affected by fluctuations in market interest rates and the price of the Company's Common Stock. The fair value of the equity component was classified as Level 3 because it was measured at fair value using a binomial lattice model using assumptions based on market information and historical data, and significant unobservable inputs. As of June 30, 2024 and December 31, 2023, the amount of the conversion feature recorded in Additional paid-in capital was $279.6 million. For the three and six months ended June 30, 2024, the Company recognized interest expense of $7.3 million and $14.5 million, respectively, and paid cash interest of $14.6 million for both the three and six months ended June 30, 2024. For the three and six months ended June 30, 2023, the Company recognized interest expense of $7.3 million and $14.5 million, respectively, and paid cash interest of $14.6 million for both the three and six months ended June 30, 2023. In addition, during the three and six months ended June 30, 2024, the Company recognized amortization of the original issue discount of $3.6 million and $7.2 million, respectively, and an immaterial amount of amortization of deferred financing costs. For the three and six months ended June 30, 2023, the Company recognized amortization of original issue discount of $3.3 million and $6.5 million, respectively, and an immaterial amount of amortization of deferred financing costs. As of June 30, 2024, the effective interest rate on the liability component of the 2027 Notes was 10.5%. For the six months ended June 30, 2024, no shares were issued upon conversion, exercise, or satisfaction of the required conditions. Refer to Note 10 — Supplemental equity and other information for details on the impact of the 2027 Notes to diluted earnings per share under the if-converted method. Senior Convertible Notes due 2024 The $3.3 million principal value of the remaining 4.75% convertible senior notes was repaid on April 15, 2024 (the "2024 |
Pensions and other postretireme
Pensions and other postretirement benefit plans | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Pensions and other postretirement benefit plans | NOTE 7 — Pensions and other postretirement benefit plans We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under collective bargaining agreements. Our retirement plans include the Gannett Retirement Plan (the "GR Plan"), the Newsquest and Romanes Pension Schemes in the U.K., and other defined benefit and defined contribution plans. We also provide health care and life insurance benefits to certain retired employees who meet age and service requirements. Retirement plan costs include the following components: Pension benefits Postretirement benefits Three months ended June 30, Three months ended June 30, In thousands 2024 2023 2024 2023 Operating expenses: Service cost - benefits earned during the period $ 289 $ 346 $ 8 $ 10 Non-operating expenses: Interest cost on benefit obligations 20,276 20,894 530 632 Expected return on plan assets (24,050) (23,814) — — Amortization of prior service cost (benefit) 17 17 (142) — Amortization of actuarial cost (benefit) 710 544 (478) (536) Total non-operating (benefit) expense $ (3,047) $ (2,359) $ (90) $ 96 Total (benefit) expense for retirement plans $ (2,758) $ (2,013) $ (82) $ 106 Pension benefits Postretirement benefits Six months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Operating expenses: Service cost - benefits earned during the period $ 578 $ 670 $ 17 $ 20 Non-operating expenses: Interest cost on benefit obligations 40,591 42,095 1,060 1,264 Expected return on plan assets (48,153) (47,482) — — Amortization of prior service cost (benefit) 34 33 (284) — Amortization of actuarial cost (benefit) 1,425 1,084 (956) (1,072) Total non-operating (benefit) expense $ (6,103) $ (4,270) $ (180) $ 192 Total (benefit) expense for retirement plans $ (5,525) $ (3,600) $ (163) $ 212 Contributions We are contractually obligated to contribute to our pension and postretirement benefit plans. During the six months ended June 30, 2024, we contributed $7.0 million and $2.7 million to our pension and other postretirement plans, respectively. Beginning with the quarter ended December 31, 2022, and ending with the quarter ending September 30, 2024, the GR Plan's appointed actuary has and will certify the GR Plan's funded status for each quarter (the "Quarterly Certification") in accordance with U.S. GAAP. If the GR Plan is less than 100% funded, the Company will make a $1.0 million contribution to the GR Plan no later than 60 days following the receipt of the Quarterly Certification, provided, however, that the Company's obligation to make additional contractual contributions will terminate the earlier of (a) the day following the date that a contractual contribution would be due for the quarter ending September 30, 2024, and (b) the date the Company has made a total of $5.0 million of contractual contributions subsequent to June 30, 2022. As of June 30, 2024, the GR Plan was more than 100% funded. |
Fair value measurement
Fair value measurement | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | NOTE 8 — Fair value measurement In accordance with ASC 820, "Fair Value Measurement," fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. As of June 30, 2024 and December 31, 2023, assets and liabilities recorded at fair value and measured on a recurring basis primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair value hierarchy. The Company's debt is recorded on the condensed consolidated balance sheets at carrying value. Refer to Note 6 — Debt for additional discussion regarding fair value of the Company's debt instruments. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Assets held for sale (Level 3), which are recorded in Other current assets on the condensed consolidated balance sheets, are measured on a nonrecurring basis and are evaluated using executed purchase agreements, letters of intent or third-party valuation analyses when certain circumstances arise. The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the fourth quarter of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Refer to Note 4 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income taxes | NOTE 9 — Income taxes The following table outlines our pre-tax net loss and income tax amounts: Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Loss before income taxes $ (13,086) $ (11,357) $ (87,776) $ (18,426) (Benefit) provision for income taxes (26,803) 1,333 (16,725) (15,996) Effective tax rate 204.8 % (11.7) % 19.1 % 86.8 % The (benefit) provision for income taxes is calculated by applying the projected annual effective tax rate for the year to the current period income or loss before tax plus the tax effect of any significant or unusual items (discrete events), and changes in tax laws. The benefit for income taxes for the three months ended June 30, 2024, was mainly driven by the release of uncertain tax position reserves related to an Internal Revenue Service ("IRS") audit in the second quarter of 2024, the release of foreign valuation allowances and the pre-tax book loss. The benefit was calculated using an estimated annual effective tax rate of negative 6.2%. The estimated annual effective tax rate before discrete items is principally impacted by valuation allowances on non-deductible interest expense carryforwards, the global intangible low-taxed income inclusion, and foreign tax expense, partially offset by the benefit of U.S. pre-tax book loss. The estimated annual effective tax rate is based on the projected tax expense for the full year. The benefit for income taxes for the six months ended June 30, 2024, was mainly driven by the release of uncertain tax position reserves related to an IRS audit in the second quarter of 2024, the release of foreign valuation allowances and the pre-tax book loss. The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $42.1 million and $52.6 million as of June 30, 2024 and December 31, 2023, respectively. The Company recognizes interest and penalties related to unrecognized tax benefit as a component of income tax expense. During the three and six months ended June 30, 2024, the Company released approximately $11.1 million of the uncertain tax position reserves and approximately $4.7 million of interest and penalties related to an IRS audit in the second quarter of 2024. As of June 30, 2024 and December 31, 2023, the amount of accrued interest and penalties payable related to unrecognized tax benefits was $0.1 million and $4.6 million, respectively. The provision for income taxes for the three months ended June 30, 2023, was mainly driven by a decrease in the estimated annual effective tax rate applied to the full year resulting from an increase in the net income before tax projections used in the second quarter of 2023, the change in valuation allowances on non-deductible U.S. interest expense carryforwards, and the global intangible low-taxed income inclusion. The provision was calculated using an estimated annual effective tax rate of 110.0%. |
Supplemental equity and other i
