GANNETT CO., INC., 10-K filed on 2/23/2023
Annual Report
v3.22.4
Cover Page - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Feb. 17, 2023
Jun. 30, 2022
Document Information      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-36097    
Entity Registrant Name GANNETT CO., INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 38-3910250    
Entity Address, Address Line One 7950 Jones Branch Drive,    
Entity Address, City or Town McLean,    
Entity Address, State or Province VA    
Entity Address, Postal Zip Code 22107-0910    
City Area Code 703    
Local Phone Number 854-6000    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 429.5
Entity Common Stock, Shares Outstanding   145,768,999  
Documents Incorporated by Reference The definitive proxy statement relating to the registrant's Annual Meeting of Stockholders for 2023 is incorporated by reference in Part III to the extent described therein.    
Amendment Flag false    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001579684    
Common Stock, par value $0.01 per share      
Document Information      
Title of 12(b) Security Common Stock, par value $0.01 per share    
Trading Symbol GCI    
Security Exchange Name NYSE    
Preferred Stock Purchase Rights      
Document Information      
Title of 12(b) Security Preferred Stock Purchase Rights    
No Trading Symbol Flag true    
Security Exchange Name NYSE    
v3.22.4
Audit Information
12 Months Ended
Dec. 31, 2022
Auditor Information [Abstract]  
Auditor Name Ernst & Young LLP
Auditor Firm ID 42
Auditor Location Tysons, VA
v3.22.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 94,255 $ 130,756
Accounts receivable, net of allowance for doubtful accounts of $16,697 and $16,470, respectively 289,415 328,733
Inventories 45,223 37,662
Prepaid expenses and other current assets 78,884 80,110
Total current assets 507,777 577,261
Property, plant and equipment, net 305,994 415,384
Operating lease assets 233,322 271,935
Goodwill 533,166 533,709
Intangible assets, net 613,358 713,153
Deferred tax assets 56,618 32,399
Pension and other assets 143,320 284,228
Total assets 2,393,555 2,828,069
Current liabilities:    
Accounts payable and accrued liabilities 351,848 357,014
Deferred revenue 153,648 184,838
Current portion of long-term debt 60,452 69,456
Other current liabilities 51,090 51,218
Total current liabilities 617,038 662,526
Long-term debt 695,642 769,446
Convertible debt 405,681 393,354
Deferred tax liabilities 1,439 28,812
Pension and other postretirement benefit obligations 50,710 71,937
Long-term operating lease liabilities 219,109 254,969
Other long-term liabilities 108,563 117,410
Total noncurrent liabilities 1,481,144 1,635,928
Total liabilities 2,098,182 2,298,454
Commitments and contingent liabilities (see Note 13)
Equity    
Preferred stock, $0.01 par value per share, 300,000 shares authorized, of which 150,000 shares are designated as Series A Junior Participating Preferred Stock, none of which were issued and outstanding at December 31, 2022 and December 31, 2021 0 0
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized; 153,286,104 shares issued and 146,223,179 shares outstanding at December 31, 2022; 144,667,389 shares issued and 142,299,399 shares outstanding at December 31, 2021 1,533 1,446
Treasury stock, at cost, 7,062,925 shares and 2,367,990 shares at December 31, 2022 and December 31, 2021, respectively (14,737) (8,151)
Additional paid-in capital 1,409,578 1,400,206
Accumulated deficit (999,401) (921,399)
Accumulated other comprehensive (loss) income (101,231) 59,998
Total Gannett stockholders equity 295,742 532,100
Noncontrolling interests (369) (2,485)
Total equity 295,373 529,615
Total liabilities and equity $ 2,393,555 $ 2,828,069
v3.22.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Trade receivables, allowance for doubtful receivables $ 16,697 $ 16,470
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock authorized (in shares) 300,000 300,000
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) 153,286,104 144,667,389
Common stock, outstanding (in shares) 146,223,179 142,299,399
Treasury stock (in shares) 7,062,925 2,367,990
Series A Junior Participating Preferred Stock    
Preferred stock authorized (in shares) 150,000 150,000
Preferred stock, outstanding (in shares) 0  
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Total operating revenues $ 2,945,303,000 $ 3,208,083,000 $ 3,405,670,000
Operating costs 1,860,353,000 1,901,564,000 2,034,272,000
Selling, general and administrative expenses 852,488,000 902,064,000 999,789,000
Depreciation and amortization 182,022,000 203,958,000 263,819,000
Integration and reorganization costs 87,974,000 49,284,000 145,731,000
Asset impairments 1,056,000 3,976,000 11,029,000
Goodwill and intangible impairments 0 0 393,446,000
(Gain) loss on sale or disposal of assets, net (6,883,000) 17,208,000 (5,680,000)
Other operating expenses 1,892,000 20,952,000 11,152,000
Total operating expenses 2,978,902,000 3,099,006,000 3,853,558,000
Operating income (loss) (33,599,000) 109,077,000 (447,888,000)
Interest expense 108,366,000 135,748,000 228,513,000
(Gain) loss on early extinguishment of debt (399,000) 48,708,000 43,760,000
Non-operating pension income (58,953,000) (95,357,000) (72,149,000)
Loss on convertible notes derivative 0 126,600,000 74,329,000
Other non-operating income, net (5,707,000) (18,701,000) (16,494,000)
Non-operating expenses 43,307,000 196,998,000 257,959,000
Loss before income taxes (76,906,000) (87,921,000) (705,847,000)
Provision (benefit) for income taxes 1,349,000 48,250,000 (33,450,000)
Net loss (78,255,000) (136,171,000) (672,397,000)
Net loss attributable to noncontrolling interests (253,000) (1,209,000) (1,918,000)
Net loss attributable to Gannett $ (78,002,000) $ (134,962,000) $ (670,479,000)
Loss per share attributable to Gannett - basic (in dollars per share) $ (0.57) $ (1.00) $ (5.09)
Loss per share attributable to Gannett - diluted (in dollars per share) $ (0.57) $ (1.00) $ (5.09)
Other comprehensive income (loss):      
Foreign currency translation adjustments $ (24,008,000) $ (604,000) $ 2,466,000
Pension and other postretirement benefit items:      
Net actuarial (loss) gain (185,282,000) 13,811,000 60,471,000
Amortization of net actuarial (gain) loss (500,000) 64,000 37,000
Change in prior service cost 0 0 (1,905,000)
Amortization of prior service cost 66,000 0 0
Other 5,283,000 (387,000) (2,108,000)
Total pension and other postretirement benefit items (180,433,000) 13,488,000 56,495,000
Other comprehensive income (loss) before tax (204,441,000) 12,884,000 58,961,000
Income tax (benefit) provision related to components of other comprehensive income (43,212,000) 3,059,000 16,990,000
Other comprehensive income (loss), net of tax [1] (161,229,000) 9,825,000 41,971,000
Comprehensive loss (239,484,000) (126,346,000) (630,426,000)
Comprehensive loss attributable to noncontrolling interests [2] (253,000) (1,209,000) (1,918,000)
Comprehensive loss attributable to Gannett (239,231,000) (125,137,000) (628,508,000)
Advertising and marketing services      
Total operating revenues 1,496,137,000 1,651,161,000 1,710,244,000
Circulation      
Total operating revenues 1,084,637,000 1,249,674,000 1,391,996,000
Other      
Total operating revenues $ 364,529,000 $ 307,248,000 $ 303,430,000
[1] (b) Other comprehensive income (loss) is net of income tax benefit of $43.2 million for the year ended December 31, 2022 and net of income tax provision of $3.1 million and $17.0 million for the years ended December 31, 2021 and 2020, respectively.
[2] (a) For the year ended December 31, 2022, there were no redeemable noncontrolling interests included in Net loss attributable to noncontrolling interests. For the years ended December 31, 2021 and 2020, Net loss attributable to noncontrolling interests included $1.1 million, and $1.9 million, respectively, relating to redeemable noncontrolling interests.
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]      
Net loss attributable to redeemable noncontrolling interests $ 0.0 $ (1.1) $ (1.9)
v3.22.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating activities      
Net loss $ (78,255,000) $ (136,171,000) $ (672,397,000)
Adjustments to reconcile net loss to operating cash flows:      
Depreciation and amortization 182,022,000 203,958,000 263,819,000
Share-based compensation expense 16,751,000 18,439,000 26,350,000
Non-cash interest expense 21,303,000 25,507,000 24,086,000
Provision (benefit) for deferred income taxes 2,549,000 44,970,000 (30,175,000)
(Gain) loss on sale or disposal of assets, net (6,883,000) 17,208,000 (5,680,000)
Loss on convertible notes derivative 0 126,600,000 74,329,000
(Gain) loss on early extinguishment of debt (399,000) 48,708,000 43,760,000
Asset impairments 1,056,000 3,976,000 11,029,000
Goodwill and intangible impairments 0 0 393,446,000
Pension and other postretirement benefit obligations (80,012,000) (150,824,000) (117,522,000)
Change in other assets and liabilities:      
Accounts receivables, net 44,943,000 (33,246,000) 111,506,000
Inventory (7,434,000) (2,824,000) 19,965,000
Prepaid expenses 3,244,000 5,576,000 4,078,000
Accounts payable and accrued liabilities (23,653,000) (33,457,000) (66,377,000)
Deferred revenue (30,076,000) 931,000 (19,348,000)
Other assets and liabilities (4,380,000) (11,898,000) (3,099,000)
Cash provided by operating activities 40,776,000 127,453,000 57,770,000
Investing activities      
Acquisitions, net of cash acquired (15,432,000) (125,000) 0
Purchase of property, plant, and equipment (45,376,000) (39,560,000) (36,975,000)
Proceeds from sale of real estate and other assets 83,504,000 111,765,000 196,344,000
Insurance proceeds received for damage to property 0 0 1,643,000
Change in other investing activities (572,000) (1,433,000) (876,000)
Cash provided by investing activities 22,124,000 70,647,000 160,136,000
Financing activities      
Payments of deferred financing costs (1,652,000) (21,071,000) (2,307,000)
Borrowings of long-term debt 80,000,000 1,934,940,000 0
Repayments of long-term debt (170,994,000) (2,156,046,000) (681,050,000)
Repurchase of convertible debt 0 (15,012,000) 0
Proceeds from convertible debt 0 0 497,094,000
Acquisition of noncontrolling interests (2,050,000) 0 0
Treasury stock (6,555,000) (3,244,000) (2,020,000)
Changes in other financing activities (1,616,000) (739,000) (13,059,000)
Cash used for financing activities (102,867,000) (261,172,000) (201,342,000)
Effect of currency exchange rate change on cash 1,152,000 (35,000) 1,498,000
Increase (decrease) in cash, cash equivalents and restricted cash (38,815,000) (63,107,000) 18,062,000
Cash, cash equivalents and restricted cash at beginning of year 143,619,000 206,726,000 188,664,000
Cash, cash equivalents and restricted cash at end of year $ 104,804,000 $ 143,619,000 $ 206,726,000
v3.22.4
CONSOLIDATED STATEMENTS OF EQUITY - USD ($)
$ in Thousands
Total
Common stock
Additional paid-in capital
Accumulated Other Comprehensive income (loss)
Retained earnings (accumulated deficit)
Treasury stock
Non-controlling interests
[1]
Beginning Balance (in shares) at Dec. 31, 2019   129,387,000          
Beginning Balance at Dec. 31, 2019 $ 981,356 $ 1,294 $ 1,090,694 $ 8,202 $ (115,958) $ (2,876) $ 0
Beginning Balance (in shares) at Dec. 31, 2019           395,000  
Increase (Decrease) in Stockholders' Equity              
Net income (loss) attributable to Gannett (670,479)       (670,479)    
Restricted share grants (2) $ 58 (60)        
Restricted share grants ( in shares)   5,846,000          
Restricted stock awards settled, net of withholdings (in shares)   3,585,000          
Restricted stock awards settled, net of withholdings (11,001) $ 36 (11,037)        
Other comprehensive income, net of income taxes [2] 41,971     41,971      
Share-based compensation expense 26,350   26,350        
Issuance of common stock (in shares)   677,000          
Issuance of common stock 1,621 $ 7 1,614        
Remeasurement of redeemable noncontrolling interests (3,878)   (3,878)        
Treasury stock (in shares)           349,000  
Treasury stock (2,020)         $ (2,020)  
Restricted share forfeiture (in shares)           648,000  
Restricted share forfeiture (7)   0     $ (7)  
Other activity 198   198        
Ending Balance (in shares) at Dec. 31, 2020   139,495,000          
Ending Balance at Dec. 31, 2020 364,109 $ 1,395 1,103,881 50,173 (786,437) $ (4,903) 0
Ending Balance (in shares) at Dec. 31, 2020           1,392,000  
Increase (Decrease) in Stockholders' Equity              
Net income (loss) attributable to Gannett (135,028)       (134,962)   (66)
Restricted share grants 0 $ 39 (39)        
Restricted share grants ( in shares)   3,883,000          
Restricted stock awards settled, net of withholdings (in shares)   1,072,000          
Restricted stock awards settled, net of withholdings (1,902) $ 10 (1,912)        
Other comprehensive income, net of income taxes [2] 9,825     9,825      
Share-based compensation expense 18,439   18,439        
Equity component - 2027 Notes 279,557   279,557        
Issuance of common stock (in shares)   217,000          
Issuance of common stock 138 $ 2 136        
Remeasurement of redeemable noncontrolling interests 126   126        
Treasury stock (in shares)           597,000  
Treasury stock (3,244)         $ (3,244)  
Restricted share forfeiture (in shares)           379,000  
Restricted share forfeiture (4)   0     $ (4)  
Other activity $ (2,401)   18       (2,419)
Ending Balance (in shares) at Dec. 31, 2021 142,299,399 144,667,000          
Ending Balance at Dec. 31, 2021 $ 529,615 $ 1,446 1,400,206 59,998 (921,399) $ (8,151) (2,485)
Ending Balance (in shares) at Dec. 31, 2021 2,367,990         2,368,000  
Increase (Decrease) in Stockholders' Equity              
Net income (loss) attributable to Gannett $ (78,255)       (78,002)   (253)
Acquisition of noncontrolling interests (2,050)   (4,419)       2,369
Restricted share grants 0 $ 71 (71)        
Restricted share grants ( in shares)   7,127,000          
Restricted stock awards settled, net of withholdings (in shares)   615,000          
Restricted stock awards settled, net of withholdings (1,730) $ 7 (1,737)        
Performance stock units settled, net of withholdings (in shares)   563,000          
Performance stock units settled, net of withholdings (886) $ 6 (892)        
Other comprehensive income, net of income taxes [2] (161,229)     (161,229)      
Share-based compensation expense 16,751   16,751        
Issuance of common stock (in shares)   314,000          
Issuance of common stock 138 $ 3 135        
Treasury stock (in shares)           1,568,000  
Treasury stock (6,555)         $ (6,555)  
Restricted share forfeiture (in shares)           3,127,000  
Restricted share forfeiture (31)   0     $ (31)  
Other activity $ (395)   (395)       0
Ending Balance (in shares) at Dec. 31, 2022 146,223,179 153,286,000          
Ending Balance at Dec. 31, 2022 $ 295,373 $ 1,533 $ 1,409,578 $ (101,231) $ (999,401) $ (14,737) $ (369)
Ending Balance (in shares) at Dec. 31, 2022 7,062,925         7,063,000  
[1] (a) Excludes Redeemable noncontrolling interests which are reflected in temporary equity.
[2] (b) Other comprehensive income (loss) is net of income tax benefit of $43.2 million for the year ended December 31, 2022 and net of income tax provision of $3.1 million and $17.0 million for the years ended December 31, 2021 and 2020, respectively.
v3.22.4
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]      
Income tax (benefit) provision related to components of other comprehensive income $ (43,212) $ 3,059 $ 16,990
v3.22.4
Description of business and basis of presentation
12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [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 subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. Gannett operates a scalable, data-driven media platform that aligns with consumer and digital marketing trends. We aim to be the premier source for clarity, connections, and solutions within our communities. Our mission is to provide unbiased, unique local and national content and unrivaled marketing solutions to the communities we serve. We seek to drive audience growth and engagement by delivering valuable content experiences to our consumers, while offering the unique products and marketing expertise our advertisers desire. Our strategy prioritizes the growth of highly recurring digital businesses, while maximizing the lifetime value of our legacy print business, and we expect the execution of this strategy to enable us to continue our evolution to a digitally-focused content platform.

Our current portfolio of media assets includes the USA TODAY NETWORK, which includes USA TODAY and local media organizations in 43 states in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."). We also own digital marketing services companies under the brand LocaliQ, which provide a cloud-based platform of products to enable small and medium-sized businesses to accomplish their marketing goals. In addition, our portfolio includes what we believe is the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures.

Through USA TODAY, our network of local properties, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage with it on virtually any device or platform. Additionally, the Company has strong relationships with hundreds of thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and marketing solutions product suite. The Company reports in two segments, Gannett Media and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions such as legal, human resources, accounting, analytics, finance and marketing, as well as other general business costs. A full description of our reportable segments is included in Note 14 — Segment reporting in the notes to the Consolidated financial statements.

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

Impacts of the COVID-19 pandemic

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

Basis of presentation

The Consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest.
Use of estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates.
Significant estimates inherent in the preparation of the 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 intangible assets and the mark to market of the conversion feature associated with the convertible debt.
v3.22.4
Summary of significant accounting policies
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of significant accounting policies
NOTE 2 — Summary of significant accounting policies

Cash, cash equivalents and restricted cash and Supplementary cash flow information

Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less. Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions for insurance plans.