Supplemental equity and other information | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Supplemental equity and other information | NOTE 10 — Supplemental equity and other information Income (loss) per share The following table sets forth the information to compute basic and diluted income (loss) per share: Three months ended June 30, Six months ended June 30, In thousands, except per share data 2024 2023 2024 2023 Net income (loss) attributable to Gannett $ 13,748 $ (12,677) $ (71,020) $ (2,333) Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes 8,266 — — — Net income (loss) attributable to Gannett for diluted earnings per share $ 22,014 $ (12,677) $ (71,020) $ (2,333) Basic weighted average shares outstanding 142,827 139,805 141,809 138,873 Effect of dilutive securities: Restricted stock grants (a) 1,596 — — — 2027 Notes 97,057 — — — Diluted weighted average shares outstanding 241,480 139,805 141,809 138,873 Income (loss) per share attributable to Gannett - basic $ 0.10 $ (0.09) $ (0.50) $ (0.02) Income (loss) per share attributable to Gannett - diluted $ 0.09 $ (0.09) $ (0.50) $ (0.02) (a) Includes restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance stock units ("PSUs"). The Company excluded the following securities from the computation of diluted income (loss) per share because their effect would have been antidilutive: Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Warrants (a) — 845 — 845 Stock options 6,068 6,068 6,068 6,068 Restricted stock grants (b) 1,258 8,937 4,651 8,937 2027 Notes (c) — 97,057 97,057 97,057 (a) The warrants expired on November 26, 2023. (b) Includes RSAs, RSUs and PSUs. (c) Represents the total number of shares that would be convertible for the six months ended June 30, 2024 and the three and six months ended June 30, 2023 as stipulated in the 2027 Notes Indenture. The 2027 Notes may be converted at any time by the holders into cash, shares of the Company's Common Stock or any combination of cash and Common Stock, at the Company's election. Conversion of all of the 2027 Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 287.2 million shares of Common Stock. The Company has excluded approximately 190.1 million shares from the loss per share calculation, representing the difference between the total number of shares that would be convertible at June 30, 2024 and the total number of shares issuable assuming the maximum increase in the conversion rate. Share-based compensation Share-based compensation expense was $3.5 million and $6.3 million for the three and six months ended June 30, 2024, respectively, and $5.0 million and $8.8 million for the three and six months ended June 30, 2023, respectively, and is included in Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). The total compensation cost not yet recognized related to non-vested awards as of June 30, 2024 was $10.2 million, and is expected to be recognized over a weighted-average period of 1.2 years through September 2025. Equity awards There were approximately 0.3 million RSAs granted during the three and six months ended June 30, 2024. Cash awards The Company grants certain employees either long-term cash awards ("LTCAs") or cash performance units ("CPUs"). During 2023, our LTCAs and CPUs were granted during the first quarter, and in the future we anticipate the majority of our LTCAs and CPUs to be granted in the third quarter of our fiscal year. CPUs generally vest and pay out in cash on the third anniversary of the grant date based upon the achievement of threshold goals depending on actual performance against financial objectives over a three-year period. LTCAs generally vest and pay out in cash on the first, second and third anniversaries of the date of grant. As of June 30, 2024, there was approximately $7.5 million of unrecognized compensation expense related to cash awards. Preferred stock The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the Company's Board of Directors. There were no issuances of preferred stock during the six months ended June 30, 2024. Stock repurchase program On February 1, 2022, the Company's Board of Directors authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of the Company's Common Stock. Repurchases may be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. The amount and timing of the purchases, if any, will depend on a number of factors, including, but not limited to, the price and availability of the Company's shares, trading volume, capital availability, Company performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time. Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief. During the six months ended June 30, 2024, the Company did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of June 30, 2024, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. Accumulated other comprehensive loss The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax: Six months ended June 30, 2024 Six months ended June 30, 2023 In thousands Pension and postretirement benefit plans Foreign currency translation Total Pension and postretirement benefit plans Foreign currency translation Total Beginning balance $ (64,344) $ (1,197) $ (65,541) $ (86,351) $ (14,880) $ (101,231) Other comprehensive income (loss) before reclassifications, net of taxes 516 (912) (396) 15,342 12,164 27,506 Amounts reclassified from accumulated other comprehensive income (a)(b) 151 — 151 31 — 31 Net current period other comprehensive income (loss), net of tax 667 (912) (245) 15,373 12,164 27,537 Ending balance $ (63,677) $ (2,109) $ (65,786) $ (70,978) $ (2,716) $ (73,694) (a) Amounts reclassified from accumulated other comprehensive income are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans. (b) Amounts reclassified from accumulated other comprehensive income are recorded net of tax impacts of $68 thousand and $14 thousand for the six months ended June 30, 2024 and 2023, respectively. |
Commitments, contingencies and
Commitments, contingencies and other matters | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, contingencies and other matters | NOTE 11 — Commitments, contingencies, and other matters Legal proceedings The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business, including, but not limited to, matters such as libel, invasion of privacy, intellectual property infringement, wrongful termination actions, complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental, and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material adverse effect on the Company's consolidated results of operations or financial position. We are also defendants in judicial and administrative proceedings involving matters incidental to our business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not expect 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. On June 20, 2023, the Company filed a civil action against Google LLC and Alphabet Inc. (together, "Google") in the U.S. District Court in the Southern District of New York seeking injunctive relief and damages for the anticompetitive monopolization of advertising technology markets and for deceptive commercial practices. The Company's complaint details more than a dozen anticompetitive and deceptive acts that the Company believes demonstrate Google's unfair control and manipulation of all sides of each online advertising transaction. The Company intends to vigorously pursue this action. However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods, if and when the contingency is resolved, in accordance with ASC 450 "Contingencies." We do not expect pursuing this lawsuit to be a significant cost to us; however, the Company has and plans to continue to engage certain experts to participate in this matter. The cost of those experts will be expensed as incurred and is not expected to be material. The Company was a defendant in a lawsuit titled Scott O. Sapulpa ("Plaintiff") v. Gannett Co., Inc. in the District Court in the State of Oklahoma. In February 2024, a jury found for the Plaintiff and awarded compensatory damages of $5 million and $20 million in punitive damages. While we cannot predict with certainty the ultimate outcome of this action, the Company filed an appeal of the case in March 2024. We are currently unable to estimate a range of reasonably possible loss; however, we believe that damages, if any, would be covered by the Company's insurance policies. As a result, we believe the outcome will not have a material impact on the Company's condensed consolidated financial statements. |
Segment reporting