The following table presents a reconciliation of cash, cash equivalents and restricted cash:
December 31,
In thousands 202220212020
Cash and cash equivalents$94,255 $130,756 $170,725 
Restricted cash, included in prepaid expenses and other current assets563 4,606 11,356 
Restricted cash, included in other assets9,986 8,257 24,645 
Total cash, cash equivalents and restricted cash$104,804 $143,619 $206,726 

The following table presents supplementary cash flow information, including non-cash investing and financing activities:
Year ended December 31,
In thousands 202220212020
Net cash paid (refund) for taxes, net$3,409 $(8,324)$(3,964)
Cash paid for interest86,485 103,879 218,110 
Non-cash investing and financing activities:
Accrued capital expenditures699 1,682 544 

Accounts receivable

Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company's allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends and current economic factors. The Company generally does not require collateral.

Inventories

Inventory consists principally of newsprint, which is valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out ("FIFO") method.

Property, plant, and equipment, software development costs and depreciation

Property, plant, and equipment are recorded at cost or at fair value for property, plant and equipment related to acquired businesses. Routine maintenance and repairs are expensed as incurred. Depreciation is calculated under the straight-line method over the estimated useful lives. Leasehold improvements are amortized under the straight-line method over the shorter of the lease term or estimated useful life of the asset.
We capitalize costs to develop software for internal use when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with ongoing maintenance are expensed as incurred and included in Operating costs in the accompanying Consolidated statements of operations and comprehensive income (loss).

Property, plant and equipment and software development costs are evaluated for impairment in accordance with our policy for amortizable intangible assets and other long-lived assets.

A breakout of property, plant and equipment and software is presented below:
December 31,
In thousands 20222021
Useful Lives (range)
Land$30,328 $48,389 
Buildings and improvements179,657 239,414 10 years-30 years
Machinery and equipment320,414 352,372 3 years-20 years
Furniture, fixtures and computer software(a)
124,384 101,571 3 years-10 years
Construction in progress11,733 10,138 
Total666,516 751,884 
Less: accumulated depreciation(360,522)(336,500)
Property, plant and equipment, net$305,994 $415,384 
(a)Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life of 3 to 5 years.

Depreciation expense was $86.4 million, $100.9 million, and $155.3 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Goodwill, intangible and long-lived assets

Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Indefinite-lived intangible assets consist of newspaper mastheads and finite-lived intangible assets consist of advertiser, subscriber and other customer relationships, as well as trade names, and developed technology. Newspaper mastheads are not amortized because it has been determined that the useful lives of such mastheads are indefinite. Intangible assets that have finite useful lives are amortized over those useful lives.

During the fourth quarter of 2022, the Company elected to change its annual goodwill and indefinite-lived intangible impairment assessments from June 30 to November 30 to better align with its strategic business planning process. Goodwill is tested for impairment annually and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We perform our impairment analysis on each of our reporting units. We evaluate our reporting units annually, as well as when changes in our operating structure occur. The Company has the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company elects to perform a qualitative assessment and concludes it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying value, no further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In the quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. The Company generally determines the fair value of a reporting unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value include inputs that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a specific point in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value. Significant assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected operating cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting unit exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its implied fair value.

Indefinite-lived intangible assets, which are newspaper mastheads, are tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the fair value of each group of mastheads with their carrying amount. We used a relief from royalty approach which utilizes a discounted cash flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future
operating results in determining the reporting unit fair values are consistently applied in determining the fair value of mastheads.

The Company assesses the recoverability of its long-lived assets, including property, plant and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. The evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of such asset group exceeds its fair value.

All three of our reporting units have goodwill balances. See Note 6 — Goodwill and intangible assets for a discussion of impairment charges taken on Goodwill and intangible assets in the second fiscal quarter of 2020. We had no impairments of goodwill and indefinite-lived intangible assets in 2021. We conducted our goodwill and indefinite-lived intangible asset impairment testing in the second and fourth quarters of 2022 and did not identify any impairment.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company establishes a valuation allowance if it is more likely than not that all or a portion of a deferred tax asset will not be realized. See Note 11 — Income taxes for further discussion.

We also evaluate any uncertain tax positions and recognize a liability for the tax benefit associated with an uncertain tax position if it is more likely than not that the tax position will not be sustained on examination by the taxing authorities upon consideration of the technical merits of the position. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We record a liability for uncertain tax positions taken or expected to be taken in a tax return. Any change in judgment related to the expected ultimate resolution of uncertain tax positions is recognized in earnings in the period in which such change occurs.

Fair value of financial instruments

The carrying value of the Company's cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short maturity of these instruments. A discussion of the fair value level of the Company's debt and embedded conversion option is disclosed in Note 8 — Debt. For further details surrounding our policies on fair value measurement, including the fair values of our pension plan assets, refer to Note 10 — Fair value measurement.

Deferred financing costs

Deferred financing costs consist of costs incurred in connection with debt financings and are recorded as a contra-liability in Long-term debt on the Consolidated balance sheets. Such costs are amortized using the effective interest method over the estimated remaining term of the debt. This amortization represents a component of Interest expense.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our contracts with customers sometimes include promises to transfer multiple products and services to a customer. Revenue from sales agreements that contain multiple performance obligations are allocated to each obligation based on the relative standalone selling price. We determine standalone selling prices based on observable prices charged to customers.
Advertising and Marketing Services Revenues

The Company generates Print advertising revenues primarily by delivering advertising in its national publication, USA TODAY, and in its local publications including newspapers. Advertising revenues are categorized as local retail, local classified, online, and national. Print advertising revenue is recognized upon publication of the advertisement.

Digital advertising and marketing revenues are generated primarily by online marketing products provided by our DMS segment. The Company enters into agreements for products in which our clients typically pay in advance and on a monthly basis. These prepayments include all charges for the included technology and any media services, management, third-party content, and other costs and fees, all of which are accounted for as a single performance obligation. Revenue is then recognized as we purchase and deliver media on behalf of the customer and perform other marketing-related services.

For our Advertising and marketing services revenues, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) by performing analyses regarding whether we control the provision of specified goods or services before they are transferred to our customers. We report Advertising and marketing services revenues gross when we control advertising inventory before it is transferred to the customer. Our control is evidenced by us being primarily responsible or sharing responsibility for the fulfillment of services and maintaining control over transaction pricing. We recognize revenue when the performance obligation is satisfied.

Circulation Revenues

Circulation revenues are derived from print and digital subscriptions as well as single copy sales at retail stores, vending racks and boxes. Circulation revenues from subscribers are generally billed to customers at the beginning of the subscription period and are typically recognized over the subscription period as the performance obligations are delivered. The term of customer subscriptions normally ranges from one to twelve months. Circulation revenues from single-copy income are recognized based on the date of publication.

Other Revenues

The Company provides commercial printing services to third parties as a means to generate incremental revenue and utilize excess printing capacity. Customers consist primarily of other publishers that do not have their own printing presses and do not compete with other Gannett publications. The Company also prints other commercial materials, including flyers, business cards and invitations. Revenue is generally recognized upon delivery. In addition, the Company generates revenues from its events and promotions business. Revenues are generated primarily through ticket sales, endurance events and race management services. Revenue is generally recognized when the event occurs.

Practical Expedients and Exemptions

The Company generally expenses sales commissions or other costs to obtain contracts when incurred because the amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses.

The Company does not disclose unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

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 to twelve months in accordance with the terms of the subscriptions.

The Company's payment terms vary by the type and location of the customer and the products or services offered. The period between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. The majority of our subscription customers are billed and pay on monthly terms.
Advertising costs

Advertising costs are expensed in the period incurred. The Company incurred total advertising expenses for the years ended December 31, 2022, 2021, and 2020 of $56.8 million, $45.3 million, and $50.0 million, respectively.

Pension and postretirement liabilities

Pension and other postretirement benefit costs under our defined benefit retirement plans are actuarially determined. For plans with frozen benefits, we recognize the cost of postretirement benefits such as pension, medical, and life insurance benefits on an accrual basis over the average life expectancy of employees expected to receive such benefits. For active plans, costs are recognized over the estimated average future service period. We also recognize liabilities associated with the withdrawal from multiemployer pension plans. See Note 9 — Pensions and other postretirement benefit plans for further details.

Share-based compensation

Share-based payments to employees and the Board of Directors, including grants of stock options and restricted stock, are recognized in the Consolidated financial statements over the service period (generally the vesting period) based on fair values measured on grant dates, less forfeitures. The Company accounts for forfeitures as they occur.

Self-insurance liability accruals

The Company maintains self-insured medical and workers' compensation programs. The Company purchases stop loss coverage from third parties, which limits our exposure to large claims. The Company records a liability for healthcare and workers' compensation costs during the period in which they occur, including an estimate of incurred but not reported claims.

Concentration of risk

Due to the distributed nature of our operations, we are not subject to significant concentrations of risk relating to customers, products, or geographic locations. Our foreign revenues, principally from businesses in the U.K. at our Gannett Media segment and international operations at our DMS segment, were approximately $274.3 million for the year ended December 31, 2022. Our long-lived assets in foreign countries, principally in the U.K. and international operations at our DMS segment, totaled approximately $143.2 million at December 31, 2022.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease assets, Other current liabilities, and Long-term operating lease liabilities on our Consolidated balance sheets. Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The rates implicit within the Company's leases are generally not determinable; therefore, the Company uses judgment to determine the incremental borrowing rate used to calculate the present value of lease payments. The incremental borrowing rate is determined using our credit rating and information available related to similar terms and payments as of the commencement date. ROU assets are assessed for impairment in accordance with the Company's accounting policy for long-lived assets.

Our lease terms include options to extend or terminate. The period which is subject to an option to extend the lease is included in the lease term if it is reasonably certain that the option will be exercised. The period which is subject to an option to terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

For all material classes of leased assets, we do not separate lease components from non-lease components, and account for both components as a single lease component. For certain equipment leases, we apply a portfolio approach to account for the operating lease ROU assets and liabilities.
Accounts payable and accrued liabilities

A breakout of Accounts payable and accrued liabilities is presented below:
December 31,
In thousands 20222021
Accounts payable$189,094 $157,257 
Compensation87,937 107,585 
Taxes (primarily property, sales, and payroll taxes)11,940 26,042 
Benefits21,942 21,056 
Interest6,162 7,577 
Other34,773 37,497 
Accounts payable and accrued liabilities$351,848 $357,014 

Loss contingencies

We are subject to various legal proceedings, claims, and regulatory matters, the outcomes of which are subject to significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible, or probable and whether it can be reasonably estimated. We accrue for loss contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible, we will disclose the potential range of the loss if material and estimable.

Foreign currency translation

The statements of income of foreign operations have been translated to U.S. dollars using the average currency exchange rates in effect during the relevant period. The balance sheets have been translated using the currency exchange rates as of the end of the accounting period. The impact of currency exchange rate changes on the translation of the balance sheets are included in Comprehensive income (loss) in the Consolidated statements of operations and comprehensive income (loss) and are classified as Accumulated other comprehensive (loss) income in the Consolidated balance sheets and Consolidated statements of equity.

Recent accounting pronouncements adopted

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board (the "FASB") issued guidance, ASU 2020-04, that provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate ("LIBOR"). The guidance in ASU 2020-04 (as amended by ASU 2022-06 in December 2022) is optional and may be elected over time as reference rate reform activities occur through December 31, 2024. During the quarter ended March 31, 2022, the Company applied the optional expedient for contract modifications to the amendment of its five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "New Senior Secured Term Loan") with Citibank N.A., as collateral agent and administrative agent for the lenders. The adoption of this guidance did not have a material impact on the Consolidated financial statements.

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

In August 2020, the FASB issued new guidance, ASU 2020-06, that simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition to eliminating certain accounting models, the guidance amends the disclosures for convertible instruments and earnings-per-share guidance. It also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. The adoption of this guidance, effective January 1, 2022, did not have a material impact on the accounting for the Company's $497.1 million in aggregate principal amount of 6.0% Senior Secured Convertible Notes due 2027 issued by the Company on November 17, 2020 (the "2027 Notes"), or on the Consolidated financial statements.
Accounting for Contract Assets and Contract Liabilities from Contracts with Customers in a Business Combination

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

Disclosures by Business Entities about Government Assistance

In November 2021, the FASB issued new guidance, ASU 2021-10, that requires annual disclosures for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including: (i) information about the nature of the transactions and related accounting policy used to account for the transactions; (ii) the line items on the Consolidated balance sheets and Consolidated statements of operations and comprehensive income (loss) affected by these transactions, including amounts applicable to each line; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. The early adoption of this guidance effective January 1, 2022, did not have a material impact on the Consolidated financial statements.
v3.22.4
Revenues
12 Months Ended
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]  
Revenues
NOTE 3 — 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 Consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by revenue type. Sales taxes and other usage-based taxes are excluded from revenues. The following table presents our revenues disaggregated by source.
Year ended December 31,
In thousands202220212020
Print advertising$670,882 $792,286 $901,805 
Digital advertising and marketing services825,255 858,875 808,439 
Total advertising and marketing services1,496,137 1,651,161 1,710,244 
Circulation1,084,637 1,249,674 1,391,996 
Other364,529 307,248 303,430 
Total operating revenues$2,945,303 $3,208,083 $3,405,670 

Revenues generated from international operations comprised 9.3% and 7.7% for the years ended December 31, 2022 and 2021, respectively.

The following table presents the change in the deferred revenues balance by type of revenue:
Year ended December 31, 2022Year ended December 31, 2021
In thousandsAdvertising, marketing services and otherCirculationTotalAdvertising, marketing services and otherCirculationTotal
Beginning balance$60,665 $124,173 $184,838 $51,686 $134,321 $186,007 
Acquisition— 2,388 2,388 — — — 
Cash receipts273,308 939,473 1,212,781 289,806 990,042 1,279,848 
Revenue recognized(287,646)(958,713)(1,246,359)(280,827)(1,000,190)(1,281,017)
Ending balance$46,327 $107,321 $153,648 $60,665 $124,173 $184,838 
v3.22.4
Leases
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Leases
NOTE 4 — Leases

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

As of December 31, 2022, our Consolidated balance sheets include $233.3 million of Operating lease assets, $44.9 million of short-term operating lease liabilities included in Other current liabilities, and $219.1 million of Long-term operating lease liabilities.

The components of lease expense are as follows:
Year ended December 31,
In thousands202220212020
Operating lease cost (a)
$73,103 $80,213 $83,410 
Short-term lease cost (b)
929 886 5,663 
Variable lease cost13,002 11,464 12,808 
Net lease cost$87,034 $92,563 $101,881 
(a) Includes sublease income of $7.7 million, $6.5 million, and $3.8 million for the years ended December 31, 2022, 2021, and 2020, respectively.
(b) Excluding expenses relating to leases with a lease term of one month or less.

Supplemental information related to leases are as follows:
Year ended December 31,
In thousands, except lease term and discount rate202220212020
Cash paid for amounts included in the measurement of operating lease liabilities$79,659$81,380$86,999
Right-of-use assets obtained in exchange for operating lease obligations15,27238,13736,247
(Gain) loss on sale and leaseback transactions, net(12,249)1,9383,821
Weighted-average remaining lease term (in years)6.87.37.7
Weighted-average discount rate12.6 %12.8 %12.9 %

Future minimum lease payments under non-cancellable leases are as follows:
In thousandsYear ended December 31,
2023$71,699 
202463,835 
202553,601 
202644,153 
202737,868 
Thereafter129,586 
Total future minimum lease payments400,742 
Less: Imputed interest136,761 
Total$263,981 
v3.22.4
Accounts receivable, net
12 Months Ended
Dec. 31, 2022
Receivables [Abstract]  
Accounts receivable, net
NOTE 5 — Accounts receivable, net

The Company performs its evaluation of the collectability of trade receivables based on customer category. For example, trade receivables from individual subscribers to our publications are evaluated separately from trade receivables related to advertising customers. For advertising trade receivables, the Company applies a "black motor formula" methodology as the baseline to calculate the allowance for doubtful accounts. The reserve percentage is calculated as a ratio of total net bad debts (less write-offs and recoveries) for the prior three-year period to total outstanding trade accounts receivable for the same three-year period. The calculated reserve percentage by customer category is applied to the consolidated gross advertising receivable balance, irrespective of aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature of the underlying trade receivables. Due to the short-term nature of our circulation receivables, the Company reserves all receivables aged over 90 days.
The following table presents changes in the allowance for doubtful accounts:
Year ended December 31,
In thousands20222021
Beginning balance$16,470 $20,843 
Current period provision9,498 6,399 
Write-offs charged against the allowance(14,333)(14,897)
Recoveries of amounts previously written-off4,567 4,109 
Other495 16 
Ending balance$16,697 $16,470 

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

For the years ended December 31, 2022 and 2021, the Company recorded $9.5 million and $6.4 million in bad debt expense, respectively, which is included in Selling, general and administrative expenses on the Consolidated statements of operations and comprehensive income (loss). The increase in bad debt expense for the year ended December 31, 2022 was due to an increase in required reserves in 2022 compared to the prior year.
v3.22.4
Goodwill and intangible assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and intangible assets NOTE 6 — Goodwill and intangible assets
Goodwill and intangible assets consisted of the following:
December 31, 2022December 31, 2021
In thousandsGross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Finite-lived intangible assets:
Advertiser relationships$445,775 $192,032 $253,743 $453,038 $153,988 $299,050 
Other customer relationships102,224 45,811 56,413 102,486 35,237 67,249 
Subscriber relationships251,083 126,899 124,184 254,162 99,905 154,257 
Other intangible assets68,780 55,932 12,848 68,690 44,291 24,399 
Sub-total$867,862 $420,674 $447,188 $878,376 $333,421 $544,955 
Indefinite-lived intangible assets:
Mastheads166,170 168,198 
Total intangible assets$613,358 $713,153 
Goodwill$533,166 $533,709 

As of December 31, 2022, the weighted average amortization periods for amortizable intangible assets are 11.1 years for advertiser relationships, 9.8 years for other customer relationships, 10.3 years for subscriber relationships, and 3.9 years for other intangible assets. The weighted average amortization period in total for all amortizable intangible assets is 10.1 years.

For the years ended December 31, 2022, 2021, and 2020, amortization expense was $95.6 million, $103.1 million, and $108.5 million, respectively.
As of December 31, 2022, estimated future amortization expense is as follows:
In thousands
2023$90,161 
202488,993 
202581,951 
202663,857 
202762,180 
Thereafter60,046 
Total$447,188 

Changes in the carrying amount of Goodwill by segment are as follows:
In thousandsGannett MediaDigital Marketing SolutionsTotal
Balance at December 31, 2020, net of accumulated impairment losses of $455,844:
$416,617 $117,471 $534,088 
Goodwill acquired in business combinations95 — 95 
Goodwill related to divestitures(341)— (341)
Foreign currency exchange rate changes(133)— (133)
Balance at December 31, 2021, net of accumulated impairment losses of $455,385:
$416,238 $117,471 $533,709 
Goodwill acquired in business combinations2,859 — 2,859 
Goodwill related to divestitures(1,147)— (1,147)
Foreign currency exchange rate changes(2,255)— (2,255)
Balance at December 31, 2022, net of accumulated impairment losses of $455,385:
$415,695 $117,471 $533,166 

As a result of the sustained decline in the Company's market capitalization and changes in the Company's long-term projections, the Company determined a triggering event had occurred that required an interim impairment assessment for all of its reporting units and indefinite lived intangible assets during the fourth quarter of 2022. In addition, during the fourth quarter of 2022, the Company elected to change its annual goodwill and indefinite-lived intangible impairment assessments from June 30 to November 30 to better align with its strategic business planning process.

The Company performed its goodwill and indefinite-lived intangible impairment assessment in the second and fourth quarters of 2022 with the assistance of third-party valuation specialists. Within the impairment analyses performed, the Company considered the current and expected future economic and market conditions and the impact on the fair value of each of the reporting units. The most significant assumptions utilized in the determination of the estimated fair values included revenue and EBITDA projections, discount rates and long-term growth rates. The long-term growth rates are dependent on various factors and could be adversely impacted by a sustained decrease in overall market growth rates, the competitive environment, relative currency exchange rates and a sustained increase in inflation, all of which the Company considered in determining the long-term growth rates used in the second and fourth quarter analyses, which ranged from 0.0% to 3.0%. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. The discount rate may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets. The Company considered these factors in determining the discount rates used in the second and fourth quarter analyses, which ranged from 13.0% to 18.0%.

For goodwill, the Company determined the fair value of each reporting unit using a combination of a discounted cash flow analysis and a market-based approach. During the second and fourth quarters of 2022, the Company compared the fair value of each reporting unit to its carrying amount, which resulted in the fair value of all the reporting units being in excess of their carrying values. While the fair value of all reporting units exceeded their respective carrying values at November 30, 2022, the excess amount of fair value over carrying value for our Domestic Gannett Media reporting unit decreased from 126% during the 2021 annual impairment test to 22% during the impairment test performed in the second quarter of 2022 and to 18% during the impairment test performed in the fourth quarter of 2022.

For mastheads, the Company applied a "relief from royalty" approach, a discounted cash flow model, reflecting current assumptions, to determine the fair value of indefinite-lived intangible assets. During the second and fourth quarters of 2022, the
Company compared the fair value of each indefinite-lived intangible asset to its carrying amount, which resulted in the fair value of each indefinite-lived intangible asset being in excess of its carrying value.

In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under ASC 360, which would require interim impairment testing. As of December 31, 2022, the Company performed an interim review of its long-lived asset groups under ASC 360 and it was determined that no impairment was present.

During 2021, there were no impairments of goodwill and indefinite-lived intangible assets.

During the second quarter of 2020, the Company recorded goodwill impairment charges of $256.5 million, $65.4 million and $40.5 million in our Domestic Gannett Media, Newsquest and Digital Marketing Solutions reporting units, respectively, and recorded indefinite-lived asset impairments of $4.0 million in both our Domestic Gannett Media and Newsquest reporting units, as a result of the annual impairment assessment. During the second quarter of 2020, the Company considered the impact of the COVID-19 pandemic on the Company's operations to be an indicator of impairment under ASC 360, and as such, the Company recorded an intangible asset impairment of $23.0 million related to advertiser and other customer relationships.

While the Company believes its judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit. The Company continually evaluates whether current factors or indicators, such as prevailing conditions in the business environment, capital markets or the economy generally, and actual or projected operating results, require the performance of an interim impairment assessment of goodwill, as well as other long-lived assets. For example, any significant shortfall, now or in the future, in advertising revenues or subscribers and/or consumer acceptance of our products could lead to a downward revision in the fair value of certain reporting units.
v3.22.4
Integration and reorganization costs and asset impairments
12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
Integration and reorganization costs and asset impairments
NOTE 7 — Integration and reorganization costs and asset impairments

Over the past several years, the Company has engaged in a series of individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations, including those of recently acquired entities. These initiatives impact all the Company's operations and can be influenced by the terms of union contracts. Costs related to these programs, which primarily include severance, facility consolidation and other restructuring-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:
Year ended December 31,
In thousands202220212020
Gannett Media$44,870 $14,529 $55,655 
Digital Marketing Solutions434 321 6,320 
Corporate and other12,310 1,621 24,322 
Total$57,614 $16,471 $86,297 

A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the Consolidated balance sheets for the years ended December 31, 2022 and 2021 is as follows:

In thousandsSeverance and related expenses
Balance at December 31, 2020
$30,943 
Restructuring provision included in integration and reorganization costs16,471 
Cash payments(34,856)
Balance at December 31, 2021
12,558 
Restructuring provision included in integration and reorganization costs57,614 
Cash payments(40,399)
Balance at December 31, 2022
$29,773 
Facility consolidation and other restructuring-related expenses

Facility consolidation and other restructuring-related expenses represent costs for consolidating operations, systems implementation, and outsourcing of corporate functions. The Company recorded facility consolidation charges and other restructuring-related costs by segment as follows:
Year ended December 31,
In thousands202220212020
Gannett Media$15,130 $1,431 $5,197 
Digital Marketing Solutions674 1,389 343 
Corporate and other (a)
14,556 29,993 53,894 
Total$30,360 $32,813 $59,434 
(a) For the year ended December 31, 2020, includes $30.4 million related to the early termination of the Company's Former Management Agreement with FIG LLC.

Accelerated depreciation
The Company incurred accelerated depreciation, a component of Depreciation and amortization expense in the Consolidated statements of operations and comprehensive income (loss) related to the shortened useful life of assets due to the closing of print facilities and sale of property primarily at the Gannett Media segment, of $12.5 million, $15.3 million, and $49.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.
v3.22.4
Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt
NOTE 8 — Debt

The Company's debt consisted of the following:
December 31, 2022December 31, 2021
In millionsPrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying valuePrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying value
New Senior Secured Term Loan$438.4 $(8.9)$(1.9)$427.6 $480.1 $(14.1)$(2.7)$463.3 
2026 Senior Notes345.2 (9.4)(7.3)328.5 400.0 (13.7)(10.7)375.6 
2027 Notes485.3 (81.2)(1.7)402.4 485.3 (93.2)(2.0)390.1 
2024 Notes
3.3 — — 3.3 3.3 — — 3.3 
Total debt$1,272.2 $(99.5)$(10.9)$1,161.8 $1,368.7 $(121.0)$(15.4)$1,232.3 
Less: Current portion of long-term debt$(60.5)$— $— $(60.5)$(69.5)$— $— $(69.5)
Non-current portion of long-term debt$1,211.7 $(99.5)$(10.9)$1,101.3 $1,299.2 $(121.0)$(15.4)$1,162.8 

New Senior Secured Term Loan

On October 15, 2021, Gannett Holdings LLC ("Gannett Holdings"), a wholly-owned subsidiary of the Company, entered into the New Senior Secured Term Loan in an original aggregate principal amount of $516.0 million 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 New Senior Secured Term Loan to provide for new incremental senior secured term loans (the "Incremental Term Loans") in an aggregate principal amount of $50 million. The Incremental Term Loans have substantially identical terms as the New Senior Secured Term Loan and are treated as a single tranche with the New Senior Secured Term Loan. The Term Loan Amendment also amended the New Senior Secured Term Loan to transition the interest rate base from London Inter-bank Offered Rate ("LIBOR") to Adjusted Term Secured Overnight Financing Rate ("SOFR") and to permit the repurchase of up to $50 million of the Company's common stock, par value $0.01 per share (the "Common Stock") under the Stock Repurchase Program (defined below in Note 12 — Supplemental equity information) consummated on or prior to December 31, 2022, in addition to capacity for Gannett Holdings to make restricted payments, including stock repurchases, currently permitted under other provisions of the New Senior Secured Term Loan and our other debt facilities, including the 2026 Senior Notes Indenture and the 2027 Notes Indenture (terms defined below). During 2022, Gannett Holdings entered into two separate amendments to the New Senior Secured Term Loan to provide for incremental senior
secured term loans totaling an aggregate principal amount of $30 million (collectively, the "Exchanged Term Loans"). The Exchanged Term Loans have substantially identical terms as the New Senior Secured Term Loan and Incremental Term Loans and are treated as a single tranche with the New Senior Secured Term Loan and the Incremental Term Loans.

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

The New Senior Secured Term Loan contains usual and customary covenants for credit facilities of this type, including a requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among other things, our ability to incur debt, grant liens, sell assets, 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 December 31, 2022, the Company was in compliance with all of the covenants and obligations under the New Senior Secured Term Loan.

As of December 31, 2022 and 2021, the New Senior Secured Term Loan was recorded at carrying value, which approximated fair value, in the Consolidated balance sheets and was classified as Level 2.

For the years ended December 31, 2022 and 2021, the Company recognized interest expense of $33.5 million and $6.0 million, respectively, and paid interest expense of $33.3 million and $6.0 million, respectively. For the years ended December 31, 2022 and 2021, the Company recognized amortization of original issue discount of $3.5 million and $0.8 million, respectively, and amortization of deferred financing costs of $0.7 million and $0.2 million, respectively. Additionally, during the years ended December 31, 2022 and 2021, the Company recognized losses on early extinguishment of debt of $2.2 million and $1.3 million, respectively, related to the write-off of original issue discount and deferred financing costs as a result of early prepayments on the New Senior Secured Term Loan.

For the year ended December 31, 2022, the Company made prepayments, inclusive of both mandatory and optional prepayments, totaling $121.7 million, which were classified as financing activities in the Consolidated statements of cash flows. As of December 31, 2022, the effective interest rate for the New Senior Secured Term Loan was 6.3%.

Senior Secured Notes due 2026

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

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

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

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

The 2026 Senior Notes Indenture limits the Company and its restricted subsidiaries' 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 December 31, 2022 and 2021, the 2026 Senior Notes were recorded at carrying value in the Consolidated balance sheets. As of December 31, 2022, the carrying value of the 2026 Senior Notes did not approximate 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 $281.7 million as of December 31, 2022 and was primarily affected by fluctuations in market interest rates.

The unamortized original issue discount and deferred financing costs will be amortized over the remaining contractual life of the 2026 Senior Notes. For the years ended December 31, 2022 and 2021, the Company recognized interest expense of $22.3 million and $5.1 million, respectively, and paid interest expense of $23.9 million for the year ended December 31, 2022. We did not make interest payments in 2021 related to the 2026 Senior Notes. For the years ended December 31, 2022 and 2021, the Company recognized amortization of original issue discount of $2.7 million and $0.6 million, respectively, and amortization of deferred financing costs of $2.1 million and $0.5 million, respectively. The effective interest rate on the 2026 Senior Notes was 7.3% as of December 31, 2022.

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 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").

In November 2021, the Company entered into separate, privately negotiated agreements with certain holders of our 2027 Notes and repurchased $11.8 million in aggregate principal amount of our outstanding 2027 Notes for $15.3 million in cash, including accrued interest. The repurchase was treated as an extinguishment of a portion of the 2027 Notes and as a result, for the year ended December 31, 2021, the Company recognized a loss on extinguishment of $0.8 million and a write-off of unamortized original issue discount of $2.3 million and an immaterial write-off of unamortized deferred financing costs. The repurchase of the 2027 Notes resulted in a $4.2 million reduction in Additional paid-in capital, net of tax, in the Consolidated balance sheets. The remaining 2027 Notes are convertible into 97.1 million shares of Common Stock, based on a conversion price of $5.00 per share.

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 is approximately 41%.

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

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

Under the 2027 Notes Indenture, the Company can only pay cash dividends up to an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such terms are defined in the 2027 Notes Indenture) does not exceed a specified ratio. In addition, the 2027 Notes Indenture provides that, at any time that the Company's 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 New Senior Secured Term Loan. The 2027 Notes are secured by the same collateral that secures the New Senior Secured Term Loan. The 2027 Notes rank as senior secured debt of the Company and are secured by a second priority lien on the same collateral package that secured the indebtedness incurred in connection with the New Senior Secured Term Loan.

The 2027 Notes Indenture includes affirmative and negative covenants, including limitations on liens, indebtedness, dispositions, loan, advances and investors, sale and leaseback transactions, restricted payments, transactions with affiliates, restrictions on dividends and other payment restrictions affecting restricted subsidiaries, negative pledges and modifications to certain agreements. The 2027 Notes Indenture also requires that 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.

Upon issuance, the 2027 Notes were separated into two components: (i) a debt component and (ii) a derivative component. At that time, we determined that the conversion option was not clearly and closely related to the economic characteristics of the 2027 Notes, nor did the conversion option meet the scope exception related to contracts in an entity’s own equity as we did not have the ability to control whether the settlement of the conversion feature, if settled in full, would be in cash or shares due to
the approval requirement to issue those shares. As a result, we concluded that the embedded conversion option must be separated from the debt liability, separately valued, and accounted for as a derivative liability.

As of December 31, 2022 and 2021, the debt component of the 2027 Notes was recorded at carrying value in the Consolidated balance sheets. The carrying value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed at inception and did not approximate fair value as of December 31, 2022. 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 $353.7 million as of December 31, 2022, and was primarily affected by fluctuations in market interest rates and the price of the Company's Common Stock.

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

As of February 26, 2021, the date of reassessment, the estimated fair value of the derivative liability for the embedded conversion feature was $316.2 million which was reported within Convertible debt in the Consolidated balance sheets. The increase in the fair value of the derivative liability of $126.6 million at the date of reassessment and reclassification to Equity was due to the increase in our stock price, partially offset by the increase in the discount rate, and was recorded in earnings for the year ended December 31, 2021. The loss due to the revaluation of the derivative is not deductible for tax purposes. The assumptions used to determine the fair value as of February 26, 2021 were:

February 26, 2021
Annual volatility70.0 %
Discount rate12.2 %
Stock price$4.95 

The fair value of the equity component is 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 December 31, 2022 and December 31, 2021, the amount of the conversion feature recorded in Additional paid-in capital was $279.6 million.

The unamortized original issue discount and deferred financing costs will be amortized over the remaining contractual life of the 2027 Notes. For the years ended December 31, 2022 and 2021, the Company recognized interest expense of $29.1 million and $29.8 million, respectively, and paid interest expense of $29.1 million and $31.0 million, respectively. For the years ended December 31, 2022 and 2021, the Company recognized amortization of original issue discount of $12.1 million and $10.9 million, respectively, and amortization of deferred financing costs of $0.3 million and $0.2 million, respectively. The effective interest rate on the liability component of the 2027 Notes was 10.5% as of both December 31, 2022 and December 31, 2021.

For the year ended December 31, 2022, no shares were issued upon conversion, exercise, or satisfaction of the required conditions. Refer to Note 12 — Supplemental equity information for details on the convertible debt's impact to diluted earnings per share under the if-converted method.

Senior Convertible Notes due 2024

The $3.3 million principal value of the remaining 4.75% convertible senior notes due 2024 (the "2024 Notes") outstanding is reported as convertible debt in the Consolidated balance sheets. The effective interest rate on the 2024 Notes was 6.05% as of December 31, 2022. As of December 31, 2022 and 2021, the 2024 Notes were recorded at carrying value, which approximated fair value, in the Consolidated balance sheets and were classified as Level 2.
Future debt obligation payments

Future debt obligation payments for the year ended December 31, are as follows:
In millionsPrincipal payments
2023$60.5 
202463.8 
202560.5 
2026602.1 
2027485.3 
Thereafter— 
Total debt obligations$1,272.2 
v3.22.4
Pensions and other postretirement benefit plans
12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Pensions and other postretirement benefit plans
NOTE 9 — 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. (the "U.K. Pension Plans"), the Newspaper Guild of Detroit Pension Plan, the George W. Prescott Publishing Company Pension Plan (the "GWP Plan") and the Times Publishing Company Defined Benefit Pension Plan (the "TPC Plan"). The GWP Plan was amended to freeze all future benefit accruals by December 31, 2008, except for a select group of union employees whose benefits were frozen in 2009, the GR Plan was amended to freeze all future benefit accruals by August 1, 2008, except for a select group of unions and the TPC Plan was frozen as of May 31, 2007, prior to the Company's acquisition of the TPC Plan.