Segment reporting | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment reporting | NOTE 12 — Segment reporting We define our reportable segments based on the way the Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, manages the operations for purposes of allocating resources and assessing performance. Our reportable segments include the following: • Domestic Gannett Media is comprised of our portfolio of domestic local, regional, and national newspaper publishers. The results of this segment include Digital revenues mainly derived from digital advertising offerings such as classified advertisements and display advertisements run on our platforms as well as third-party sites, digital marketing services delivered by our DMS segment, digital distribution of our publications and digital content syndication and affiliate and partnership revenues and Print and commercial revenues mainly derived from the sale of local, national, and classified print advertising products, the sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements, and revenues from our events business. • Newsquest is comprised of our portfolio of international newspaper publishers. The results of this segment include Digital revenues mainly derived from digital advertising offerings such as classified advertisements and display advertisements run on our platforms as well as third-party sites, digital marketing services delivered by our DMS segment, digital distribution of our publications and digital syndication revenues and Print and commercial revenues mainly derived from the sale of local, classified, and national advertising as well as niche publications, the sale of both home delivery and single copies of our publications, as well as commercial printing. • Digital Marketing Solutions is comprised of our digital marketing services companies under the brand LocaliQ. The results of this segment include Digital revenues derived from digital marketing services generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions. In addition to the reportable segments above, we have a Corporate and other category that includes activities not directly attributable to a specific reportable segment. This category primarily consists of broad corporate functions, including legal, human resources, accounting, analytics, finance, marketing and technology, 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 measures used by other companies. We define Adjusted EBITDA as Net income (loss) attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Third-party debt expenses and acquisition costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, (13) Other non-operating (income) expense, net, and (14) Non-recurring items. Management considers Adjusted EBITDA to be an important 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 that we do not believe are indicative of each segment's core operating performance. Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Revenues: Domestic Gannett Media $ 491,909 $ 528,194 $ 987,628 $ 1,058,131 Newsquest 61,252 57,609 121,450 116,767 Digital Marketing Solutions 123,798 122,789 240,843 235,606 Corporate and other 1,258 1,673 2,862 3,071 Intersegment Eliminations (38,377) (37,908) (77,182) (72,301) Total revenues 639,840 672,357 1,275,601 1,341,274 Adjusted EBITDA: Domestic Gannett Media 52,929 53,377 97,409 97,794 Newsquest 14,138 12,442 28,301 25,288 Digital Marketing Solutions 11,773 15,470 20,552 27,153 Corporate and other (4,278) (10,138) (14,111) (16,182) Net loss attributable to noncontrolling interests 31 13 31 97 Interest expense 26,270 28,559 52,835 56,889 Loss (gain) on early extinguishment of debt 87 — (530) (496) Non-operating pension income (3,137) (2,263) (6,283) (4,078) Depreciation and amortization 38,258 39,784 76,556 83,482 Integration and reorganization costs 19,775 7,287 37,656 19,414 Third-party debt expenses and acquisition costs (a) 248 229 426 458 Asset impairments — 1,177 45,989 1,182 Loss (gain) on sale or disposal of assets, net 236 146 788 (17,535) Share-based compensation expense 3,512 5,047 6,338 8,783 Other non-operating (income) expense, net (2,609) (807) (792) 414 Non-recurring items 4,977 3,336 6,913 3,869 Loss before income taxes (13,086) (11,357) (87,776) (18,426) (Benefit) provision for income taxes (26,803) 1,333 (16,725) (15,996) Net income (loss) 13,717 (12,690) (71,051) (2,430) Net loss attributable to noncontrolling interests (31) (13) (31) (97) Net income (loss) attributable to Gannett $ 13,748 $ (12,677) $ (71,020) $ (2,333) (a) Third-party debt expenses and acquisition costs are included in Other operating expenses on the condensed consolidated statements of operations and comprehensive income (loss) . Asset information by segment is not a key measure of performance used by the CODM function. Accordingly, we have not disclosed asset information by segment. Additionally, equity income in unconsolidated investees, net, interest expense, other non-operating items, net, and provision for income taxes, as reported in the condensed consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level. |
Other supplemental information
Other supplemental information | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other supplemental information | NOTE 13 — Other supplemental information Cash and cash equivalents, including restricted cash Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less. Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions for insurance. The following table presents a reconciliation of cash, cash equivalents and restricted cash: June 30, In thousands 2024 2023 Cash and cash equivalents $ 98,886 $ 106,633 Restricted cash included in other current assets 242 998 Restricted cash included in pension and other assets 9,666 10,502 Total cash, cash equivalents and restricted cash $ 108,794 $ 118,133 Supplemental cash flow information The following table presents supplemental cash flow information, including non-cash investing and financing activities: Six months ended June 30, In thousands 2024 2023 Cash paid for taxes, net of refunds $ 4,781 $ 3,502 Cash paid for interest 41,655 45,702 Non-cash investing and financing activities: Accrued capital expenditures $ 13,516 $ 1,802 Accounts payable and accrued liabilities A breakout of Accounts payable and accrued liabilities is presented below: In thousands June 30, 2024 December 31, 2023 Accounts payable $ 154,353 $ 142,215 Compensation 67,196 82,160 Taxes (primarily property, sales, and payroll taxes) 10,198 9,990 Benefits 19,862 19,422 Interest 5,362 5,617 Other 47,911 34,040 Accounts payable and accrued liabilities $ 304,882 $ 293,444 |
Description of business and b_2
Description of business and basis of presentation (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
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 materially from those estimates. Significant estimates inherent in the preparation of the unaudited condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year unaudited condensed consolidated financial statements to conform to classifications used in the current year. Beginning in the first quarter of 2024, the Company updated the presentation of its revenues to reflect the disaggregation between Digital revenues and Print and commercial revenues. These reclassifications had no impact on net income (loss), stockholders' equity or cash flows as previously reported. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted Disclosure improvements In November 2023, the FASB issued guidance, ASU 2023-07, which will improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 applies to all public entities that are required to report segment information in accordance with ASC 280, "Segment Reporting." The Company will be required to report these enhanced segment disclosures starting in annual periods beginning after December 15, 2023 and requires retrospective application to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance will have a material impact on the condensed consolidated financial statements and disclosures. In November 2023, the FASB issued guidance, ASU 2023-09, which enhances annual income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the provisions of the updated guidance and assessing the impact on the condensed consolidated financial statements and disclosures. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present our revenues disaggregated by segment and revenue type: Three months ended June 30, 2024 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Intersegment eliminations Consolidated Digital advertising $ 70,922 $ 13,543 $ — $ — $ — $ 84,465 Digital marketing services 35,967 1,925 123,798 — (38,377) 123,313 Digital-only subscription 44,622 1,660 — — — 46,282 Digital other 20,444 2,616 — 1,258 — 24,318 Digital 171,955 19,744 123,798 1,258 (38,377) 278,378 Print advertising 119,000 19,904 — — — 138,904 Print circulation 146,690 16,633 — — — 163,323 Commercial and other (a) 54,264 4,971 — — — 59,235 Print and commercial 319,954 41,508 — — — 361,462 Total revenues (b) $ 491,909 $ 61,252 $ 123,798 $ 1,258 $ (38,377) $ 639,840 (a) For the three months ended June 30, 2024, included in Commercial and other revenues was Commercial printing and delivery revenues of $37.3 million and $2.6 million at the Domestic Gannett Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 11.1% of total revenues for the three months ended June 30, 2024. Three months ended June 30, 2023 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Intersegment eliminations Consolidated Digital advertising $ 69,175 $ 12,321 $ — $ — $ — $ 81,496 Digital marketing services 35,357 2,301 122,789 — (37,908) 122,539 Digital-only subscription 36,601 1,255 — — — 37,856 Digital other 15,898 2,641 — 1,673 — 20,212 Digital 157,031 18,518 122,789 1,673 (37,908) 262,103 Print advertising 131,311 17,964 — — — 149,275 Print circulation 178,264 17,492 — — — 195,756 Commercial and other (a) 61,588 3,635 — — — 65,223 Print and commercial 371,163 39,091 — — — 410,254 Total revenues (b) $ 528,194 $ 57,609 $ 122,789 $ 1,673 $ (37,908) $ 672,357 (a) For the three months ended June 30, 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $45.0 million and $1.9 million at the Domestic Gannett Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 10.0% of total revenues for the three months ended June 30, 2023. Six months ended June 30, 2024 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Intersegment eliminations Consolidated Digital advertising $ 141,863 $ 27,068 $ — $ — $ — $ 168,931 Digital marketing services 72,053 4,013 240,843 — (77,182) 239,727 Digital-only subscription 86,533 3,228 — — — 89,761 Digital other 39,241 5,355 — 2,862 — 47,458 Digital 339,690 39,664 240,843 2,862 (77,182) 545,877 Print advertising 234,619 38,961 — — — 273,580 Print circulation 302,936 33,710 — — — 336,646 Commercial and other (a) 110,383 9,115 — — — 119,498 Print and commercial 647,938 81,786 — — — 729,724 Total revenues (b) $ 987,628 $ 121,450 $ 240,843 $ 2,862 $ (77,182) $ 1,275,601 (a) For the six months ended June 30, 2024, included in Commercial and other revenues was Commercial printing and delivery revenues of $77.8 million and $5.1 million at the Domestic Gannett Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 11.1% of total revenues for the six months ended June 30, 2024. Six months ended June 30, 2023 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Intersegment eliminations Consolidated Digital advertising $ 136,849 $ 24,857 $ — $ — $ — $ 161,706 Digital marketing services 67,422 4,495 235,606 — (72,301) 235,222 Digital-only subscription 71,279 2,408 — — — 73,687 Digital other 30,789 5,106 — 3,071 — 38,966 Digital 306,339 36,866 235,606 3,071 (72,301) 509,581 Print advertising 259,488 37,741 — — — 297,229 Print circulation 366,767 34,443 — — — 401,210 Commercial and other (a) 125,537 7,717 — — — 133,254 Print and commercial 751,792 79,901 — — — 831,693 Total revenues (b) $ 1,058,131 $ 116,767 $ 235,606 $ 3,071 $ (72,301) $ 1,341,274 (a) For the six months ended June 30, 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $94.1 million and $3.9 million at the Domestic Gannett Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 10.1% of total revenues for the six months ended June 30, 2023. |
Schedule of Deferred Revenue | The following table presents the change in the deferred revenues balance: Six months ended June 30, In thousands 2024 2023 Beginning balance $ 120,502 $ 153,648 Receipts, net of refunds 544,626 546,494 Revenue recognized (552,869) (562,664) Ending balance $ 112,259 $ 137,478 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The following table presents changes in the allowance for doubtful accounts: Six months ended June 30, In thousands 2024 2023 Beginning balance $ 16,338 $ 16,697 Current period provision 1,619 3,305 Write-offs charged against the allowance (5,503) (8,993) Recoveries of amounts previously written-off 2,024 2,045 Other 36 116 Ending balance $ 14,514 $ 13,170 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Goodwill and intangible assets consisted of the following: June 30, 2024 December 31, 2023 In thousands Gross carrying amount Accumulated Net carrying Gross carrying amount Accumulated Net carrying Finite-lived intangible assets: Advertiser relationships $ 445,841 $ 257,536 $ 188,305 $ 446,609 $ 236,168 $ 210,441 Other customer relationships 100,980 61,573 39,407 101,819 56,601 45,218 Subscriber relationships 250,822 169,549 81,273 251,099 155,528 95,571 Other intangible assets 66,870 63,944 2,926 68,780 62,536 6,244 Sub-total $ 864,513 $ 552,602 $ 311,911 $ 868,307 $ 510,833 $ 357,474 Indefinite-lived intangible assets: Mastheads 166,786 166,876 Total intangible assets $ 478,697 $ 524,350 Goodwill $ 533,687 $ 533,876 |
Integration and reorganizatio_2
Integration and reorganization costs, and asset impairments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The Company recorded severance-related expenses by segment as follows: Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Domestic Gannett Media $ 4,116 $ 1,332 $ 8,193 $ 6,844 Newsquest 243 376 412 976 Digital Marketing Solutions 84 (48) 109 (28) Corporate and other (14) 891 969 5,012 Total $ 4,429 $ 2,551 $ 9,683 $ 12,804 A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets for the six months ended June 30, 2024 is as follows: In thousands Severance and Beginning balance $ 6,928 Restructuring provision included in integration and reorganization costs 9,683 Cash payments (8,041) Ending balance $ 8,570 |
Schedule of Facility Consolidation and Other Restructuring Expenses | The Company recorded Other reorganization-related costs as follows: Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Domestic Gannett Media (a) $ 10,577 $ 602 $ 21,389 $ (861) Digital Marketing Solutions 803 — 803 — Corporate and other 3,966 4,134 5,781 7,471 Total $ 15,346 $ 4,736 $ 27,973 $ 6,610 (a) For the three and six months ended June 30, 2024 , Other reorganization-related costs at the Domestic Gannett Media segment primarily reflected a $9.9 million withdrawal liability which was expensed as a result of ceasing contributions to a multiemployer pension plan. In addition, for the six months ended June 30, 2024, Other reorganization-related costs at the Domestic Gannett Media segment also reflected $9.7 million expensed as of the cease-use date related to certain licensed content. For the six months ended June 30, 2023 , Other reorganization-related costs at the Domestic Gannett Media segment primarily reflected the reversal of a withdrawal liability related to a multiemployer pension plan of $2.0 million based on the settlement of the withdrawal liability. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt consisted of the following: June 30, 2024 December 31, 2023 In millions Principal balance Unamortized original issue discount Unamortized deferred financing costs Carrying value Principal balance Unamortized original issue discount Unamortized deferred financing costs Carrying value Senior Secured Term Loan $ 326.1 $ (3.9) $ (0.9) $ 321.3 $ 350.4 $ (5.2) $ (1.1) $ 344.1 2026 Senior Notes 278.5 (4.6) (3.5) 270.4 291.6 (5.8) (4.6) 281.2 2027 Notes 485.3 (60.6) (1.3) 423.4 485.3 (67.8) (1.5) 416.0 2024 Notes — — — — 3.3 — — 3.3 Total debt $ 1,089.9 $ (69.1) $ (5.7) $ 1,015.1 $ 1,130.6 $ (78.8) $ (7.2) $ 1,044.6 Less: Current portion of long-term debt $ (60.5) $ — $ — $ (60.5) $ (63.8) $ — $ — $ (63.8) Non-current portion of long-term debt $ 1,029.4 $ (69.1) $ (5.7) $ 954.6 $ 1,066.8 $ (78.8) $ (7.2) $ 980.8 |
Pensions and other postretire_2
Pensions and other postretirement benefit plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Retirement Plan Costs | Retirement plan costs include the following components: Pension benefits Postretirement benefits Three months ended June 30, Three months ended June 30, In thousands 2024 2023 2024 2023 Operating expenses: Service cost - benefits earned during the period $ 289 $ 346 $ 8 $ 10 Non-operating expenses: Interest cost on benefit obligations 20,276 20,894 530 632 Expected return on plan assets (24,050) (23,814) — — Amortization of prior service cost (benefit) 17 17 (142) — Amortization of actuarial cost (benefit) 710 544 (478) (536) Total non-operating (benefit) expense $ (3,047) $ (2,359) $ (90) $ 96 Total (benefit) expense for retirement plans $ (2,758) $ (2,013) $ (82) $ 106 Pension benefits Postretirement benefits Six months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Operating expenses: Service cost - benefits earned during the period $ 578 $ 670 $ 17 $ 20 Non-operating expenses: Interest cost on benefit obligations 40,591 42,095 1,060 1,264 Expected return on plan assets (48,153) (47,482) — — Amortization of prior service cost (benefit) 34 33 (284) — Amortization of actuarial cost (benefit) 1,425 1,084 (956) (1,072) Total non-operating (benefit) expense $ (6,103) $ (4,270) $ (180) $ 192 Total (benefit) expense for retirement plans $ (5,525) $ (3,600) $ (163) $ 212 |
Income taxes (Tables)
Income taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Pre-tax Net Loss and Income Tax | The following table outlines our pre-tax net loss and income tax amounts: Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Loss before income taxes $ (13,086) $ (11,357) $ (87,776) $ (18,426) (Benefit) provision for income taxes (26,803) 1,333 (16,725) (15,996) Effective tax rate 204.8 % (11.7) % 19.1 % 86.8 % |
Supplemental equity and other_2
Supplemental equity and other information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Basic and Diluted Income (Loss) per Share) | The following table sets forth the information to compute basic and diluted income (loss) per share: Three months ended June 30, Six months ended June 30, In thousands, except per share data 2024 2023 2024 2023 Net income (loss) attributable to Gannett $ 13,748 $ (12,677) $ (71,020) $ (2,333) Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes 8,266 — — — Net income (loss) attributable to Gannett for diluted earnings per share $ 22,014 $ (12,677) $ (71,020) $ (2,333) Basic weighted average shares outstanding 142,827 139,805 141,809 138,873 Effect of dilutive securities: Restricted stock grants (a) 1,596 — — — 2027 Notes 97,057 — — — Diluted weighted average shares outstanding 241,480 139,805 141,809 138,873 Income (loss) per share attributable to Gannett - basic $ 0.10 $ (0.09) $ (0.50) $ (0.02) Income (loss) per share attributable to Gannett - diluted $ 0.09 $ (0.09) $ (0.50) $ (0.02) (a) Includes restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance stock units ("PSUs"). |
Schedule of Securities Excluded From Computation of Diluted Income (Loss) Per Share | The Company excluded the following securities from the computation of diluted income (loss) per share because their effect would have been antidilutive: Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Warrants (a) — 845 — 845 Stock options 6,068 6,068 6,068 6,068 Restricted stock grants (b) 1,258 8,937 4,651 8,937 2027 Notes (c) — 97,057 97,057 97,057 (a) The warrants expired on November 26, 2023. (b) Includes RSAs, RSUs and PSUs. (c) Represents the total number of shares that would be convertible for the six months ended June 30, 2024 and the three and six months ended June 30, 2023 as stipulated in the 2027 Notes Indenture. |