The Company also maintains several postretirement medical and life insurance plans which cover certain employees. We also provide health care and life insurance benefits to certain retired employees who meet age and service requirements. Most of our retirees contribute to the cost of these benefits and retiree contributions are increased as actual benefit costs increase. The cost of providing retiree health care and life insurance benefits is actuarially determined. Our policy is to fund benefits as claims and premiums are paid. We use a December 31 measurement date for these plans.

The following table presents the change in the projected benefit obligation for the years ended December 31:

Pension benefitsPostretirement benefits
In thousands2022202120222021
Projected benefit obligation at beginning of period$3,003,324 $3,161,146 $64,038 $75,586 
Service cost1,754 2,064 77 89 
Interest cost71,733 68,139 1,770 1,758 
Actuarial (gain) loss(724,223)(41,239)(14,092)(7,936)
Foreign currency translation(107,930)(7,182)— — 
Benefits and expenses paid(147,640)(179,604)(4,750)(5,459)
Pension settlement(454,838)— — — 
Projected benefit obligation at end of period$1,642,180 $3,003,324 $47,043 $64,038 
The following table presents the change in the fair value of plan assets for the years ended December 31, and the plans' funded status at December 31:

Pension benefitsPostretirement benefits
In thousands2022202120222021
Fair value of plan assets at beginning of period$3,218,953 $3,225,372 $— $— 
Actual return on plan assets(792,302)130,026 — — 
Employer contributions18,140 52,161 4,750 5,459 
Pension settlement(454,838)— — — 
Benefits paid(147,640)(179,604)(4,750)(5,459)
Administrative expenses— — — — 
Foreign currency translation(121,503)(9,002)— — 
Fair value of plan assets at end of period$1,720,810 $3,218,953 $— $— 
Funded status at end of period78,630 215,629 (47,043)(64,038)
Unrecognized actuarial (gain) loss118,914 (75,280)(16,154)(2,652)
Unrecognized prior service cost1,561 1,894 — — 
Net prepaid (accrued) benefit cost199,105 142,243 (63,197)(66,690)

Amounts recognized in the Consolidated balance sheets at December 31, are listed below:
Pension benefitsPostretirement benefits
In thousands2022202120222021
Other assets$87,909 $229,585 $— $— 
Accounts payable and accrued liabilities332 332 5,280 5,725 
Pension and other postretirement benefit obligations8,947 13,624 41,763 58,313 
Accumulated other comprehensive (loss) income(120,475)73,386 16,154 2,652 
Net prepaid (accrued) benefit cost$199,105 $142,243 $(63,197)$(66,690)

Accumulated pension benefit obligations were $1.6 billion and $3.0 billion as of December 31, 2022 and 2021, respectively. For the Funded plans, the fair value of plan assets exceeds the projected benefit obligation and accumulated benefit obligation. For the Underfunded plans, the projected benefit obligation and accumulated benefit obligation exceed the fair value of plan assets. Information about funded and unfunded pension plans at December 31:

Funded plansUnderfunded plans
In thousands2022202120222021
Projected benefit obligation$1,584,658 $2,927,968 $57,522 $75,356 
Accumulated benefit obligation1,583,793 2,925,870 57,522 75,356 
Fair value of plan assets1,672,568 3,157,553 48,242 61,400 

Net periodic benefit cost and amounts recognized in Other comprehensive income (loss)

The combined net pension and postretirement benefit recognized in the Consolidated statements of operations and comprehensive income (loss) was $57.1 million, $93.2 million and $69.4 million for the years ended December 31, 2022, 2021, and 2020, respectively.
The following table presents the components of net periodic benefit expense (benefit) at December 31, 2022, 2021 and 2020:
Pension benefitsPostretirement benefits
In thousands202220212020202220212020
Components of net periodic benefit cost:
Operating expenses:
Service cost - benefits earned during the period$1,754 $2,064 $2,618 $77 $89 $105 
Non-operating expenses:
Interest cost on benefit obligations71,733 68,139 82,581 1,770 1,758 2,315 
Expected return on plan assets(131,295)(165,390)(157,082)— — — 
Amortization of actuarial loss (gain)89 152 102 (589)(88)(65)
Amortization of prior service costs66 — — — — — 
Pension settlement gain(727)— — — — — 
Other adjustment— 72 — — — — 
Total non-operating (benefit) expense(60,134)(97,027)(74,399)1,181 1,670 2,250 
Total (benefit) expense for retirement plans$(58,380)$(94,963)$(71,781)$1,258 $1,759 $2,355 
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss):
Net actuarial loss (gain)$199,374 $(5,875)$(67,119)$(14,092)$(7,936)$6,648 
Amortization of net actuarial (loss) gain(89)(152)(102)589 88 65 
Change in prior service cost— — 1,905 — — — 
Amortization of prior service costs(66)— — — — — 
Other adjustment(5,283)387 2,108 — — — 
(Gain) loss recognized in Other comprehensive income (loss)$193,936 $(5,640)$(63,208)$(13,503)$(7,848)$6,713 

Assumptions

The following assumptions were used in connection with the Company's actuarial valuation of its pension plans and postretirement benefit obligations at December 31:
 Pension benefitsPostretirement benefits
2022202120222021
Weighted average discount rate5.4 %2.6 %5.7 %3.0 %
Rate of increase in future compensation levels (a)
2.0 %2.0 %N/AN/A
Current year medical trendN/AN/A6.5 %6.0 %
Ultimate year medical trendN/AN/A4.5 %4.5 %
Year of ultimate trendN/AN/A20312028
(a) Relates only to the Newspaper Guild of Detroit defined benefit pension plans.

The following assumptions were used to calculate the net periodic benefit cost for the Company's pension plans and postretirement benefit obligations at December 31, 2022, 2021 and 2020:

 Pension benefitsPostretirement benefits
202220212020202220212020
Weighted average discount rate3.8 %2.2 %2.9 %3.0 %2.6 %3.3 %
Rate of increase in future compensation levels (a)
2.0 %2.0 %2.0 %N/AN/AN/A
Weighted average expected return on assets4.8 %5.3 %5.8 %N/AN/AN/A
Current year medical trendN/AN/AN/A6.0 %6.0 %6.0 %
Ultimate year medical trendN/AN/AN/A4.5 %4.5 %4.5 %
Year of ultimate trendN/AN/AN/A202820282025
(a) Relates only to the Newspaper Guild of Detroit defined benefit pension plans.
To determine the expected long-term rate of return on pension plan assets, the Company considers the current and expected asset allocations as well as historical and expected returns on various categories of plan assets, input from the actuaries and investment consultants, and long-term inflation assumptions. The expected allocation of pension plan assets is based on a diversified portfolio consisting of domestic and international equity securities and fixed income securities. This expected return is then applied to the fair value of plan assets. The Company amortizes experience gains and losses, including the effects of changes in actuarial assumptions and plan provisions, over a period equal to the average future service of plan participants or over the average remaining life expectancy of inactive participants. The Company updates the estimates used to measure the defined benefit pension assets and obligations annually or upon a remeasurement event.

The fiduciaries of the pension plans set investment policies and strategies for the pension trusts. Objectives include preserving the funded status of the plan and balancing risk against return.

The weighted average target asset allocation of our plans for 2023 and allocations at the end of 2022 and 2021, by asset category, are presented in the table below:
Target allocationAllocation of plan assets
 202320222021
Equity securities21%16%21%
Debt securities63%60%65%
Alternative investments(a)
16%24%14%
Total100%100%100%
(a)Alternative investments include real estate, private equity and hedge funds.

Purchase of Pension Annuity Contract

On August 31, 2022, Gannett Media Corp., a wholly-owned subsidiary of the Company, as sponsor of the GR Plan, entered into an agreement pursuant to which the GR Plan used a portion of its assets to purchase annuities from two insurance companies (the "Insurers") and transferred approximately $450 million of the GR Plan's pension liabilities and related pension assets. As of August 31, 2022, this agreement irrevocably transferred to the Insurers future GR Plan benefit obligations for certain U.S. retirees and beneficiaries ("Participants") beginning with payments due to the Participants on November 1, 2022 (the "Effective Date") and Gannett Media Corp. has no financial responsibility for the Participants' benefits on or after such date. As of the Effective Date, the Insurers assumed responsibility for administrative and customer service support, including distribution of payments to the Participants. Participants' benefits were not reduced as a result of this transaction. As a result of this transaction, we were required to remeasure the related plan benefit obligations and assets as of August 31, 2022 reflecting the use of an updated discount rate. The plan remeasurement resulted in a decrease of $99.9 million to our net funded pension obligation, which included a decrease in benefit obligation of $281.8 million (primarily due to an increase in the discount rate from 2.95% at January 1, 2022 to 5.05%) and an incremental decrease in plan assets of $381.7 million. In addition, we recognized a noncash pension settlement gain of $0.7 million ($0.5 million after tax) for the GR Plan for the year ended December 31, 2022, which represented the accelerated recognition of actuarial gains that were included in accumulated other comprehensive income (loss) within stockholders' equity.

Contributions

We are contractually obligated to contribute to our pension and postretirement benefit plans. During the year ended December 31, 2022, we contributed $18.1 million and $4.8 million to our pension and other postretirement plans, respectively. Additionally, in response to the COVID-19 pandemic, our GR Plan in the U.S. deferred certain contractual contributions and negotiated a contribution payment plan of $5.0 million per quarter from December 31, 2020 through the end of June 30, 2022. Beginning with the quarter ended December 31, 2022, and ending with the quarter ending September 30, 2024, the GR Plan's appointed actuary will certify the GR Plan's funded status for each quarter (the "Quarterly Certification") in accordance with U.S. GAAP. If the GR Plan 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.

Future contributions to our pension and postretirement benefit plans, which we are contractually obligated to contribute, are estimated to be $6.7 million in 2023. Contributions beyond 2023 are not estimated due to uncertainties regarding significant assumptions involved in estimating these contributions, such as interest rate levels, as well as the amount and timing of invested
asset returns. These future contributions do not include additional contributions which may be required to meet IRS minimum funding standards as these contributions are subject to uncertainties regarding significant assumptions involved in their estimation such as interest rate levels as well as the amount and timing of invested asset returns.

Estimated Future Benefit Payments

We estimate making the following benefit payments, which reflect expected future service:
In thousands Pension benefitsPostretirement benefits
2023$137,927 $5,428 
2024137,563 5,205 
2025136,113 4,962 
2026134,499 4,700 
2027133,066 4,448 
Thereafter570,451 18,641 

The amounts above exclude the participants' share of the benefit cost. We expect no subsidy benefits for 2023 and beyond.

Multiemployer plans

The Company is a participant in six multiemployer pension plans covering certain employees with collective bargaining agreements ("CBAs"). The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

The Company plays no part in the management of plan investments or any other aspect of plan administration;
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and
If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans in an amount based on the unfunded status of the plan, referred to as withdrawal liability.

The Company's participation in these plans for the year ended December 31, 2022, is outlined in the table below. The "EIN/Pension Plan Number" column provides the Employee Identification Number ("EIN") and the three-digit plan number. Unless otherwise noted, the two most recent Pension Protection Act zone statuses available are for the plans for the years ended December 31, 2022, and 2021, respectively. The zone status is based on information the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded; plans in the orange zone are both (i) less than 80% funded and (ii) have an accumulated/expected funding deficiency in any of the next six plan years, net of any amortization extensions; plans in the yellow zone meet either one of the criteria mentioned in the orange zone; and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan ("FIP") or a rehabilitation plan ("RP") is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. The Company makes all required contributions to these plans as determined under the respective CBAs. For each of the plans listed below, the Company's contribution represented less than 5% of total contributions to the plan.
EIN/Plan number
Zone status
Year Ended
FIP/RP status
pending/implemented
Contributions (In thousands)
Surcharge imposedExpiration dates of CBAs
Pension Plan NameDecember 31, 2022December 31, 2021202220212020
CWA/ITU Negotiated Pension Plan13-6212879/001RedRedImplemented$276 $369 $393 NoMarch 30, 2024 and April 25, 2024
GCIU—Employer Retirement Benefit Plan(a)
91-6024903/001RedRedImplemented42 63 89 No4/25/2024
The Newspaper Guild International Pension Plan(a)
52-1082662/001RedRedImplemented15 12 92 No10/6/2021
IAM National Pension Plan(a) (b)
51-6031295/002RedRedImplemented177 188 173 NoJanuary 6, 2024 and January 8, 2024
Teamsters Pension Trust Fund of Philadelphia and Vicinity(a)
23-1511735/001Green as of Apr. 29, 2022YellowN/A1,249 1,098 1,218 N/A6/2/2022
Central Pension Fund of the International Union of Operating Engineers and Participating Employers(a)
36-6052390/001GreenGreen as of Jan. 31, 2021N/A56 59 59 N/A1/9/2024
Total$1,815 $1,789 $2,024 
(a)This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010.
(b)The trustees of this plan have voluntarily elected to put the fund in critical status to strengthen its funding position.

As of December 31, 2022, the total unpaid balance for the Company's withdrawal liabilities was approximately $44.9 million, which are payable over 16.2 years.

Defined contribution plans

Employees are immediately eligible to participate in the Gannett Media Corp. 401(k) Savings Plan (the "Gannett 401(k) Plan") and can elect to save up to 75% of compensation on a pre-tax basis, subject to IRS limitations. Effective January 1, 2021, employees covered under collective bargaining agreements are eligible to participate in the Gannett 401(k) Plan only if participation has been bargained, unless previously eligible in the New Media Investment Group Inc. Retirement Savings Plan (the "New Media 401(k) Plan"). The plan's matching formula is 100% of the first 4% of employee contributions and 50% on the next 2% of employee contributions. Matching contributions to the Gannett 401(k) Plan, with the exception of certain employees covered under collective bargaining agreements, were suspended in August 2020. Beginning on July 4, 2021 or July 5, 2021 (as applicable) matching contributions to the Gannett 401(k) Plan were reinstated with eligible pay. In addition, in October 2022, matching contributions to the Gannett 401(k) Plan, with the exception of certain employees covered under collective bargaining agreements, were suspended and have not resumed. For the years ended December 31, 2022, 2021, and 2020, the Company's matching contributions were $13.5 million, $8.2 million and $16.0 million, respectively.
v3.22.4
Fair value measurement
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair value measurement
NOTE 10 — 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 December 31, 2022, and 2021, 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 Consolidated balance sheets at carrying value. Refer to Note 8 — 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) 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 had assets held for sale of $8.4 million and $3.5 million as of December 31, 2022 and 2021, respectively. Any resulting asset impairment from the Company's annual goodwill and indefinite-lived intangible impairment assessment 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 6 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment.

The following table sets forth by level, within the fair value hierarchy, the fair values of assets related to the following pension plans: the (i) GWP Plan, (ii) TPC Plan, (iii) GR Plan, (iv) U.K. Pension Plans and (v) Newspaper Guild of Detroit Pension Plan as of December 31, 2022:

Pension Plan Assets and Liabilities as of December 31, 2022
In thousandsLevel 1Level 2Level 3Total
Assets:
Cash and cash equivalents$11,133 $2,392 $— $13,525 
Corporate common stock111,351 — — 111,351 
Corporate and government bonds— 246,555 — 246,555 
Real estate— — 132,593 132,593 
Interest in common/collective trusts:
Equities23,762 252,718 — 276,480 
Fixed income19,078 613,986 — 633,064 
Interest in 103-12 investment entities— — — — 
Partnership/joint venture interests— — 166,184 166,184 
Hedge funds— — 63,054 63,054 
Other assets— — 
Total plan assets at fair value excluding those measured at NAV165,324 1,115,651 361,833 1,642,808 
Instruments measured at NAV using the practical expedient:
Real estate funds12,415 
Interest in common/collective trusts:
Equities— 
Fixed income21,547 
Partnerships/joint ventures48,927 
Total plan assets at fair value$1,725,697 
Liabilities:
Other liabilities$(2,381)$(498)$(2,008)$(4,887)
Total plan liabilities at fair value$(2,381)$(498)$(2,008)$(4,887)

The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets for the year ended December 31, 2022:
Actual return on plan 
assets
In thousandsBalance at
beginning
of year
Relating to assets still held at report dateRelating to assets sold during the periodPurchasesSalesSettlementsBalance at
end of 
year
Assets:
Real estate
$150,589 $(29,890)$— $18,819 $(6,925)$— $132,593 
Partnership/joint venture interests
186,817 (9,315)— 37,712 (31,648)(17,382)166,184 
Hedge funds
100,828 2,226 — — — (40,000)63,054 
Other assets— — — — — 
Total assets$438,236 $(36,979)$— $56,531 $(38,573)$(57,382)$361,833 
Liabilities:
Other liabilities$2,008 $— $— $— $— $— $2,008 
There were no transfers between Levels 1 and 2 for the year ended December 31, 2022.