Schedule of Accumulated Other Comprehensive Loss, Net of Tax | The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax: Six months ended June 30, 2024 Six months ended June 30, 2023 In thousands Pension and postretirement benefit plans Foreign currency translation Total Pension and postretirement benefit plans Foreign currency translation Total Beginning balance $ (64,344) $ (1,197) $ (65,541) $ (86,351) $ (14,880) $ (101,231) Other comprehensive income (loss) before reclassifications, net of taxes 516 (912) (396) 15,342 12,164 27,506 Amounts reclassified from accumulated other comprehensive income (a)(b) 151 — 151 31 — 31 Net current period other comprehensive income (loss), net of tax 667 (912) (245) 15,373 12,164 27,537 Ending balance $ (63,677) $ (2,109) $ (65,786) $ (70,978) $ (2,716) $ (73,694) (a) Amounts reclassified from accumulated other comprehensive income are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans. (b) Amounts reclassified from accumulated other comprehensive income are recorded net of tax impacts of $68 thousand and $14 thousand for the six months ended June 30, 2024 and 2023, respectively. |
Segment reporting (Tables)
Segment reporting (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three months ended June 30, Six months ended June 30, In thousands 2024 2023 2024 2023 Revenues: Domestic Gannett Media $ 491,909 $ 528,194 $ 987,628 $ 1,058,131 Newsquest 61,252 57,609 121,450 116,767 Digital Marketing Solutions 123,798 122,789 240,843 235,606 Corporate and other 1,258 1,673 2,862 3,071 Intersegment Eliminations (38,377) (37,908) (77,182) (72,301) Total revenues 639,840 672,357 1,275,601 1,341,274 Adjusted EBITDA: Domestic Gannett Media 52,929 53,377 97,409 97,794 Newsquest 14,138 12,442 28,301 25,288 Digital Marketing Solutions 11,773 15,470 20,552 27,153 Corporate and other (4,278) (10,138) (14,111) (16,182) Net loss attributable to noncontrolling interests 31 13 31 97 Interest expense 26,270 28,559 52,835 56,889 Loss (gain) on early extinguishment of debt 87 — (530) (496) Non-operating pension income (3,137) (2,263) (6,283) (4,078) Depreciation and amortization 38,258 39,784 76,556 83,482 Integration and reorganization costs 19,775 7,287 37,656 19,414 Third-party debt expenses and acquisition costs (a) 248 229 426 458 Asset impairments — 1,177 45,989 1,182 Loss (gain) on sale or disposal of assets, net 236 146 788 (17,535) Share-based compensation expense 3,512 5,047 6,338 8,783 Other non-operating (income) expense, net (2,609) (807) (792) 414 Non-recurring items 4,977 3,336 6,913 3,869 Loss before income taxes (13,086) (11,357) (87,776) (18,426) (Benefit) provision for income taxes (26,803) 1,333 (16,725) (15,996) Net income (loss) 13,717 (12,690) (71,051) (2,430) Net loss attributable to noncontrolling interests (31) (13) (31) (97) Net income (loss) attributable to Gannett $ 13,748 $ (12,677) $ (71,020) $ (2,333) (a) Third-party debt expenses and acquisition costs are included in Other operating expenses on the condensed consolidated statements of operations and comprehensive income (loss) . |
Other supplemental information
Other supplemental information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table presents a reconciliation of cash, cash equivalents and restricted cash: June 30, In thousands 2024 2023 Cash and cash equivalents $ 98,886 $ 106,633 Restricted cash included in other current assets 242 998 Restricted cash included in pension and other assets 9,666 10,502 Total cash, cash equivalents and restricted cash $ 108,794 $ 118,133 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table presents a reconciliation of cash, cash equivalents and restricted cash: June 30, In thousands 2024 2023 Cash and cash equivalents $ 98,886 $ 106,633 Restricted cash included in other current assets 242 998 Restricted cash included in pension and other assets 9,666 10,502 Total cash, cash equivalents and restricted cash $ 108,794 $ 118,133 |
Schedule of Supplemental Cash Flow Information | The following table presents supplemental cash flow information, including non-cash investing and financing activities: Six months ended June 30, In thousands 2024 2023 Cash paid for taxes, net of refunds $ 4,781 $ 3,502 Cash paid for interest 41,655 45,702 Non-cash investing and financing activities: Accrued capital expenditures $ 13,516 $ 1,802 |
Schedule of Accounts Payable and Accrued Liabilities | A breakout of Accounts payable and accrued liabilities is presented below: In thousands June 30, 2024 December 31, 2023 Accounts payable $ 154,353 $ 142,215 Compensation 67,196 82,160 Taxes (primarily property, sales, and payroll taxes) 10,198 9,990 Benefits 19,862 19,422 Interest 5,362 5,617 Other 47,911 34,040 Accounts payable and accrued liabilities $ 304,882 $ 293,444 |
Description of business and b_3
Description of business and basis of presentation (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue | ||||
Total revenues | $ 639,840 | $ 672,357 | $ 1,275,601 | $ 1,341,274 |
International | Revenue Benchmark | Geographic Concentration Risk | ||||
Disaggregation of Revenue | ||||
Revenue, percentage | 11.10% | 10% | 11.10% | 10.10% |
Digital | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 278,378 | $ 262,103 | $ 545,877 | $ 509,581 |
Digital advertising | ||||
Disaggregation of Revenue | ||||
Total revenues | 84,465 | 81,496 | 168,931 | 161,706 |
Digital marketing services | ||||
Disaggregation of Revenue | ||||
Total revenues | 123,313 | 122,539 | 239,727 | 235,222 |
Digital-only subscription | ||||
Disaggregation of Revenue | ||||
Total revenues | 46,282 | 37,856 | 89,761 | 73,687 |
Digital other | ||||
Disaggregation of Revenue | ||||
Total revenues | 24,318 | 20,212 | 47,458 | 38,966 |
Print and commercial | ||||
Disaggregation of Revenue | ||||
Total revenues | 361,462 | 410,254 | 729,724 | 831,693 |
Print advertising | ||||
Disaggregation of Revenue | ||||
Total revenues | 138,904 | 149,275 | 273,580 | 297,229 |
Print circulation | ||||
Disaggregation of Revenue | ||||
Total revenues | 163,323 | 195,756 | 336,646 | 401,210 |
Commercial and other | ||||
Disaggregation of Revenue | ||||
Total revenues | 59,235 | 65,223 | 119,498 | 133,254 |
Operating Segments | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 491,909 | 528,194 | 987,628 | 1,058,131 |
Operating Segments | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 61,252 | 57,609 | 121,450 | 116,767 |
Operating Segments | Digital Marketing Solutions | ||||
Disaggregation of Revenue | ||||
Total revenues | 123,798 | 122,789 | 240,843 | 235,606 |
Operating Segments | Digital | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 171,955 | 157,031 | 339,690 | 306,339 |
Operating Segments | Digital | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 19,744 | 18,518 | 39,664 | 36,866 |
Operating Segments | Digital | Digital Marketing Solutions | ||||
Disaggregation of Revenue | ||||
Total revenues | 123,798 | 122,789 | 240,843 | 235,606 |
Operating Segments | Digital advertising | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 70,922 | 69,175 | 141,863 | 136,849 |
Operating Segments | Digital advertising | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 13,543 | 12,321 | 27,068 | 24,857 |
Operating Segments | Digital marketing services | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 35,967 | 35,357 | 72,053 | 67,422 |
Operating Segments | Digital marketing services | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,925 | 2,301 | 4,013 | 4,495 |
Operating Segments | Digital marketing services | Digital Marketing Solutions | ||||
Disaggregation of Revenue | ||||
Total revenues | 123,798 | 122,789 | 240,843 | 235,606 |
Operating Segments | Digital-only subscription | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 44,622 | 36,601 | 86,533 | 71,279 |
Operating Segments | Digital-only subscription | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,660 | 1,255 | 3,228 | 2,408 |
Operating Segments | Digital other | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 20,444 | 15,898 | 39,241 | 30,789 |
Operating Segments | Digital other | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 2,616 | 2,641 | 5,355 | 5,106 |
Operating Segments | Print and commercial | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 319,954 | 371,163 | 647,938 | 751,792 |
Operating Segments | Print and commercial | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 41,508 | 39,091 | 81,786 | 79,901 |
Operating Segments | Print advertising | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 119,000 | 131,311 | 234,619 | 259,488 |
Operating Segments | Print advertising | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 19,904 | 17,964 | 38,961 | 37,741 |
Operating Segments | Print circulation | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 146,690 | 178,264 | 302,936 | 366,767 |
Operating Segments | Print circulation | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 16,633 | 17,492 | 33,710 | 34,443 |
Operating Segments | Commercial and other | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 54,264 | 61,588 | 110,383 | 125,537 |
Operating Segments | Commercial and other | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 4,971 | 3,635 | 9,115 | 7,717 |
Operating Segments | Commercial Printing and Delivery Revenue | Domestic Gannett Media | ||||