The following table sets forth by level, within the fair value hierarchy, the fair values of assets and liabilities related to the following pension plans: the (i) GWP Plan, (ii) TPC Plan, (iii) GR Plan, (iv) U.K. Pension Plans and (v) the Newspaper Guild of Detroit Pension Plan as of December 31, 2021:

Pension Plan Assets and Liabilities as of December 31, 2021
In thousandsLevel 1Level 2Level 3Total
Assets:
Cash and cash equivalents$21,829 $4,187 $— $26,016 
Corporate common stock293,563 — — 293,563 
Corporate and government bonds— $337,785 — 337,785 
Real estate— $— 150,589 150,589 
Interest in common/collective trusts:
Equities30,633 463,362 — 493,995 
Fixed income23,943 1,388,978 — 1,412,921 
Interest in 103-12 investment entities— 75,481 — 75,481 
Partnership/joint venture interests— — 186,817 186,817 
Hedge funds— — 100,828 100,828 
Other assets— — 
Total plan assets at fair value, excluding those measured at NAV$369,968 $2,269,793 $438,236 $3,077,997 
Assets measured at NAV using the practical expedient:
Real estate funds11,856 
Interest in common/collective trusts:
Equities26,884 
Fixed income52,074 
Partnership/joint venture interests53,009 
Total plan assets at fair value$3,221,820 
Liabilities:
Other liabilities$(361)$(498)$(2,008)$(2,867)
Total plan liabilities at fair value$(361)$(498)$(2,008)$(2,867)

The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets and liabilities for the year ended December 31, 2021:
Actual return on plan 
assets
In thousandsBalance at
beginning
of year
Relating to assets still held at report dateRelating to assets sold during the periodPurchasesSalesSettlementsBalance at
end of 
year
Assets:
Real estate
$125,929 $17,874 $— $9,082 $(2,296)$— $150,589 
Partnership/joint venture interests
174,789 7,607 — 35,964 (26,339)(5,204)186,817 
Hedge funds
113,850 6,978 — — — (20,000)100,828 
Other assets— — — — — 
Total assets$414,570 $32,459 $— $45,046 $(28,635)$(25,204)$438,236 
Liabilities:
Other liabilities$2,008 $— $— $— $— $— $2,008 

There were no transfers between Levels 1 and 2 for the year ended December 31, 2021.

Valuation methodologies used for pension plan assets and liabilities measured at fair value are as follows:
Corporate common stock is valued primarily at the closing price reported on the active market on which the individual securities are traded;
Investments in direct real estate have been valued by an independent qualified valuation professional in the U.K. using a valuation approach that capitalizes any current or future income streams at an appropriate multiplier. Investments in real estate funds are mainly valued utilizing the net asset valuations provided by the underlying private investment companies or through proprietary models with varying degrees of complexity;
Interests in common/collective trusts and interests in 103-12 investments are primarily equity and fixed income investments valued using net asset values provided by the administrator of the underlying fund available daily to the Company. Unit price of common/collective trusts are often based on underlying investments, which are traded on an active market. Where daily net asset values are not provided, interests in common/collective trusts and interests in 103-12 investments are valued either through the use of a net asset value as provided monthly by the fund family or fund company or through proprietary models with varying degrees of complexity. Shares in the common/collective trusts are generally redeemable upon request;
Investments in partnerships and joint venture interests classified in Level 3 are valued based on an assessment of each underlying investment, considering items such as expected cash flows, changes in market outlook and subsequent rounds of financing. These investments are included in Level 3 of the fair value hierarchy because exit prices tend to be unobservable and reliance is placed on the above methods. Most of the partnerships are general leveraged buyout funds, others include a venture capital fund, a fund formed to invest in special credit opportunities, an infrastructure fund and a real estate fund. Interest in partnership investments could be sold on the secondary market but cannot be redeemed. Instead, distributions are received as the underlying assets of the funds are liquidated. As of both December 31, 2022 and 2021, there were $4.0 million in unfunded commitments related to partnership/joint venture interests. One of the Plan's investments in partnerships and joint venture interests represents a limited partnership commingled fund valued using the net asset value as reported by the fund manager;
Corporate bonds are a type of debt security issued by a corporation and are primarily valued using trades or quotes in secondary markets for that specific issue or similar security; and
Investments in hedge funds consist of hedge funds whose strategy is to produce a return uncorrelated with market movements. This fund is classified as a Level 3 because its valuation is derived from unobservable inputs and a proprietary assessment of the underlying investments. Shares in the hedge funds are generally redeemable twice a year or on the last business day of each quarter with at least 60 days written notice subject to a potential 5% holdback.
We review appraised values, audited financial statements and additional information to evaluate fair value estimates from our investment managers and/or fund administrator.
v3.22.4
Income taxes
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income taxes
NOTE 11 — Income taxes

The components of Loss before income taxes consist of the following:
Year ended December 31,
In thousands202220212020
Domestic$(121,840)$(152,796)$(646,795)
Foreign44,934 64,875 (59,052)
Total$(76,906)$(87,921)$(705,847)

The Provision (benefit) for income taxes consists of the following:
Year ended December 31,
In thousands202220212020
Current:
Federal$(3,579)$579 $(6,896)
State and local804 1,180 1,877 
Foreign1,575 1,521 1,744 
Total current(1,200)3,280 (3,275)
Deferred:
Federal(692)27,842 (20,832)
State and local(5,868)1,663 (12,064)
Foreign9,109 15,465 2,721 
Total deferred2,549 44,970 (30,175)
Provision (benefit) for income taxes$1,349 $48,250 $(33,450)
The Provision (benefit) for income taxes varies from the federal statutory tax rate as a result of the following differences:
Year ended December 31,
202220212020
Federal statutory tax rate21.0 %21.0 %21.0 %
(Increase) decrease in taxes resulting from:
State and local income taxes, net of federal benefit6.0 (3.0)1.4 
Debt refinancing— (30.2)(2.5)
Change in valuation allowance(30.9)(40.6)(9.2)
Non-deductible meals, entertainment, and other expenses(0.5)(2.3)(0.3)
Capital loss carryforward— (1.6)— 
PPP Loan forgiveness— 3.8 — 
Global intangible low-taxed income(4.6)(5.8)— 
Branch income1.2 1.6 0.1 
Profit on non-qualifying land and buildings0.1 2.4 (0.1)
Uncertain tax positions(2.6)(8.6)(1.0)
Deduction for interest expense8.5 8.4 0.9 
Transaction costs— — (0.1)
Goodwill Impairment— — (5.5)
Effective tax rate(1.8)%NM4.7 %
NM indicates not meaningful.

Our effective tax rate for the year ended December 31, 2022 was a negative 1.8%. The tax provision was primarily impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion, the release of uncertain tax positions in the U.S., and the reduction in the blended state tax rate, which were offset by the tax benefit of the pre-tax book loss.

Our effective tax rate for the year ended December 31, 2021 was not meaningful given the income tax provision associated with a loss before income taxes. The tax provision was primarily impacted by the derivative revaluation, which is nondeductible for federal tax purposes, the creation of valuation allowances on non-deductible interest expense carryforwards, and deemed income from global intangible low-taxed income inclusion, offset by the change in the deferred tax rate from 19% to 25% in the U.K. and the income tax impact of Paycheck Protection Program ("PPP") loan forgiveness.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"), which includes, among other provisions, changes to the U.S. corporate income tax system, including a 15% minimum tax based on "average adjusted financial statement income" exceeding $1 billion for any three consecutive years preceding the tax year and a 1% excise tax on net repurchases of stock in excess of $1 million after December 31, 2022. We do not anticipate a material financial impact from the Inflation Reduction Act during 2023.
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are presented below:
December 31,
In thousands20222021
Deferred tax liabilities:
Fixed assets$(13,850)$(16,350)
Right of use asset(61,366)(80,033)
Convertible debt(22,808)(27,567)
Pension and other postretirement benefit obligations— (24,900)
Definite and indefinite lived intangible assets(32,197)(50,738)
Total deferred tax liabilities$(130,221)$(199,588)
Deferred tax assets:
Accrued compensation costs15,507 12,796 
Accrued liabilities15,837 15,760 
Disallowed interest103,012 83,370 
Goodwill6,605 12,624 
Pension and other postretirement benefit obligations7,671 — 
Partnership investments 4,491 301 
Loss carryforwards248,516 255,874 
Lease liabilities61,511 72,728 
Other22,309 24,065 
Total deferred tax assets$485,459 $477,518 
Less: Valuation allowances(300,059)(274,343)
Total net deferred tax assets$185,400 $203,175 
Net deferred tax assets (liabilities)$55,179 $3,587 

In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. During the year ended December 31, 2022, the Company recorded $25.7 million of valuation allowances against its deferred tax assets. The net increase in the valuation allowance of $25.7 million is primarily due to changes in the U.S. disallowed interest expense carryforward of $19.6 million, an increase of $12.4 million related to acquisitions, a decrease related to currency translation adjustment of $5.0 million and other decreases in the valuation allowance of $1.3 million. The Company considered all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets was needed. The Company reached the conclusion it was appropriate to record a valuation allowance against a portion of its federal deferred tax assets in light of available evidence. We relied on evidence shown by reversing taxable temporary differences, as well as expectations of future taxable income with the appropriate tax character. During the year ended December 31, 2021, the Company recorded an additional $23.4 million of valuation allowances against its deferred tax assets. The increase in valuation allowance relates to non-deductible interest expense and capital loss carryforwards. The Company continues to maintain its existing valuation allowance against net deferred tax assets in many of its state and foreign jurisdictions as it is not believed to be more likely than not that its deferred tax assets will be realized in such jurisdictions.

The following table summarizes the activity related to our valuation allowance for deferred tax assets for the year ended December 31, 2022 (In thousands):
Balance at beginning of periodAdditions/(reductions) charged to expensesAdditions/(reductions) for acquisitions/dispositionsOther additions to (deductions from) reservesForeign currency translationBalance at end of period
$274,343 $18,347 $12,389 $— $(5,020)$300,059 

The aforementioned valuation allowance relates to unamortizable intangible assets, nondeductible interest expense carryforwards, capital losses, state and foreign net operating losses and other tax attributes.
As of December 31, 2022, the Company had $561.5 million of Federal net operating loss ("NOL") carryforwards, $430.5 million of Federal disallowed business interest expense carryforwards, $1.041 billion of apportioned state NOL carryforwards and $235.0 million of foreign net NOL carryforwards. Additionally, as of December 31, 2022, the Company had $5.6 million of other business tax credits, $0.3 million of foreign tax credits, $5.0 million of state credits and $41.6 million of foreign capital loss carryforwards. The Federal NOL carryforwards begin to expire in 2032 and the state NOL carryforwards began to expire in 2023. The foreign NOLs begin to expire in 2030. The tax credits begin to expire in 2023. A portion of the NOL's are subject to the limitations of the Internal Revenue Code Section 382. This section provides limitation on the availability of NOL carryforwards to offset its income if a corporation undergoes an "ownership change", generally defined as a greater than 50% change in its equity ownership over a three-year period. The most recent analysis of our historical ownership change was completed through December 31, 2022. Based on the analysis, we do not anticipate a current limitation on tax attributes.

The following table summarizes the activity related to unrecognized tax benefits, excluding the federal tax benefit of state tax deductions:
Year ended December 31,
In thousands202220212020
Change in unrecognized tax benefits:
Balance at beginning of year$46,082 $40,885 $34,074 
Additions based on tax positions related to the current year5,411 6,574 6,617 
Additions for tax positions of prior years— 607 1,611 
Reductions for tax positions of prior years(2,664)(1,984)(1,417)
Reductions due to lapsed statutes of limitations(2,264)— — 
Foreign currency translation(2,868)— — 
Balance at end of year$43,697 $46,082 $40,885 

At December 31, 2022, the Company's uncertain tax positions of $43.3 million, if recognized, would impact the effective tax rate. It is reasonably possible that further adjustments to our unrecognized tax benefits may be made within the next twelve months due to audit settlements and regulatory interpretations of existing tax laws. At this time, an estimate of potential change to the amount of unrecognized tax benefits cannot be made. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. At December 31, 2022 and 2021, the accrual for uncertain tax positions included $3.9 million and $3.7 million of interest and penalties, respectively.

The Company files a federal consolidated income tax return for which the statute of limitations remains open for the 2019 tax year and subsequent years. U.S. state jurisdictions have statute of limitations generally ranging from 3 to 6 years. The federal income tax returns for calendar years 2015-2017 for Legacy Gannett are under federal audit. The U.K. income tax returns for calendar years 2018-2020 for Newsquest Capital Ltd. are under audit. The statute of limitations for the Company's U.K. income tax return remains open for tax years for 2020 and forward.
v3.22.4
Supplemental equity information
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Supplemental equity information
NOTE 12 — Supplemental equity information

Loss per share

The following table sets forth the information to compute basic and diluted loss per share:
Year ended December 31,
In thousands, except per share data202220212020
Net loss attributable to Gannett$(78,002)$(134,962)$(670,479)
Basic weighted average shares outstanding136,903 134,783 131,742 
Diluted weighted average shares outstanding136,903 134,783 131,742 
The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive:
Year ended December 31,
In thousands202220212020
Warrants845 845 845 
Stock options6,068 6,068 6,068 
Restricted stock grants (a)
8,616 9,854 7,694 
2027 Notes (b)
97,057 98,168 27,482 
(a)Includes Restricted stock awards ("RSA"), Restricted stock units ("RSU") and Performance stock units ("PSU").
(b) Represents the total number of shares that would be convertible at December 31, 2022 and 2021 as stipulated in the 2027 Notes Indenture. The amount for the year ended December 31, 2021 reflects the adjustment for the weighted average impact of the repurchase of $11.8 million aggregate principal of 2027 Notes as described below.

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. In November 2021, the Company entered into separate, privately negotiated agreements with certain holders of our 2027 Notes and repurchased $11.8 million aggregate principal of outstanding 2027 Notes. 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 December 31, 2022 and the total number of shares issuable assuming the maximum increase in the conversion rate.

Share-based compensation

Share-based compensation expense was $16.8 million, $18.4 million and $26.4 million for the years ended December 31, 2022, 2021, and 2020, respectively. Total compensation cost not yet recognized related to non-vested awards as of December 31, 2022 was $26.4 million, which is expected to be recognized over a weighted average period of 1.9 years through November 2024.

Equity awards

On February 26, 2020, the Company adopted the 2020 Omnibus Incentive Compensation Plan (the "2020 Incentive Plan") to reinforce the long-term commitment of the Company's independent directors, officers and other employees and consultants to the Company's success, assist the Company in attracting and retaining individuals with experience and ability, and to benefit the Company's stockholders by encouraging high levels of performance by individuals whose performance is a key element in achieving the Company's continued success. The Company also has granted awards under the Gannett Co. Inc. 2015 Omnibus Incentive Compensation Plan (the "2015 Incentive Plan"), which was frozen on December 20, 2020 such that no new awards were granted pursuant to the 2015 Incentive Plan after this date.

With respect to restricted stock awards ("RSAs"), the 2020 Incentive Plan provides that if service terminates for certain specified conditions, all unvested shares of restricted stock may be forfeited. During the period prior to the lapse and removal of the vesting restrictions, a grantee of a RSA will have all the rights of a stockholder, including without limitation, the right to vote and the right to receive all dividends or other distributions. Any dividends or other distributions that are declared with respect to the shares of restricted stock will be paid at the time such shares vest. The value of the RSAs on the date of issuance is recognized in Selling, general, and administrative expenses over the vesting period with a corresponding increase to additional paid-in-capital. RSAs generally vest 33.3% on the first and second anniversary of the date of grant, and 33.4% on the third anniversary of the date of grant, subject to the participants' continued employment with the Company and the terms of the applicable award agreement.
The following table outlines RSA activity:
Year ended December 31,
 202220212020
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Unvested at beginning of year6,949 $4.32 5,181 $3.39 317 $14.61 
Granted7,427 4.29 4,100 5.29 6,781 3.35 
Vested(2,633)4.63 (1,956)3.80 (1,280)5.72 
Forfeited(3,127)3.75 (376)4.76 (637)3.90 
Unvested at end of year8,616 $4.40 6,949 $4.32 5,181 $3.39 

As of December 31, 2022, the aggregate intrinsic value of unvested RSAs was $17.5 million.

Restricted stock units ("RSUs") generally vest in equal annual installments over a three-year period subject to the participants' continued employment with the Company and we recognize compensation costs for these awards based on the fair market value of the award as of the grant date. There were no RSUs granted during the years ended December 31, 2022 and 2021. Performance stock units ("PSUs") are subject to the achievement of certain performance goals over the eligible period. Compensation cost ultimately recognized for these PSUs will equal the grant-date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, we record compensation cost based on the expected level of achievement of the performance conditions.

The following table outlines RSU and PSU activity:
Year ended December 31,
 202220212020
Number
of RSUs & PSUs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSUs & PSUs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSUs & PSUs
(In thousands)
Weighted-
average
grant date
fair value
Unvested at beginning of year2,905 $4.05 2,513 $6.28 7,368 $6.28 
Granted332 4.63 2,000 3.04 282 0.90 
Vested(1,905)4.58 (1,576)6.28 (4,713)6.27 
Forfeited and canceled (a)
(332)4.63 (32)6.28 (424)2.81 
Unvested at end of year1,000 $3.04 2,905 $4.05 2,513 $6.28 
(a) For the year ended December 31, 2022, includes 0.3 million of PSUs granted during the year that were canceled as the achievement of certain performance goals were not met during the eligible period.

As of December 31, 2022, the aggregate intrinsic value of unvested RSUs and PSUs was $2.0 million.

Stock options

As of December 31, 2022, FIG LLC, the former manager of the Company, held 6,068 thousand stock options outstanding, all of which are exercisable and had a weighted-average grant date fair value, weighted-average exercise price and weighted-average remaining contractual term of $1.78, $13.97 and 5.2 years, respectively.