Disaggregation of Revenue | ||||
Total revenues | 37,300 | 45,000 | 77,800 | 94,100 |
Operating Segments | Commercial Printing and Delivery Revenue | Newsquest | ||||
Disaggregation of Revenue | ||||
Total revenues | 2,600 | 1,900 | 5,100 | 3,900 |
Corporate and other | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,258 | 1,673 | 2,862 | 3,071 |
Corporate and other | Digital | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,258 | 1,673 | 2,862 | 3,071 |
Corporate and other | Digital other | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,258 | 1,673 | 2,862 | 3,071 |
Intersegment eliminations | ||||
Disaggregation of Revenue | ||||
Total revenues | 38,377 | 37,908 | 77,182 | 72,301 |
Intersegment eliminations | Digital | ||||
Disaggregation of Revenue | ||||
Total revenues | 38,377 | 37,908 | 77,182 | 72,301 |
Intersegment eliminations | Digital marketing services | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 38,377 | $ 37,908 | $ 77,182 | $ 72,301 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - Customer Subscription - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Jun. 30, 2024 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Expected timing of satisfaction | 1 month |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Expected timing of satisfaction | 12 months |
Revenues - Schedule of Deferred
Revenues - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Movement in Deferred Revenue [Roll Forward] | ||
Beginning balance | $ 120,502 | $ 153,648 |
Receipts, net of refunds | 544,626 | 546,494 |
Revenue recognized | (552,869) | (562,664) |
Ending balance | $ 112,259 | $ 137,478 |
Accounts receivable, net - Sche
Accounts receivable, net - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounts Receivable, Allowance for Credit Loss | ||||
Beginning balance | $ 16,338 | $ 16,697 | ||
Current period provision | $ 1,000 | $ 1,900 | 1,619 | 3,305 |
Write-offs charged against the allowance | (5,503) | (8,993) | ||
Recoveries of amounts previously written-off | 2,024 | 2,045 | ||
Other | 36 | 116 | ||
Ending balance | $ 14,514 | $ 13,170 | $ 14,514 | $ 13,170 |
Accounts receivable, net - Narr
Accounts receivable, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Receivables [Abstract] | ||||
Bad debt expense | $ 1,000 | $ 1,900 | $ 1,619 | $ 3,305 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 864,513 | $ 868,307 |
Accumulated amortization | 552,602 | 510,833 |
Net carrying amount | 311,911 | 357,474 |
Indefinite-lived intangible assets: | ||
Total intangible assets | 478,697 | 524,350 |
Goodwill | 533,687 | 533,876 |
Mastheads | ||
Indefinite-lived intangible assets: | ||
Non-amortized intangible assets | 166,786 | 166,876 |
Advertiser relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 445,841 | 446,609 |
Accumulated amortization | 257,536 | 236,168 |
Net carrying amount | 188,305 | 210,441 |
Other customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 100,980 | 101,819 |
Accumulated amortization | 61,573 | 56,601 |
Net carrying amount | 39,407 | 45,218 |
Subscriber relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 250,822 | 251,099 |
Accumulated amortization | 169,549 | 155,528 |
Net carrying amount | 81,273 | 95,571 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 66,870 | 68,780 |
Accumulated amortization | 63,944 | 62,536 |
Net carrying amount | $ 2,926 | $ 6,244 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible impairments | $ 0 |
Property, plant and equipment impairments | $ 0 |
Integration and reorganizatio_3
Integration and reorganization costs, and asset impairments - Schedule of Severance-Related Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve | ||||
Consolidation charges and other restructuring-related costs | $ 19,775 | $ 7,287 | $ 37,656 | $ 19,414 |
Severance | ||||
Restructuring Cost and Reserve | ||||
Consolidation charges and other restructuring-related costs | 4,429 | 2,551 | 9,683 | 12,804 |
Operating Segments | Domestic Gannett Media | Severance | ||||
Restructuring Cost and Reserve | ||||
Consolidation charges and other restructuring-related costs | 4,116 | 1,332 | 8,193 | 6,844 |
Operating Segments | Newsquest | Severance | ||||
Restructuring Cost and Reserve | ||||
Consolidation charges and other restructuring-related costs | 243 | 376 | 412 | 976 |
Operating Segments | Digital Marketing Solutions | Severance | ||||
Restructuring Cost and Reserve | ||||
Consolidation charges and other restructuring-related costs | 84 | (48) | 109 | (28) |
Corporate and other | Severance | ||||
Restructuring Cost and Reserve | ||||
Consolidation charges and other restructuring-related costs | $ (14) | $ 891 | $ 969 | $ 5,012 |
Integration and reorganizatio_4
Integration and reorganization costs, and asset impairments - Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Reserve | ||||
Restructuring provision included in integration and reorganization costs | $ 19,775 | $ 7,287 | $ 37,656 | $ 19,414 |
Severance | ||||
Restructuring Reserve | ||||
Beginning balance | 6,928 | |||
Restructuring provision included in integration and reorganization costs | 4,429 | $ 2,551 | 9,683 | $ 12,804 |
Cash payments | (8,041) | |||
Ending balance | $ 8,570 | $ 8,570 |
Integration and reorganizatio_5
Integration and reorganization costs, and asset impairments - Schedule of Other Reorganization-Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Other Restructuring | ||||
Restructuring Cost and Reserve | ||||
Total | $ 15,346 | $ 4,736 | $ 27,973 | $ 6,610 |
Operating Segments | Domestic Gannett Media | Other Restructuring | ||||
Restructuring Cost and Reserve | ||||
Total | 10,577 | 602 | 21,389 | (861) |
Operating Segments | Domestic Gannett Media | Other Restructuring, Multiemployer Pension Plans | ||||
Restructuring Cost and Reserve | ||||
Total | 9,900 | 9,900 | (2,000) | |
Operating Segments | Domestic Gannett Media | Other Restructuring, Licensed Content | ||||
Restructuring Cost and Reserve | ||||
Total | 9,700 | |||
Operating Segments | Digital Marketing Solutions | Other Restructuring | ||||
Restructuring Cost and Reserve | ||||
Total | 803 | 0 | 803 | 0 |
Corporate and other | Other Restructuring | ||||
Restructuring Cost and Reserve | ||||
Total | $ 3,966 | $ 4,134 | $ 5,781 | $ 7,471 |
Integration and reorganizatio_6
Integration and reorganization costs, and asset impairments - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Asset impairment charges | $ 46 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Jun. 30, 2024 | Apr. 14, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 15, 2021 | Nov. 17, 2020 |
Debt Instrument | ||||||
Principal balance | $ 1,089,900,000 | $ 1,130,600,000 | ||||
Unamortized original issue discount | (69,100,000) | (78,800,000) | ||||
Unamortized deferred financing costs | (5,700,000) | (7,200,000) | ||||
Long-term debt | 531,211,000 | 564,836,000 | ||||
Aggregate principal amount of debt | 1,015,100,000 | 1,044,600,000 | ||||
Long term debt, gross, current | (60,500,000) | (63,800,000) | ||||
Debt instrument unamortized discount current | 0 | 0 | ||||
Debt issuance costs, current, net | 0 | 0 | ||||
Long-term debt, current maturities | (60,500,000) | (63,800,000) | ||||
Long term debt, gross, noncurrent | 1,029,400,000 | 1,066,800,000 | ||||
Debt instrument, unamortized discount, noncurrent | (69,100,000) | (78,800,000) | ||||
Debt issuance costs, noncurrent, net | (5,700,000) | (7,200,000) | ||||
Non-current portion of long-term debt | 954,600,000 | 980,800,000 | ||||
Senior Secured Term Loan | Senior Secured Term Loan | ||||||
Debt Instrument | ||||||
Principal balance | 326,100,000 | 350,400,000 | $ 516,000,000 | |||
Unamortized original issue discount | (3,900,000) | (5,200,000) | ||||
Unamortized deferred financing costs | (900,000) | (1,100,000) | ||||
Secured debt | 321,300,000 | 344,100,000 | ||||
Senior Secured Term Loan | 2026 Senior Notes | ||||||
Debt Instrument | ||||||
Principal balance | $ 30,000,000 | |||||
Senior Notes | 2026 Senior Notes | ||||||
Debt Instrument | ||||||
Principal balance | 278,500,000 | 291,600,000 | $ 400,000,000 | |||
Unamortized original issue discount | (4,600,000) | (5,800,000) | ||||
Unamortized deferred financing costs | (3,500,000) | (4,600,000) | ||||
Long-term debt | 270,400,000 | 281,200,000 | ||||
Convertible Debt | 2027 Notes | ||||||
Debt Instrument | ||||||
Principal balance | 485,300,000 | 485,300,000 | $ 497,100,000 | |||
Unamortized original issue discount | (60,600,000) | (67,800,000) | ||||
Unamortized deferred financing costs | (1,300,000) | (1,500,000) | ||||
Long-term debt | 423,400,000 | 416,000,000 | ||||
Convertible Debt | 2024 Notes | ||||||
Debt Instrument | ||||||
Principal balance | 0 | $ 3,300,000 | 3,300,000 | |||
Unamortized original issue discount | 0 | 0 | ||||
Unamortized deferred financing costs | 0 | 0 | ||||
Long-term debt | $ 0 | $ 3,300,000 |
Debt - Senior Secured Term Loan
Debt - Senior Secured Term Loan (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 15, 2021 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) amendment | Dec. 31, 2023 USD ($) | Apr. 08, 2022 USD ($) | Jan. 31, 2022 USD ($) | |
Line of Credit Facility | |||||||||
Principal balance | $ 1,089,900,000 | $ 1,089,900,000 | $ 1,130,600,000 | ||||||
Cash paid for interest | 41,655,000 | $ 45,702,000 | |||||||
Loss on early extinguishment of debt | 87,000 | $ 0 | (530,000) | (496,000) | |||||
Senior Secured Term Loan | Senior Secured Term Loan | |||||||||