Rights Agreement

On April 6, 2020, the Company's Board of Directors adopted a stockholder rights plan in the form of a Section 382 Rights Agreement ("Rights Agreement") to preserve and protect the Company's income tax net operating loss carryforwards ("NOLs") and other tax assets. The Rights Agreement was approved by the Company's stockholders on June 7, 2021 at the 2021 annual meeting of stockholders. As of December 31, 2022, the Company had approximately $561.5 million of NOLs available which could be used in certain circumstances to offset future federal taxable income.

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

The Rights Agreement will continue in effect until April 5, 2023. The Company's Board of Directors has the ability to terminate the plan if it determines that doing so would be in the best interest of the Company's stockholders. The rights may also expire at an earlier date if certain events occur, as described more fully in the Rights Agreement filed by the Company with the Securities and Exchange Commission.

Preferred stock

The 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, of which 150,000 shares have been designated as Series A Junior Participating Preferred Stock, none of which are outstanding. There were no issuances of preferred stock during the year ended December 31, 2022.

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 year ended December 31, 2022, we repurchased 800 thousand shares of Common Stock under the Stock Repurchase Program for approximately $3.1 million, excluding commissions. As of December 31, 2022, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. The Company does not currently anticipate repurchasing any shares of Common Stock during 2023.
Accumulated other comprehensive (loss) income

The following tables summarize the components of, and the changes in, Accumulated other comprehensive (loss) income, net of tax:
In thousandsPension and postretirement benefit plansForeign currency translationTotal
Balance at December 31, 2019$936 $7,266 $8,202 
Other comprehensive income before reclassifications39,479 2,466 41,945 
Amounts reclassified from accumulated other comprehensive income (a) (b)
26 — 26 
Net current period other comprehensive income, net of taxes39,505 2,466 41,971 
Balance at December 31, 2020$40,441 $9,732 $50,173 
Other comprehensive income (loss) before reclassifications10,382 (604)9,778 
Amounts reclassified from accumulated other comprehensive income (a) (b)
47 — 47 
Net current period other comprehensive income (loss), net of taxes10,429 (604)9,825 
Balance at December 31, 2021$50,870 $9,128 $59,998 
Other comprehensive loss before reclassifications(136,352)(24,008)(160,360)
Amounts reclassified from accumulated other comprehensive loss (a) (b) (c)
(869)— (869)
Net current period other comprehensive loss, net of taxes(137,221)(24,008)(161,229)
Balance at December 31, 2022$(86,351)$(14,880)$(101,231)
(a)Accumulated other comprehensive income (loss) component represents amortization of actuarial loss and is included in the computation of net periodic benefit cost. See Note 9 — Pensions and other postretirement benefit plans.
(b) Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of tax impacts of $0.3 million, $0.02 million, and $0.01 million for the years ended December 31, 2022, 2021, and 2020, respectively.
(c) Amounts reclassified from accumulated other comprehensive income (loss) include a net pension settlement gain of $0.7 million ($0.5 million, net of tax) for the year ended December 31, 2022. See Note 9 — Pensions and other postretirement benefit plans.
v3.22.4
Commitments, contingencies and other matters
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments, contingencies and other matters
NOTE 13 — 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.

Other

Purchase obligations

We have future expected purchase obligations, in the normal course of operations, of $407.6 million related to printing contracts, digital licenses and IT services, professional services, interactive marketing agreements, and other legally binding commitments. Amounts which we are liable for under purchase orders outstanding at December 31, 2022, are reflected in the Consolidated balance sheets as Accounts payable and are excluded from the amounts referred to above.

Self-insurance

We are self-insured for most of our employee medical coverage and for our casualty, general liability, and libel coverage (subject to a cap above which third-party insurance is in place). The liabilities, which are reflected in Accounts payable and Other long-term liabilities in the Consolidated balance sheets, are established on an actuarial basis with the advice of consulting
actuaries and totaled $51.1 million and $55.4 million as of December 31, 2022 and 2021, respectively.
v3.22.4
Segment reporting
12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Segment reporting
NOTE 14 — 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:

Gannett Media is comprised of our portfolio of local, regional, national, and international newspaper publishers. The results of this segment include Advertising and marketing services revenues from local, classified, and national advertising across multiple platforms, including print, online, mobile, and tablet as well as niche publications, Circulation revenues from home delivery, digital distribution and single copy sales of our publications, and Other revenues, mainly from commercial printing, distribution arrangements, revenues from our events business, digital content syndication and affiliate revenues, and third-party newsprint sales. The Gannett Media reportable segment is an aggregation of two operating segments: Domestic Gannett Media and Newsquest.
Digital Marketing Solutions, is comprised of our digital marketing services companies under the brand LocaliQ. The results of this segment include Advertising and marketing services revenues through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions.

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

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

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

Management considers Adjusted EBITDA and Adjusted EBITDA margin to be important metrics to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as they eliminate the effect of items that we do not believe are indicative of each segment's core operating performance.
The following tables present our segment information:
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Year ended December 31, 2022
Advertising and marketing services - external sales$1,027,254 $468,883 $— $— $1,496,137 
Advertising and marketing services - intersegment sales143,456 — — (143,456)— 
Circulation1,084,637 — — — 1,084,637 
Other359,089 — 5,440 — 364,529 
Total operating revenues$2,614,436 $468,883 $5,440 $(143,456)$2,945,303 
Adjusted EBITDA (non-GAAP basis)$247,675 $57,580 $(47,972)$— $257,283 
Adjusted EBITDA margin (non-GAAP basis)9.5 %12.3 %NMNM8.7 %
Year ended December 31, 2021
Advertising and marketing services - external sales$1,207,881 $441,394 $1,886 $— $1,651,161 
Advertising and marketing services - intersegment sales129,322 — — (129,322)— 
Circulation1,249,669 — — 1,249,674 
Other299,863 905 6,480 — 307,248 
Total operating revenues$2,886,735 $442,299 $8,371 $(129,322)$3,208,083 
Adjusted EBITDA (non-GAAP basis)$433,973 $50,960 $(51,221)$— $433,712 
Adjusted EBITDA margin (non-GAAP basis)15.0 %11.5 %NMNM13.5 %
Year ended December 31, 2020
Advertising and marketing services - external sales$1,295,158 $411,940 $3,146 $— $1,710,244 
Advertising and marketing services - intersegment sales114,342 — — (114,342)— 
Circulation1,391,983 — 13 — 1,391,996 
Other278,964 16,665 7,801 — 303,430 
Total operating revenues$3,080,447 $428,605 $10,960 $(114,342)$3,405,670 
Adjusted EBITDA (non-GAAP basis)$459,195 $24,361 $(69,661)$— $413,895 
Adjusted EBITDA margin (non-GAAP basis)14.9 %5.7 %NMNM12.2 %
NM indicates not meaningful.
The following table presents our reconciliation of Net loss attributable to Gannett to Adjusted EBITDA and Net loss attributable to Gannett margin to Adjusted EBITDA margin:
Year ended December 31,
In thousands202220212020
Net loss attributable to Gannett$(78,002)$(134,962)$(670,479)
Provision (benefit) for income taxes1,349 48,250 (33,450)
Interest expense108,366 135,748 228,513 
(Gain) loss on early extinguishment of debt(399)48,708 43,760 
Non-operating pension income(58,953)(95,357)(72,149)
Loss on convertible notes derivative— 126,600 74,329 
Depreciation and amortization182,022 203,958 263,819 
Integration and reorganization costs87,974 49,284 145,731 
Other operating expenses1,892 20,952 11,152 
Asset impairments1,056 3,976 11,029 
Goodwill and intangible impairments— — 393,446 
(Gain) loss on sale or disposal of assets, net(6,883)17,208 (5,680)
Share-based compensation expense16,751 18,439 26,350 
Other items2,110 (9,092)(2,476)
Adjusted EBITDA (non-GAAP basis)$257,283 $433,712 $413,895 
Net loss attributable to Gannett margin(2.6)%(4.2)%(19.7)%
Adjusted EBITDA margin (non-GAAP basis)8.7 %13.5 %12.2 %

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 Consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level.
v3.22.4
Subsequent events
12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent events
NOTE 15 — Subsequent events

In February 2023, we entered into a privately negotiated agreement with a holder of 2026 Senior Notes to repurchase $6.1 million in aggregate principal amount of outstanding 2026 Senior Notes at a discount to par value. As a result of this transaction, we expect to recognize a gain on the early extinguishment of debt of approximately $0.9 million during the first quarter of 2023, which would include the write-off of unamortized original issue discount and deferred financing costs of approximately $0.3 million.
v3.22.4
Summary of significant accounting policies (Policies)
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of presentation
Basis of presentation

The Consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest.
Use of estimates
Use of estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates.
Significant estimates inherent in the preparation of the 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 intangible assets and the mark to market of the conversion feature associated with the convertible debt.
Cash, cash equivalents, and restricted cash
Cash, cash equivalents and restricted cash and Supplementary cash flow information

Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less. Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions for insurance plans.
Accounts receivable
Accounts receivable

Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company's allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends and current economic factors. The Company generally does not require collateral.
Inventories InventoriesInventory consists principally of newsprint, which is valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out ("FIFO") method.
Property, plant, and equipment, software development costs, and depreciation
Property, plant, and equipment, software development costs and depreciation

Property, plant, and equipment are recorded at cost or at fair value for property, plant and equipment related to acquired businesses. Routine maintenance and repairs are expensed as incurred. Depreciation is calculated under the straight-line method over the estimated useful lives. Leasehold improvements are amortized under the straight-line method over the shorter of the lease term or estimated useful life of the asset.
We capitalize costs to develop software for internal use when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with ongoing maintenance are expensed as incurred and included in Operating costs in the accompanying Consolidated statements of operations and comprehensive income (loss). Property, plant and equipment and software development costs are evaluated for impairment in accordance with our policy for amortizable intangible assets and other long-lived assets.
Goodwill, intangible assets, and long-lived assets
Goodwill, intangible and long-lived assets

Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Indefinite-lived intangible assets consist of newspaper mastheads and finite-lived intangible assets consist of advertiser, subscriber and other customer relationships, as well as trade names, and developed technology. Newspaper mastheads are not amortized because it has been determined that the useful lives of such mastheads are indefinite. Intangible assets that have finite useful lives are amortized over those useful lives.

During the fourth quarter of 2022, the Company elected to change its annual goodwill and indefinite-lived intangible impairment assessments from June 30 to November 30 to better align with its strategic business planning process. Goodwill is tested for impairment annually and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We perform our impairment analysis on each of our reporting units. We evaluate our reporting units annually, as well as when changes in our operating structure occur. The Company has the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company elects to perform a qualitative assessment and concludes it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying value, no further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In the quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. The Company generally determines the fair value of a reporting unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value include inputs that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a specific point in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value. Significant assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected operating cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting unit exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its implied fair value.

Indefinite-lived intangible assets, which are newspaper mastheads, are tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the fair value of each group of mastheads with their carrying amount. We used a relief from royalty approach which utilizes a discounted cash flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future
operating results in determining the reporting unit fair values are consistently applied in determining the fair value of mastheads.

The Company assesses the recoverability of its long-lived assets, including property, plant and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. The evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of such asset group exceeds its fair value.

All three of our reporting units have goodwill balances. See Note 6 — Goodwill and intangible assets for a discussion of impairment charges taken on Goodwill and intangible assets in the second fiscal quarter of 2020. We had no impairments of goodwill and indefinite-lived intangible assets in 2021. We conducted our goodwill and indefinite-lived intangible asset impairment testing in the second and fourth quarters of 2022 and did not identify any impairment.
Income taxes
Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company establishes a valuation allowance if it is more likely than not that all or a portion of a deferred tax asset will not be realized. See Note 11 — Income taxes for further discussion.

We also evaluate any uncertain tax positions and recognize a liability for the tax benefit associated with an uncertain tax position if it is more likely than not that the tax position will not be sustained on examination by the taxing authorities upon consideration of the technical merits of the position. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We record a liability for uncertain tax positions taken or expected to be taken in a tax return. Any change in judgment related to the expected ultimate resolution of uncertain tax positions is recognized in earnings in the period in which such change occurs.
Fair value of financial instruments
Fair value of financial instruments

The carrying value of the Company's cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short maturity of these instruments. A discussion of the fair value level of the Company's debt and embedded conversion option is disclosed in Note 8 — Debt. For further details surrounding our policies on fair value measurement, including the fair values of our pension plan assets, refer to Note 10 — Fair value measurement.
Deferred financing costs
Deferred financing costs

Deferred financing costs consist of costs incurred in connection with debt financings and are recorded as a contra-liability in Long-term debt on the Consolidated balance sheets. Such costs are amortized using the effective interest method over the estimated remaining term of the debt. This amortization represents a component of Interest expense.
Revenue Recognition
Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our contracts with customers sometimes include promises to transfer multiple products and services to a customer. Revenue from sales agreements that contain multiple performance obligations are allocated to each obligation based on the relative standalone selling price. We determine standalone selling prices based on observable prices charged to customers.
Advertising and Marketing Services Revenues

The Company generates Print advertising revenues primarily by delivering advertising in its national publication, USA TODAY, and in its local publications including newspapers. Advertising revenues are categorized as local retail, local classified, online, and national. Print advertising revenue is recognized upon publication of the advertisement.

Digital advertising and marketing revenues are generated primarily by online marketing products provided by our DMS segment. The Company enters into agreements for products in which our clients typically pay in advance and on a monthly basis. These prepayments include all charges for the included technology and any media services, management, third-party content, and other costs and fees, all of which are accounted for as a single performance obligation. Revenue is then recognized as we purchase and deliver media on behalf of the customer and perform other marketing-related services.

For our Advertising and marketing services revenues, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) by performing analyses regarding whether we control the provision of specified goods or services before they are transferred to our customers. We report Advertising and marketing services revenues gross when we control advertising inventory before it is transferred to the customer. Our control is evidenced by us being primarily responsible or sharing responsibility for the fulfillment of services and maintaining control over transaction pricing. We recognize revenue when the performance obligation is satisfied.

Circulation Revenues

Circulation revenues are derived from print and digital subscriptions as well as single copy sales at retail stores, vending racks and boxes. Circulation revenues from subscribers are generally billed to customers at the beginning of the subscription period and are typically recognized over the subscription period as the performance obligations are delivered. The term of customer subscriptions normally ranges from one to twelve months. Circulation revenues from single-copy income are recognized based on the date of publication.

Other Revenues

The Company provides commercial printing services to third parties as a means to generate incremental revenue and utilize excess printing capacity. Customers consist primarily of other publishers that do not have their own printing presses and do not compete with other Gannett publications. The Company also prints other commercial materials, including flyers, business cards and invitations. Revenue is generally recognized upon delivery. In addition, the Company generates revenues from its events and promotions business. Revenues are generated primarily through ticket sales, endurance events and race management services. Revenue is generally recognized when the event occurs.

Practical Expedients and Exemptions

The Company generally expenses sales commissions or other costs to obtain contracts when incurred because the amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses.

The Company does not disclose unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

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 to twelve months in accordance with the terms of the subscriptions.

The Company's payment terms vary by the type and location of the customer and the products or services offered. The period between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. The majority of our subscription customers are billed and pay on monthly terms.
Advertising costs Advertising costsAdvertising costs are expensed in the period incurred.
Pension and postretirement liabilities Pension and postretirement liabilitiesPension and other postretirement benefit costs under our defined benefit retirement plans are actuarially determined. For plans with frozen benefits, we recognize the cost of postretirement benefits such as pension, medical, and life insurance benefits on an accrual basis over the average life expectancy of employees expected to receive such benefits. For active plans, costs are recognized over the estimated average future service period. We also recognize liabilities associated with the withdrawal from multiemployer pension plans. See Note 9 — Pensions and other postretirement benefit plans for further details.
Share-based compensation
Share-based compensation

Share-based payments to employees and the Board of Directors, including grants of stock options and restricted stock, are recognized in the Consolidated financial statements over the service period (generally the vesting period) based on fair values measured on grant dates, less forfeitures. The Company accounts for forfeitures as they occur.
Self-insurance liability accruals
Self-insurance liability accruals

The Company maintains self-insured medical and workers' compensation programs. The Company purchases stop loss coverage from third parties, which limits our exposure to large claims. The Company records a liability for healthcare and workers' compensation costs during the period in which they occur, including an estimate of incurred but not reported claims.
Concentration of risk Concentration of riskDue to the distributed nature of our operations, we are not subject to significant concentrations of risk relating to customers, products, or geographic locations. Our foreign revenues, principally from businesses in the U.K. at our Gannett Media segment and international operations at our DMS segment
Leases
Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease assets, Other current liabilities, and Long-term operating lease liabilities on our Consolidated balance sheets. Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The rates implicit within the Company's leases are generally not determinable; therefore, the Company uses judgment to determine the incremental borrowing rate used to calculate the present value of lease payments. The incremental borrowing rate is determined using our credit rating and information available related to similar terms and payments as of the commencement date. ROU assets are assessed for impairment in accordance with the Company's accounting policy for long-lived assets.

Our lease terms include options to extend or terminate. The period which is subject to an option to extend the lease is included in the lease term if it is reasonably certain that the option will be exercised. The period which is subject to an option to terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

For all material classes of leased assets, we do not separate lease components from non-lease components, and account for both components as a single lease component. For certain equipment leases, we apply a portfolio approach to account for the operating lease ROU assets and liabilities.
Loss contingencies
Loss contingencies

We are subject to various legal proceedings, claims, and regulatory matters, the outcomes of which are subject to significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible, or probable and whether it can be reasonably estimated. We accrue for loss contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible, we will disclose the potential range of the loss if material and estimable.
Foreign currency translation
Foreign currency translation

The statements of income of foreign operations have been translated to U.S. dollars using the average currency exchange rates in effect during the relevant period. The balance sheets have been translated using the currency exchange rates as of the end of the accounting period. The impact of currency exchange rate changes on the translation of the balance sheets are included in Comprehensive income (loss) in the Consolidated statements of operations and comprehensive income (loss) and are classified as Accumulated other comprehensive (loss) income in the Consolidated balance sheets and Consolidated statements of equity.
Recent accounting pronouncements adopted
Recent accounting pronouncements adopted

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board (the "FASB") issued guidance, ASU 2020-04, that provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate ("LIBOR"). The guidance in ASU 2020-04 (as amended by ASU 2022-06 in December 2022) is optional and may be elected over time as reference rate reform activities occur through December 31, 2024. During the quarter ended March 31, 2022, the Company applied the optional expedient for contract modifications to the amendment of its five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "New Senior Secured Term Loan") with Citibank N.A., as collateral agent and administrative agent for the lenders. The adoption of this guidance did not have a material impact on the Consolidated financial statements.

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

In August 2020, the FASB issued new guidance, ASU 2020-06, that simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition to eliminating certain accounting models, the guidance amends the disclosures for convertible instruments and earnings-per-share guidance. It also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. The adoption of this guidance, effective January 1, 2022, did not have a material impact on the accounting for the Company's $497.1 million in aggregate principal amount of 6.0% Senior Secured Convertible Notes due 2027 issued by the Company on November 17, 2020 (the "2027 Notes"), or on the Consolidated financial statements.
Accounting for Contract Assets and Contract Liabilities from Contracts with Customers in a Business Combination

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

Disclosures by Business Entities about Government Assistance

In November 2021, the FASB issued new guidance, ASU 2021-10, that requires annual disclosures for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including: (i) information about the nature of the transactions and related accounting policy used to account for the transactions; (ii) the line items on the Consolidated balance sheets and Consolidated statements of operations and comprehensive income (loss) affected by these transactions, including amounts applicable to each line; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. The early adoption of this guidance effective January 1, 2022, did not have a material impact on the Consolidated financial statements.
v3.22.4
Summary of significant accounting policies (Tables)
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Schedule of cash and cash equivalents
The following table presents a reconciliation of cash, cash equivalents and restricted cash:
December 31,
In thousands 202220212020
Cash and cash equivalents$94,255 $130,756 $170,725 
Restricted cash, included in prepaid expenses and other current assets563 4,606 11,356 
Restricted cash, included in other assets9,986 8,257 24,645 
Total cash, cash equivalents and restricted cash$104,804 $143,619 $206,726 
Schedule restrictions on cash and cash equivalents
The following table presents a reconciliation of cash, cash equivalents and restricted cash:
December 31,
In thousands 202220212020
Cash and cash equivalents$94,255 $130,756 $170,725 
Restricted cash, included in prepaid expenses and other current assets563 4,606 11,356 
Restricted cash, included in other assets9,986 8,257 24,645 
Total cash, cash equivalents and restricted cash$104,804 $143,619 $206,726 
Schedule of cash flow, supplemental disclosures
The following table presents supplementary cash flow information, including non-cash investing and financing activities:
Year ended December 31,
In thousands 202220212020
Net cash paid (refund) for taxes, net$3,409 $(8,324)$(3,964)
Cash paid for interest86,485 103,879 218,110 
Non-cash investing and financing activities:
Accrued capital expenditures699 1,682 544 
Schedule property, plant and equipment
A breakout of property, plant and equipment and software is presented below:
December 31,
In thousands 20222021
Useful Lives (range)
Land$30,328 $48,389 
Buildings and improvements179,657 239,414 10 years-30 years
Machinery and equipment320,414 352,372 3 years-20 years
Furniture, fixtures and computer software(a)
124,384 101,571 3 years-10 years
Construction in progress11,733 10,138 
Total666,516 751,884 
Less: accumulated depreciation(360,522)(336,500)
Property, plant and equipment, net$305,994 $415,384 
(a)Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life of 3 to 5 years.
Schedule of accounts payable and accrued liabilities
A breakout of Accounts payable and accrued liabilities is presented below:
December 31,
In thousands 20222021
Accounts payable$189,094 $157,257 
Compensation87,937 107,585 
Taxes (primarily property, sales, and payroll taxes)11,940 26,042 
Benefits21,942 21,056 
Interest6,162 7,577 
Other34,773 37,497 
Accounts payable and accrued liabilities$351,848 $357,014 
v3.22.4
Revenues (Tables)
12 Months Ended
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregation of revenue The following table presents our revenues disaggregated by source.
Year ended December 31,
In thousands202220212020
Print advertising$670,882 $792,286 $901,805 
Digital advertising and marketing services825,255 858,875 808,439 
Total advertising and marketing services1,496,137 1,651,161 1,710,244 
Circulation1,084,637 1,249,674 1,391,996 
Other364,529 307,248 303,430 
Total operating revenues$2,945,303 $3,208,083 $3,405,670 
Schedule of deferred revenue
The following table presents the change in the deferred revenues balance by type of revenue:
Year ended December 31, 2022Year ended December 31, 2021
In thousandsAdvertising, marketing services and otherCirculationTotalAdvertising, marketing services and otherCirculationTotal
Beginning balance$60,665 $124,173 $184,838 $51,686 $134,321 $186,007 
Acquisition— 2,388 2,388 — — — 
Cash receipts273,308 939,473 1,212,781 289,806 990,042 1,279,848 
Revenue recognized(287,646)(958,713)(1,246,359)(280,827)(1,000,190)(1,281,017)
Ending balance$46,327 $107,321 $153,648 $60,665 $124,173 $184,838 
v3.22.4
Leases (Tables)
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Schedule of lease cost
The components of lease expense are as follows:
Year ended December 31,
In thousands202220212020
Operating lease cost (a)
$73,103 $80,213 $83,410 
Short-term lease cost (b)
929 886 5,663 
Variable lease cost13,002 11,464 12,808 
Net lease cost$87,034 $92,563 $101,881 
(a) Includes sublease income of $7.7 million, $6.5 million, and $3.8 million for the years ended December 31, 2022, 2021, and 2020, respectively.
(b) Excluding expenses relating to leases with a lease term of one month or less.

Supplemental information related to leases are as follows:
Year ended December 31,
In thousands, except lease term and discount rate202220212020
Cash paid for amounts included in the measurement of operating lease liabilities$79,659$81,380$86,999
Right-of-use assets obtained in exchange for operating lease obligations15,27238,13736,247
(Gain) loss on sale and leaseback transactions, net(12,249)1,9383,821
Weighted-average remaining lease term (in years)6.87.37.7
Weighted-average discount rate12.6 %12.8 %12.9 %
Summary of operating lease liability, maturity
Future minimum lease payments under non-cancellable leases are as follows:
In thousandsYear ended December 31,
2023$71,699 
202463,835 
202553,601 
202644,153 
202737,868 
Thereafter129,586 
Total future minimum lease payments400,742 
Less: Imputed interest136,761 
Total$263,981 
v3.22.4
Accounts receivable, net (Tables)
12 Months Ended
Dec. 31, 2022
Receivables [Abstract]  
Schedule of allowance for doubtful accounts
The following table presents changes in the allowance for doubtful accounts:
Year ended December 31,
In thousands20222021
Beginning balance$16,470 $20,843 
Current period provision9,498 6,399 
Write-offs charged against the allowance(14,333)(14,897)
Recoveries of amounts previously written-off4,567 4,109 
Other495 16 
Ending balance$16,697 $16,470 
v3.22.4
Goodwill and intangible assets (Tables)
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill, indefinite-lived intangible assets, and amortizable intangible assets
Goodwill and intangible assets consisted of the following:
December 31, 2022December 31, 2021
In thousandsGross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Finite-lived intangible assets:
Advertiser relationships$445,775 $192,032 $253,743 $453,038 $153,988 $299,050 
Other customer relationships102,224 45,811 56,413 102,486 35,237 67,249 
Subscriber relationships251,083 126,899 124,184 254,162 99,905 154,257 
Other intangible assets68,780 55,932 12,848 68,690 44,291 24,399 
Sub-total$867,862 $420,674 $447,188 $878,376 $333,421 $544,955 
Indefinite-lived intangible assets:
Mastheads166,170 168,198 
Total intangible assets$613,358 $713,153 
Goodwill$533,166 $533,709 
Schedule of future amortization expense
As of December 31, 2022, estimated future amortization expense is as follows:
In thousands
2023$90,161 
202488,993 
202581,951 
202663,857 
202762,180 
Thereafter60,046 
Total$447,188 
Summary of the change in net goodwill
Changes in the carrying amount of Goodwill by segment are as follows:
In thousandsGannett MediaDigital Marketing SolutionsTotal
Balance at December 31, 2020, net of accumulated impairment losses of $455,844:
$416,617 $117,471 $534,088 
Goodwill acquired in business combinations95 — 95 
Goodwill related to divestitures(341)— (341)
Foreign currency exchange rate changes(133)— (133)
Balance at December 31, 2021, net of accumulated impairment losses of $455,385:
$416,238 $117,471 $533,709 
Goodwill acquired in business combinations2,859 — 2,859 
Goodwill related to divestitures(1,147)— (1,147)
Foreign currency exchange rate changes(2,255)— (2,255)
Balance at December 31, 2022, net of accumulated impairment losses of $455,385:
$415,695 $117,471 $533,166 
v3.22.4
Integration and reorganization costs and asset impairments (Tables)
12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
Schedule of restructuring and related costs
The Company recorded severance-related expenses by segment as follows:
Year ended December 31,
In thousands202220212020
Gannett Media$44,870 $14,529 $55,655 
Digital Marketing Solutions434 321 6,320 
Corporate and other12,310 1,621 24,322 
Total$57,614 $16,471 $86,297 

A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the Consolidated balance sheets for the years ended December 31, 2022 and 2021 is as follows:

In thousandsSeverance and related expenses
Balance at December 31, 2020
$30,943 
Restructuring provision included in integration and reorganization costs16,471 
Cash payments(34,856)
Balance at December 31, 2021
12,558 
Restructuring provision included in integration and reorganization costs57,614 
Cash payments(40,399)
Balance at December 31, 2022
$29,773 
Schedule of consolidation charges and accelerated depreciation The Company recorded facility consolidation charges and other restructuring-related costs by segment as follows:
Year ended December 31,
In thousands202220212020
Gannett Media$15,130 $1,431 $5,197 
Digital Marketing Solutions674 1,389 343 
Corporate and other (a)
14,556 29,993 53,894 
Total$30,360 $32,813 $59,434 
(a) For the year ended December 31, 2020, includes $30.4 million related to the early termination of the Company's Former Management Agreement with FIG LLC.
v3.22.4
Debt (Tables)
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of debt
The Company's debt consisted of the following:
December 31, 2022December 31, 2021
In millionsPrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying valuePrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying value
New Senior Secured Term Loan$438.4 $(8.9)$(1.9)$427.6 $480.1 $(14.1)$(2.7)$463.3 
2026 Senior Notes345.2 (9.4)(7.3)328.5 400.0 (13.7)(10.7)375.6 
2027 Notes485.3 (81.2)(1.7)402.4 485.3 (93.2)(2.0)390.1 
2024 Notes
3.3 — — 3.3 3.3 — — 3.3 
Total debt$1,272.2 $(99.5)$(10.9)$1,161.8 $1,368.7 $(121.0)$(15.4)$1,232.3 
Less: Current portion of long-term debt$(60.5)$— $— $(60.5)$(69.5)$— $— $(69.5)
Non-current portion of long-term debt$1,211.7 $(99.5)$(10.9)$1,101.3 $1,299.2 $(121.0)$(15.4)$1,162.8 
Summary of fair value assumptions The assumptions used to determine the fair value as of February 26, 2021 were:
February 26, 2021
Annual volatility70.0 %
Discount rate12.2 %
Stock price$4.95 
Summary of future debt obligation payments
Future debt obligation payments for the year ended December 31, are as follows:
In millionsPrincipal payments
2023$60.5 
202463.8 
202560.5 
2026602.1 
2027485.3 
Thereafter— 
Total debt obligations$1,272.2 
v3.22.4
Pensions and other postretirement benefit plans (Tables)
12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Schedule changes in projected benefit obligations amounts recognized in other comprehensive income loss
The following table presents the change in the projected benefit obligation for the years ended December 31:

Pension benefitsPostretirement benefits
In thousands2022202120222021
Projected benefit obligation at beginning of period$3,003,324 $3,161,146 $64,038 $75,586 
Service cost1,754 2,064 77 89 
Interest cost71,733 68,139 1,770 1,758 
Actuarial (gain) loss(724,223)(41,239)(14,092)(7,936)
Foreign currency translation(107,930)(7,182)— — 
Benefits and expenses paid(147,640)(179,604)(4,750)(5,459)
Pension settlement(454,838)— — — 
Projected benefit obligation at end of period$1,642,180 $3,003,324 $47,043 $64,038 
The following table presents the change in the fair value of plan assets for the years ended December 31, and the plans' funded status at December 31:

Pension benefitsPostretirement benefits
In thousands2022202120222021
Fair value of plan assets at beginning of period$3,218,953 $3,225,372 $— $— 
Actual return on plan assets(792,302)130,026 — — 
Employer contributions18,140 52,161 4,750 5,459 
Pension settlement(454,838)— — — 
Benefits paid(147,640)(179,604)(4,750)(5,459)
Administrative expenses— — — — 
Foreign currency translation(121,503)(9,002)— — 
Fair value of plan assets at end of period$1,720,810 $3,218,953 $— $— 
Funded status at end of period78,630 215,629 (47,043)(64,038)
Unrecognized actuarial (gain) loss118,914 (75,280)(16,154)(2,652)
Unrecognized prior service cost1,561 1,894 — — 
Net prepaid (accrued) benefit cost199,105 142,243 (63,197)(66,690)

Amounts recognized in the Consolidated balance sheets at December 31, are listed below:
Pension benefitsPostretirement benefits
In thousands2022202120222021
Other assets$87,909 $229,585 $— $— 
Accounts payable and accrued liabilities332 332 5,280 5,725 
Pension and other postretirement benefit obligations8,947 13,624 41,763 58,313 
Accumulated other comprehensive (loss) income(120,475)73,386 16,154 2,652 
Net prepaid (accrued) benefit cost$199,105 $142,243 $(63,197)$(66,690)
Information about funded and unfunded pension plans at December 31:
Funded plansUnderfunded plans
In thousands2022202120222021
Projected benefit obligation$1,584,658 $2,927,968 $57,522 $75,356 
Accumulated benefit obligation1,583,793 2,925,870 57,522 75,356 
Fair value of plan assets1,672,568 3,157,553 48,242 61,400 
Schedule of defined benefit plan amounts recognized in other comprehensive income (loss)
The following table presents the components of net periodic benefit expense (benefit) at December 31, 2022, 2021 and 2020:
Pension benefitsPostretirement benefits
In thousands202220212020202220212020
Components of net periodic benefit cost:
Operating expenses:
Service cost - benefits earned during the period$1,754 $2,064 $2,618 $77 $89 $105 
Non-operating expenses:
Interest cost on benefit obligations71,733 68,139 82,581 1,770 1,758 2,315 
Expected return on plan assets(131,295)(165,390)(157,082)— — — 
Amortization of actuarial loss (gain)89 152 102 (589)(88)(65)
Amortization of prior service costs66 — — — — — 
Pension settlement gain(727)— — — — — 
Other adjustment— 72 — — — — 
Total non-operating (benefit) expense(60,134)(97,027)(74,399)1,181 1,670 2,250 
Total (benefit) expense for retirement plans$(58,380)$(94,963)$(71,781)$1,258 $1,759 $2,355 
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss):
Net actuarial loss (gain)$199,374 $(5,875)$(67,119)$(14,092)$(7,936)$6,648 
Amortization of net actuarial (loss) gain(89)(152)(102)589 88 65 
Change in prior service cost— — 1,905 — — — 
Amortization of prior service costs(66)— — — — — 
Other adjustment(5,283)387 2,108 — — — 
(Gain) loss recognized in Other comprehensive income (loss)$193,936 $(5,640)$(63,208)$(13,503)$(7,848)$6,713 
Schedule of assumptions used
The following assumptions were used in connection with the Company's actuarial valuation of its pension plans and postretirement benefit obligations at December 31:
 Pension benefitsPostretirement benefits
2022202120222021
Weighted average discount rate5.4 %2.6 %5.7 %3.0 %
Rate of increase in future compensation levels (a)
2.0 %2.0 %N/AN/A
Current year medical trendN/AN/A6.5 %6.0 %
Ultimate year medical trendN/AN/A4.5 %4.5 %
Year of ultimate trendN/AN/A20312028
(a) Relates only to the Newspaper Guild of Detroit defined benefit pension plans.