Line of Credit Facility | |||||||||
Debt instrument term (in years) | 5 years | ||||||||
Principal balance | $ 516,000,000 | 326,100,000 | 326,100,000 | $ 350,400,000 | |||||
Cash requirement | $ 100,000,000 | ||||||||
Amortization quarterly amount | $ 15,100,000 | ||||||||
First lien net leverage ratio | 1.20 | ||||||||
Amortization quarterly amount upon ratio threshold | $ 7,600,000 | ||||||||
Debt instrument, reduction of quarterly amortization payment, waiver | 12,000,000 | ||||||||
Repayments of debt | 21,000,000 | 24,300,000 | |||||||
Interest expense | 9,000,000 | 10,400,000 | 18,300,000 | 20,700,000 | |||||
Cash paid for interest | 9,000,000 | 10,400,000 | 18,300,000 | 20,800,000 | |||||
Amortization of the discount | 500,000 | 700,000 | 1,100,000 | 1,500,000 | |||||
Amortization of debt issuance costs | 100,000 | 200,000 | 200,000 | 300,000 | |||||
Loss on early extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 400,000 | |||||
Effective interest rate (as a percent) | 11.20% | 11.20% | |||||||
Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range One | |||||||||
Line of Credit Facility | |||||||||
First lien net leverage ratio | 2 | ||||||||
Maximum debt or equity purchasable | $ 25,000,000 | ||||||||
Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range Two | |||||||||
Line of Credit Facility | |||||||||
First lien net leverage ratio | 1.50 | ||||||||
Maximum debt or equity purchasable | $ 50,000,000 | ||||||||
Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range Three | |||||||||
Line of Credit Facility | |||||||||
First lien net leverage ratio | 1 | ||||||||
Senior Secured Term Loan | Senior Secured Term Loan | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility | |||||||||
Variable rate (as a percent) | 5% | ||||||||
Senior Secured Term Loan | Senior Secured Term Loan | Alternate Base Rate | |||||||||
Line of Credit Facility | |||||||||
Variable rate (as a percent) | 4% | ||||||||
Senior Secured Term Loan | Senior Secured Term Loan | Minimum | |||||||||
Line of Credit Facility | |||||||||
Unrestricted cash requirement | $ 30,000,000 | ||||||||
Senior Secured Term Loan | Senior Secured Term Loan | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility | |||||||||
Variable rate (as a percent) | 0.50% | ||||||||
Senior Secured Term Loan | Senior Secured Term Loan | Minimum | Alternate Base Rate | |||||||||
Line of Credit Facility | |||||||||
Variable rate (as a percent) | 1.50% | ||||||||
Incremental Term Loans | Senior Secured Term Loan | |||||||||
Line of Credit Facility | |||||||||
Principal balance | $ 30,000,000 | $ 50,000,000 | |||||||
Number of separate amendments | amendment | 2 |
Debt - Senior Secured Notes due
Debt - Senior Secured Notes due 2026 (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 15, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Line of Credit Facility | |||||||
Principal balance | $ 1,089,900,000 | $ 1,089,900,000 | $ 1,130,600,000 | ||||
Gain on early extinguishment of debt | (87,000) | $ 0 | 530,000 | $ 496,000 | |||
2026 Senior Notes | Senior Notes | |||||||
Line of Credit Facility | |||||||
Principal balance | $ 400,000,000 | 278,500,000 | 278,500,000 | 291,600,000 | |||
Stated interest rate (as a percent) | 6% | ||||||
Mandatory and optional prepayments | 13,000,000 | ||||||
Gain on early extinguishment of debt | 600,000 | 900,000 | |||||
Interest expense | 4,200,000 | 5,100,000 | 8,600,000 | 10,100,000 | |||
Interest paid | 8,400,000 | 10,200,000 | 8,700,000 | 10,300,000 | |||
Amortization of the discount | 500,000 | 600,000 | 1,000,000 | 1,200,000 | |||
Amortization of debt issuance costs | $ 400,000 | 500,000 | $ 800,000 | 1,000,000 | |||
Effective interest rate (as a percent) | 7.30% | 7.30% | |||||
2026 Senior Notes | Senior Notes | Fair Value, Inputs, Level 2 | |||||||
Line of Credit Facility | |||||||
Debt fair value | $ 265,300,000 | $ 265,300,000 | 256,600,000 | ||||
2026 Senior Notes | Senior Notes | Period 1 | |||||||
Line of Credit Facility | |||||||
Redemption rate | 101% | ||||||
2026 Senior Notes | Senior Secured Term Loan | |||||||
Line of Credit Facility | |||||||
Principal balance | $ 30,000,000 | ||||||
Extinguishment of debt, amount | $ 30,000,000 | ||||||
Senior Secured Term Loan | Senior Secured Term Loan | |||||||
Line of Credit Facility | |||||||
Principal balance | $ 516,000,000 | 326,100,000 | 326,100,000 | $ 350,400,000 | |||
Debt instrument, reduction of quarterly amortization payment, waiver | 12,000,000 | ||||||
Gain on early extinguishment of debt | 0 | 0 | 0 | (400,000) | |||
Interest expense | 9,000,000 | 10,400,000 | 18,300,000 | 20,700,000 | |||
Amortization of the discount | 500,000 | 700,000 | 1,100,000 | 1,500,000 | |||
Amortization of debt issuance costs | $ 100,000 | $ 200,000 | $ 200,000 | $ 300,000 | |||
Effective interest rate (as a percent) | 11.20% | 11.20% |
Debt - Senior Secured Convertib
Debt - Senior Secured Convertible Notes due 2027 (Details) | 3 Months Ended | 6 Months Ended | |||||
Nov. 17, 2020 USD ($) component $ / shares shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Line of Credit Facility | |||||||
Principal balance | $ 1,089,900,000 | $ 1,089,900,000 | $ 1,130,600,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
2027 Notes | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Principal balance | $ 497,100,000 | $ 485,300,000 | $ 485,300,000 | $ 485,300,000 | |||
Stated interest rate (as a percent) | 6% | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Percentage of notes initially convertible to common stock | 42% | 41% | |||||
Repurchased face amount | $ 11,800,000 | ||||||
Minimum qualified cash required | $ 30,000,000 | ||||||
Number of components | component | 2 | ||||||
Fair value of equity component of debt | 279,600,000 | 279,600,000 | 279,600,000 | ||||
Interest expense | 7,300,000 | $ 7,300,000 | 14,500,000 | $ 14,500,000 | |||
Interest paid | 14,600,000 | 14,600,000 | 14,600,000 | 14,600,000 | |||
Amortization of the discount | 3,600,000 | 3,300,000 | 7,200,000 | 6,500,000 | |||
Amortization of debt issuance costs | $ 0 | $ 0 | $ 0 | $ 0 | |||
Effective interest rate (as a percent) | 10.50% | 10.50% | |||||
2027 Notes | Convertible Debt | Fair Value, Inputs, Level 2 | |||||||
Line of Credit Facility | |||||||
Debt fair value | $ 521,900,000 | $ 521,900,000 | $ 395,600,000 | ||||
2027 Notes | Convertible Debt | Period 1 | |||||||
Line of Credit Facility | |||||||
Redemption rate | 110% | ||||||
Maximum repurchase amount | $ 100,000,000 | ||||||
Total gross leverage ratio | 1.5 | ||||||
2027 Notes | Convertible Debt | Period 2 | |||||||
Line of Credit Facility | |||||||
Redemption rate | 130% | ||||||
Maximum repurchase amount | $ 99,400,000 | ||||||
Redemption term | 4 years | ||||||
2027 Notes | Convertible Debt | Scenario, Plan | |||||||
Line of Credit Facility | |||||||
Initial conversion rate (in shares) | shares | 200 | ||||||
Conversion price (in usd per share) | $ / shares | $ 5 |
Debt - Senior Convertible Notes
Debt - Senior Convertible Notes due 2024 (Details) - USD ($) | Jun. 30, 2024 | Apr. 14, 2024 | Dec. 31, 2023 |
Line of Credit Facility | |||
Principal balance | $ 1,089,900,000 | $ 1,130,600,000 | |
2024 Notes | Convertible Debt | |||
Line of Credit Facility | |||
Principal balance | $ 0 | $ 3,300,000 | $ 3,300,000 |
Stated interest rate (as a percent) | 4.75% |
Pensions and other postretire_3
Pensions and other postretirement benefit plans - Schedule of Retirement Plan Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Non-operating expenses: | ||||
Total non-operating (benefit) expense | $ (3,137) | $ (2,263) | $ (6,283) | $ (4,078) |
Pension benefits | ||||
Operating expenses: | ||||
Service cost - benefits earned during the period | 289 | 346 | 578 | 670 |
Non-operating expenses: | ||||
Interest cost on benefit obligations | 20,276 | 20,894 | 40,591 | 42,095 |
Expected return on plan assets | (24,050) | (23,814) | (48,153) | (47,482) |
Amortization of prior service cost (benefit) | 17 | 17 | 34 | 33 |
Amortization of actuarial cost (benefit) | 710 | 544 | 1,425 | 1,084 |
Total non-operating (benefit) expense | (3,047) | (2,359) | (6,103) | (4,270) |
Total (benefit) expense for retirement plans | (2,758) | (2,013) | (5,525) | (3,600) |
Postretirement benefits | ||||
Operating expenses: | ||||
Service cost - benefits earned during the period | 8 | 10 | 17 | 20 |
Non-operating expenses: | ||||
Interest cost on benefit obligations | 530 | 632 | 1,060 | 1,264 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service cost (benefit) | (142) | 0 | (284) | 0 |
Amortization of actuarial cost (benefit) | (478) | (536) | (956) | (1,072) |
Total non-operating (benefit) expense | (90) | 96 | (180) | 192 |
Total (benefit) expense for retirement plans | $ (82) | $ 106 | $ (163) | $ 212 |
Pensions and other postretire_4
Pensions and other postretirement benefit plans - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 24 Months Ended |
Jun. 30, 2024 | Sep. 30, 2024 | |
Gannett Retirement Plan | ||
Defined Benefit Plan Disclosure | ||
Current funding status (as a percent) | 100% | |
Forecast | Gannett Retirement Plan | ||
Defined Benefit Plan Disclosure | ||
Defined benefit plan required funding status | 100% | |
Expected future employer contributions, quarterly certification funding requirement | $ 1 | |
Defined benefit plan, expected future employee contributions, quarterly certification funding requirement term | 60 days | |
Expected future employer contributions, quarterly certification funding requirement (maximum) | $ 5 | |
Pension benefits | ||
Defined Benefit Plan Disclosure | ||
Contribution to the defined benefit plans | $ 7 | |
Postretirement benefits | ||
Defined Benefit Plan Disclosure | ||
Contribution to the defined benefit plans | $ 2.7 |
Income taxes - Schedule of Pre-
Income taxes - Schedule of Pre-tax Net Loss and Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (13,086) | $ (11,357) | $ (87,776) | $ (18,426) |
(Benefit) provision for income taxes | $ (26,803) | $ 1,333 | $ (16,725) | $ (15,996) |
Effective tax rate (as a percent) | 204.80% | (11.70%) | 19.10% | 86.80% |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Estimated annual effective tax rate percent (as a percent) | (6.20%) | 110% | ||
Unrecognized tax benefits that would impact effective tax rate | $ 42.1 | $ 42.1 | $ 52.6 | |
Release of uncertain tax position reserves | 11.1 | 11.1 | ||
Interest and penalties related to an IRS audit | 4.7 | 4.7 | ||
Unrecognized tax benefits, accrued interest and penalties | $ 0.1 | $ 0.1 | $ 4.6 |
Supplemental equity and other_3
Supplemental equity and other information - Schedule of Income (Loss) Per Share (Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Equity [Abstract] | ||||
Net income (loss) attributable to Gannett | $ 13,748 | $ (12,677) | $ (71,020) | $ (2,333) |
Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes | 8,266 | 0 | 0 | 0 |
Net income (loss) attributable to Gannett for diluted earnings per share | $ 22,014 | $ (12,677) | $ (71,020) | $ (2,333) |
Basic weighted average shares outstanding (in shares) | 142,827 | 139,805 | 141,809 | 138,873 |
Restricted stock grants (in shares) | 1,596 | 0 | 0 | 0 |
2027 Notes (in shares) | 97,057 | 0 | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 241,480 | 139,805 | 141,809 | 138,873 |
Income (loss) per share attributable to Gannett - basic (in dollars per share) | $ 0.10 | $ (0.09) | $ (0.50) | $ (0.02) |
Income (loss) per share attributable to Gannett - diluted (in dollars per share) | $ 0.09 | $ (0.09) | $ (0.50) | $ (0.02) |
Supplemental equity and other_4
Supplemental equity and other information - Schedule of Securities Excluded From Computation of Diluted Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Antidilutive securities excluded from computation of diluted income per share (in shares) | 0 | 845 | 0 | 845 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Antidilutive securities excluded from computation of diluted income per share (in shares) | 6,068 | 6,068 | 6,068 | 6,068 |
Restricted stock grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Antidilutive securities excluded from computation of diluted income per share (in shares) | 1,258 | 8,937 | 4,651 | 8,937 |
2027 Notes | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Antidilutive securities excluded from computation of diluted income per share (in shares) | 0 | 97,057 | 97,057 | 97,057 |
Supplemental equity and other_5
Supplemental equity and other information - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 01, 2022 | |
Stockholders Equity Note | ||||||
2027 Notes (in shares) | 97,057,000 | 0 | 0 | 0 | ||
Share-based compensation cost | $ 3.5 | $ 5 | $ 6.3 | $ 8.8 | ||
Unrecognized compensation cost related to non-vested share-based compensation | $ 10.2 | $ 10.2 | ||||
Weighted average period (in years) | 1 year 2 months 12 days | |||||
Preferred stock authorized (in shares) | 300,000 | 300,000 | 300,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |||
Stock Repurchase Program | ||||||
Stockholders Equity Note | ||||||
Shares authorized for repurchase, value | $ 100 | |||||
Repurchase of common stock (in shares) | 0 | |||||
Remaining authorized shares for share repurchase program | $ 96.9 | $ 96.9 | ||||
Restricted Stock Awards | ||||||
Stockholders Equity Note | ||||||
Granted (in shares) | 300,000 | 300,000 | ||||
Cash Performance Units And Long-Term Cash Awards | ||||||
Stockholders Equity Note | ||||||
Unrecognized compensation expense | $ 7.5 | $ 7.5 | ||||
2027 Notes | Convertible Debt | ||||||
Stockholders Equity Note | ||||||
Aggregate shares receivable upon conversion (in shares) | 287,200,000 | |||||
2027 Notes (in shares) | 190,100,000 |
Supplemental equity and other_6
Supplemental equity and other information - Schedule of Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ||
Beginning balance | $ 317,785 | |
Other comprehensive income (loss) before reclassifications, net of taxes | (396) | $ 27,506 |
Amounts reclassified from accumulated other comprehensive income | 151 | 31 |
Net current period other comprehensive income (loss), net of tax | (245) | 27,537 |
Ending balance | 249,773 | |
Amounts reclassified from accumulated other comprehensive income | 68 | 14 |
Total | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | ||
Beginning balance | (65,541) | (101,231) |
Ending balance | (65,786) | (73,694) |
Pension and postretirement benefit plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | ||
Beginning balance | (64,344) | (86,351) |
Other comprehensive income (loss) before reclassifications, net of taxes | 516 | 15,342 |
Amounts reclassified from accumulated other comprehensive income | 151 | 31 |
Net current period other comprehensive income (loss), net of tax | 667 | 15,373 |
Ending balance | (63,677) | (70,978) |
Foreign currency translation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | ||
Beginning balance | (1,197) | (14,880) |
Other comprehensive income (loss) before reclassifications, net of taxes | (912) | 12,164 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current period other comprehensive income (loss), net of tax | (912) | 12,164 |
Ending balance | $ (2,109) | $ (2,716) |
Commitments, contingencies an_2
Commitments, contingencies and other matters (Details) - Scott O. Sapulpa v. Gannett Co., Inc. $ in Millions | 1 Months Ended |
Feb. 29, 2024 USD ($) | |
Compensatory Damages | |
Commitments and Contingencies Disclosure | |
Damages awarded | $ 5 |
Punitive Damages | |
Commitments and Contingencies Disclosure | |
Damages awarded | $ 20 |
Segment reporting (Details)
Segment reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 639,840 | $ 672,357 | $ 1,275,601 | $ 1,341,274 |
Adjusted EBITDA: | ||||
Net loss attributable to noncontrolling interests | 31 | 13 | 31 | 97 |
Interest expense | 26,270 | 28,559 | 52,835 | 56,889 |
Loss (gain) on early extinguishment of debt | 87 | 0 | (530) | (496) |
Non-operating pension income | (3,137) | (2,263) | (6,283) | (4,078) |
Depreciation and amortization | 38,258 | 39,784 | 76,556 | 83,482 |
Integration and reorganization costs | 19,775 | 7,287 | 37,656 | 19,414 |
Third-party debt expenses and acquisition costs | 248 | 229 | 426 | 458 |
Asset impairments | 0 | 1,177 | 45,989 | 1,182 |
Loss (gain) on sale or disposal of assets, net | 236 | 146 | 788 | (17,535) |
Share-based compensation expense | 3,512 | 5,047 | 6,338 | 8,783 |
Other non-operating (income) expense, net | (2,609) | (807) | (792) | 414 |
Non-recurring items | 4,977 | 3,336 | 6,913 | 3,869 |
Loss before income taxes | (13,086) | (11,357) | (87,776) | (18,426) |
(Benefit) provision for income taxes | (26,803) | 1,333 | (16,725) | (15,996) |
Net income (loss) | 13,717 | (12,690) | (71,051) | (2,430) |
Net loss attributable to noncontrolling interests | (31) | (13) | (31) | (97) |
Net income (loss) attributable to Gannett | 13,748 | (12,677) | (71,020) | (2,333) |
Operating Segments | Domestic Gannett Media | ||||
Revenues: | ||||
Total revenues | 491,909 | 528,194 | 987,628 | 1,058,131 |
Adjusted EBITDA: | ||||
Adjusted EBITDA | 52,929 | 53,377 | 97,409 | 97,794 |
Operating Segments | Newsquest | ||||
Revenues: | ||||
Total revenues | 61,252 | 57,609 | 121,450 | 116,767 |
Adjusted EBITDA: | ||||
Adjusted EBITDA | 14,138 | 12,442 | 28,301 | 25,288 |
Operating Segments | Digital Marketing Solutions | ||||
Revenues: | ||||
Total revenues | 123,798 | 122,789 | 240,843 | 235,606 |
Adjusted EBITDA: | ||||
Adjusted EBITDA | 11,773 | 15,470 | 20,552 | 27,153 |
Corporate and other | ||||
Revenues: | ||||
Total revenues | 1,258 | 1,673 | 2,862 | 3,071 |
Adjusted EBITDA: | ||||
Adjusted EBITDA | (4,278) | (10,138) | (14,111) | (16,182) |
Intersegment eliminations | ||||
Revenues: | ||||
Total revenues | $ 38,377 | $ 37,908 | $ 77,182 | $ 72,301 |
Other supplemental informatio_2
Other supplemental information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 98,886 | $ 100,180 | $ 106,633 | |
Restricted cash included in other current assets | 242 | 998 | ||
Restricted cash included in pension and other assets | 9,666 | 10,502 | ||
Total cash, cash equivalents and restricted cash | $ 108,794 | $ 110,612 | $ 118,133 | $ 104,804 |
Other supplemental informatio_3
Other supplemental information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash paid for taxes, net of refunds | $ 4,781 | $ 3,502 |
Cash paid for interest | 41,655 | 45,702 |
Non-cash investing and financing activities: | ||
Accrued capital expenditures | $ 13,516 | $ 1,802 |
Other supplemental informatio_4
Other supplemental information - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 154,353 | $ 142,215 |
Compensation | 67,196 | 82,160 |
Taxes (primarily property, sales, and payroll taxes) | 10,198 | 9,990 |
Benefits | 19,862 | 19,422 |
Interest | 5,362 | 5,617 |
Other | 47,911 | 34,040 |
Accounts payable and accrued liabilities | $ 304,882 | $ 293,444 |