The following assumptions were used to calculate the net periodic benefit cost for the Company's pension plans and postretirement benefit obligations at December 31, 2022, 2021 and 2020:

 Pension benefitsPostretirement benefits
202220212020202220212020
Weighted average discount rate3.8 %2.2 %2.9 %3.0 %2.6 %3.3 %
Rate of increase in future compensation levels (a)
2.0 %2.0 %2.0 %N/AN/AN/A
Weighted average expected return on assets4.8 %5.3 %5.8 %N/AN/AN/A
Current year medical trendN/AN/AN/A6.0 %6.0 %6.0 %
Ultimate year medical trendN/AN/AN/A4.5 %4.5 %4.5 %
Year of ultimate trendN/AN/AN/A202820282025
(a) Relates only to the Newspaper Guild of Detroit defined benefit pension plans.
Schedule of allocation of plan assets
The weighted average target asset allocation of our plans for 2023 and allocations at the end of 2022 and 2021, by asset category, are presented in the table below:
Target allocationAllocation of plan assets
 202320222021
Equity securities21%16%21%
Debt securities63%60%65%
Alternative investments(a)
16%24%14%
Total100%100%100%
(a)Alternative investments include real estate, private equity and hedge funds.
Schedule of expected benefit payments We estimate making the following benefit payments, which reflect expected future service:
In thousands Pension benefitsPostretirement benefits
2023$137,927 $5,428 
2024137,563 5,205 
2025136,113 4,962 
2026134,499 4,700 
2027133,066 4,448 
Thereafter570,451 18,641 
Schedule of multiemployer pension plans For each of the plans listed below, the Company's contribution represented less than 5% of total contributions to the plan.
EIN/Plan number
Zone status
Year Ended
FIP/RP status
pending/implemented
Contributions (In thousands)
Surcharge imposedExpiration dates of CBAs
Pension Plan NameDecember 31, 2022December 31, 2021202220212020
CWA/ITU Negotiated Pension Plan13-6212879/001RedRedImplemented$276 $369 $393 NoMarch 30, 2024 and April 25, 2024
GCIU—Employer Retirement Benefit Plan(a)
91-6024903/001RedRedImplemented42 63 89 No4/25/2024
The Newspaper Guild International Pension Plan(a)
52-1082662/001RedRedImplemented15 12 92 No10/6/2021
IAM National Pension Plan(a) (b)
51-6031295/002RedRedImplemented177 188 173 NoJanuary 6, 2024 and January 8, 2024
Teamsters Pension Trust Fund of Philadelphia and Vicinity(a)
23-1511735/001Green as of Apr. 29, 2022YellowN/A1,249 1,098 1,218 N/A6/2/2022
Central Pension Fund of the International Union of Operating Engineers and Participating Employers(a)
36-6052390/001GreenGreen as of Jan. 31, 2021N/A56 59 59 N/A1/9/2024
Total$1,815 $1,789 $2,024 
(a)This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010.
(b)The trustees of this plan have voluntarily elected to put the fund in critical status to strengthen its funding position.
v3.22.4
Fair value measurement (Tables)
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Schedule of fair value of pension plan assets by level within fair value hierarchy
The following table sets forth by level, within the fair value hierarchy, the fair values of assets related to the following pension plans: the (i) GWP Plan, (ii) TPC Plan, (iii) GR Plan, (iv) U.K. Pension Plans and (v) Newspaper Guild of Detroit Pension Plan as of December 31, 2022:

Pension Plan Assets and Liabilities as of December 31, 2022
In thousandsLevel 1Level 2Level 3Total
Assets:
Cash and cash equivalents$11,133 $2,392 $— $13,525 
Corporate common stock111,351 — — 111,351 
Corporate and government bonds— 246,555 — 246,555 
Real estate— — 132,593 132,593 
Interest in common/collective trusts:
Equities23,762 252,718 — 276,480 
Fixed income19,078 613,986 — 633,064 
Interest in 103-12 investment entities— — — — 
Partnership/joint venture interests— — 166,184 166,184 
Hedge funds— — 63,054 63,054 
Other assets— — 
Total plan assets at fair value excluding those measured at NAV165,324 1,115,651 361,833 1,642,808 
Instruments measured at NAV using the practical expedient:
Real estate funds12,415 
Interest in common/collective trusts:
Equities— 
Fixed income21,547 
Partnerships/joint ventures48,927 
Total plan assets at fair value$1,725,697 
Liabilities:
Other liabilities$(2,381)$(498)$(2,008)$(4,887)
Total plan liabilities at fair value$(2,381)$(498)$(2,008)$(4,887)
The following table sets forth by level, within the fair value hierarchy, the fair values of assets and liabilities related to the following pension plans: the (i) GWP Plan, (ii) TPC Plan, (iii) GR Plan, (iv) U.K. Pension Plans and (v) the Newspaper Guild of Detroit Pension Plan as of December 31, 2021:

Pension Plan Assets and Liabilities as of December 31, 2021
In thousandsLevel 1Level 2Level 3Total
Assets:
Cash and cash equivalents$21,829 $4,187 $— $26,016 
Corporate common stock293,563 — — 293,563 
Corporate and government bonds— $337,785 — 337,785 
Real estate— $— 150,589 150,589 
Interest in common/collective trusts:
Equities30,633 463,362 — 493,995 
Fixed income23,943 1,388,978 — 1,412,921 
Interest in 103-12 investment entities— 75,481 — 75,481 
Partnership/joint venture interests— — 186,817 186,817 
Hedge funds— — 100,828 100,828 
Other assets— — 
Total plan assets at fair value, excluding those measured at NAV$369,968 $2,269,793 $438,236 $3,077,997 
Assets measured at NAV using the practical expedient:
Real estate funds11,856 
Interest in common/collective trusts:
Equities26,884 
Fixed income52,074 
Partnership/joint venture interests53,009 
Total plan assets at fair value$3,221,820 
Liabilities:
Other liabilities$(361)$(498)$(2,008)$(2,867)
Total plan liabilities at fair value$(361)$(498)$(2,008)$(2,867)
Schedule of changes in fair value of pension plan assets and liabilities, categorized as level 3
The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets for the year ended December 31, 2022:
Actual return on plan 
assets
In thousandsBalance at
beginning
of year
Relating to assets still held at report dateRelating to assets sold during the periodPurchasesSalesSettlementsBalance at
end of 
year
Assets:
Real estate
$150,589 $(29,890)$— $18,819 $(6,925)$— $132,593 
Partnership/joint venture interests
186,817 (9,315)— 37,712 (31,648)(17,382)166,184 
Hedge funds
100,828 2,226 — — — (40,000)63,054 
Other assets— — — — — 
Total assets$438,236 $(36,979)$— $56,531 $(38,573)$(57,382)$361,833 
Liabilities:
Other liabilities$2,008 $— $— $— $— $— $2,008 
The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets and liabilities for the year ended December 31, 2021:
Actual return on plan 
assets
In thousandsBalance at
beginning
of year
Relating to assets still held at report dateRelating to assets sold during the periodPurchasesSalesSettlementsBalance at
end of 
year
Assets:
Real estate
$125,929 $17,874 $— $9,082 $(2,296)$— $150,589 
Partnership/joint venture interests
174,789 7,607 — 35,964 (26,339)(5,204)186,817 
Hedge funds
113,850 6,978 — — — (20,000)100,828 
Other assets— — — — — 
Total assets$414,570 $32,459 $— $45,046 $(28,635)$(25,204)$438,236 
Liabilities:
Other liabilities$2,008 $— $— $— $— $— $2,008 
v3.22.4
Income taxes (Tables)
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of components of income tax expense (benefit)
The components of Loss before income taxes consist of the following:
Year ended December 31,
In thousands202220212020
Domestic$(121,840)$(152,796)$(646,795)
Foreign44,934 64,875 (59,052)
Total$(76,906)$(87,921)$(705,847)

The Provision (benefit) for income taxes consists of the following:
Year ended December 31,
In thousands202220212020
Current:
Federal$(3,579)$579 $(6,896)
State and local804 1,180 1,877 
Foreign1,575 1,521 1,744 
Total current(1,200)3,280 (3,275)
Deferred:
Federal(692)27,842 (20,832)
State and local(5,868)1,663 (12,064)
Foreign9,109 15,465 2,721 
Total deferred2,549 44,970 (30,175)
Provision (benefit) for income taxes$1,349 $48,250 $(33,450)
Schedule of reconciliation of effective tax rate
The Provision (benefit) for income taxes varies from the federal statutory tax rate as a result of the following differences:
Year ended December 31,
202220212020
Federal statutory tax rate21.0 %21.0 %21.0 %
(Increase) decrease in taxes resulting from:
State and local income taxes, net of federal benefit6.0 (3.0)1.4 
Debt refinancing— (30.2)(2.5)
Change in valuation allowance(30.9)(40.6)(9.2)
Non-deductible meals, entertainment, and other expenses(0.5)(2.3)(0.3)
Capital loss carryforward— (1.6)— 
PPP Loan forgiveness— 3.8 — 
Global intangible low-taxed income(4.6)(5.8)— 
Branch income1.2 1.6 0.1 
Profit on non-qualifying land and buildings0.1 2.4 (0.1)
Uncertain tax positions(2.6)(8.6)(1.0)
Deduction for interest expense8.5 8.4 0.9 
Transaction costs— — (0.1)
Goodwill Impairment— — (5.5)
Effective tax rate(1.8)%NM4.7 %
NM indicates not meaningful.
Schedule of deferred tax liabilities and assets
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are presented below:
December 31,
In thousands20222021
Deferred tax liabilities:
Fixed assets$(13,850)$(16,350)
Right of use asset(61,366)(80,033)
Convertible debt(22,808)(27,567)
Pension and other postretirement benefit obligations— (24,900)
Definite and indefinite lived intangible assets(32,197)(50,738)
Total deferred tax liabilities$(130,221)$(199,588)
Deferred tax assets:
Accrued compensation costs15,507 12,796 
Accrued liabilities15,837 15,760 
Disallowed interest103,012 83,370 
Goodwill6,605 12,624 
Pension and other postretirement benefit obligations7,671 — 
Partnership investments 4,491 301 
Loss carryforwards248,516 255,874 
Lease liabilities61,511 72,728 
Other22,309 24,065 
Total deferred tax assets$485,459 $477,518 
Less: Valuation allowances(300,059)(274,343)
Total net deferred tax assets$185,400 $203,175 
Net deferred tax assets (liabilities)$55,179 $3,587 
Summary of valuation allowance
The following table summarizes the activity related to our valuation allowance for deferred tax assets for the year ended December 31, 2022 (In thousands):
Balance at beginning of periodAdditions/(reductions) charged to expensesAdditions/(reductions) for acquisitions/dispositionsOther additions to (deductions from) reservesForeign currency translationBalance at end of period
$274,343 $18,347 $12,389 $— $(5,020)$300,059 
Summary of activity related to unrecognized tax benefits, excluding federal tax benefit of state tax deductions
The following table summarizes the activity related to unrecognized tax benefits, excluding the federal tax benefit of state tax deductions:
Year ended December 31,
In thousands202220212020
Change in unrecognized tax benefits:
Balance at beginning of year$46,082 $40,885 $34,074 
Additions based on tax positions related to the current year5,411 6,574 6,617 
Additions for tax positions of prior years— 607 1,611 
Reductions for tax positions of prior years(2,664)(1,984)(1,417)
Reductions due to lapsed statutes of limitations(2,264)— — 
Foreign currency translation(2,868)— — 
Balance at end of year$43,697 $46,082 $40,885 
v3.22.4
Supplemental equity information (Tables)
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Schedule of earnings (loss) per share (basic and diluted)
The following table sets forth the information to compute basic and diluted loss per share:
Year ended December 31,
In thousands, except per share data202220212020
Net loss attributable to Gannett$(78,002)$(134,962)$(670,479)
Basic weighted average shares outstanding136,903 134,783 131,742 
Diluted weighted average shares outstanding136,903 134,783 131,742 
Schedule of securities from computation of diluted income per share
The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive:
Year ended December 31,
In thousands202220212020
Warrants845 845 845 
Stock options6,068 6,068 6,068 
Restricted stock grants (a)
8,616 9,854 7,694 
2027 Notes (b)
97,057 98,168 27,482 
(a)Includes Restricted stock awards ("RSA"), Restricted stock units ("RSU") and Performance stock units ("PSU").
(b) Represents the total number of shares that would be convertible at December 31, 2022 and 2021 as stipulated in the 2027 Notes Indenture. The amount for the year ended December 31, 2021 reflects the adjustment for the weighted average impact of the repurchase of $11.8 million aggregate principal of 2027 Notes as described below.
Schedule of nonvested RSA, RSU and PSU cost
The following table outlines RSA activity:
Year ended December 31,
 202220212020
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Unvested at beginning of year6,949 $4.32 5,181 $3.39 317 $14.61 
Granted7,427 4.29 4,100 5.29 6,781 3.35 
Vested(2,633)4.63 (1,956)3.80 (1,280)5.72 
Forfeited(3,127)3.75 (376)4.76 (637)3.90 
Unvested at end of year8,616 $4.40 6,949 $4.32 5,181 $3.39 
The following table outlines RSU and PSU activity:
Year ended December 31,
 202220212020
Number
of RSUs & PSUs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSUs & PSUs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSUs & PSUs
(In thousands)
Weighted-
average
grant date
fair value
Unvested at beginning of year2,905 $4.05 2,513 $6.28 7,368 $6.28 
Granted332 4.63 2,000 3.04 282 0.90 
Vested(1,905)4.58 (1,576)6.28 (4,713)6.27 
Forfeited and canceled (a)
(332)4.63 (32)6.28 (424)2.81 
Unvested at end of year1,000 $3.04 2,905 $4.05 2,513 $6.28 
(a) For the year ended December 31, 2022, includes 0.3 million of PSUs granted during the year that were canceled as the achievement of certain performance goals were not met during the eligible period.
Schedule of accumulated other comprehensive income (loss)
The following tables summarize the components of, and the changes in, Accumulated other comprehensive (loss) income, net of tax:
In thousandsPension and postretirement benefit plansForeign currency translationTotal
Balance at December 31, 2019$936 $7,266 $8,202 
Other comprehensive income before reclassifications39,479 2,466 41,945 
Amounts reclassified from accumulated other comprehensive income (a) (b)
26 — 26 
Net current period other comprehensive income, net of taxes39,505 2,466 41,971 
Balance at December 31, 2020$40,441 $9,732 $50,173 
Other comprehensive income (loss) before reclassifications10,382 (604)9,778 
Amounts reclassified from accumulated other comprehensive income (a) (b)
47 — 47 
Net current period other comprehensive income (loss), net of taxes10,429 (604)9,825 
Balance at December 31, 2021$50,870 $9,128 $59,998 
Other comprehensive loss before reclassifications(136,352)(24,008)(160,360)
Amounts reclassified from accumulated other comprehensive loss (a) (b) (c)
(869)— (869)
Net current period other comprehensive loss, net of taxes(137,221)(24,008)(161,229)
Balance at December 31, 2022$(86,351)$(14,880)$(101,231)
(a)Accumulated other comprehensive income (loss) component represents amortization of actuarial loss and is included in the computation of net periodic benefit cost. See Note 9 — Pensions and other postretirement benefit plans.
(b) Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of tax impacts of $0.3 million, $0.02 million, and $0.01 million for the years ended December 31, 2022, 2021, and 2020, respectively.
(c) Amounts reclassified from accumulated other comprehensive income (loss) include a net pension settlement gain of $0.7 million ($0.5 million, net of tax) for the year ended December 31, 2022. See Note 9 — Pensions and other postretirement benefit plans.
v3.22.4
Segment reporting (Tables)
12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Schedule of segment reporting information, by segment
The following tables present our segment information:
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Year ended December 31, 2022
Advertising and marketing services - external sales$1,027,254 $468,883 $— $— $1,496,137 
Advertising and marketing services - intersegment sales143,456 — — (143,456)— 
Circulation1,084,637 — — — 1,084,637 
Other359,089 — 5,440 — 364,529 
Total operating revenues$2,614,436 $468,883 $5,440 $(143,456)$2,945,303 
Adjusted EBITDA (non-GAAP basis)$247,675 $57,580 $(47,972)$— $257,283 
Adjusted EBITDA margin (non-GAAP basis)9.5 %12.3 %NMNM8.7 %
Year ended December 31, 2021
Advertising and marketing services - external sales$1,207,881 $441,394 $1,886 $— $1,651,161 
Advertising and marketing services - intersegment sales129,322 — — (129,322)— 
Circulation1,249,669 — — 1,249,674 
Other299,863 905 6,480 — 307,248 
Total operating revenues$2,886,735 $442,299 $8,371 $(129,322)$3,208,083 
Adjusted EBITDA (non-GAAP basis)$433,973 $50,960 $(51,221)$— $433,712 
Adjusted EBITDA margin (non-GAAP basis)15.0 %11.5 %NMNM13.5 %
Year ended December 31, 2020
Advertising and marketing services - external sales$1,295,158 $411,940 $3,146 $— $1,710,244 
Advertising and marketing services - intersegment sales114,342 — — (114,342)— 
Circulation1,391,983 — 13 — 1,391,996 
Other278,964 16,665 7,801 — 303,430 
Total operating revenues$3,080,447 $428,605 $10,960 $(114,342)$3,405,670 
Adjusted EBITDA (non-GAAP basis)$459,195 $24,361 $(69,661)$— $413,895 
Adjusted EBITDA margin (non-GAAP basis)14.9 %5.7 %NMNM12.2 %
NM indicates not meaningful.
The following table presents our reconciliation of Net loss attributable to Gannett to Adjusted EBITDA and Net loss attributable to Gannett margin to Adjusted EBITDA margin:
Year ended December 31,
In thousands202220212020
Net loss attributable to Gannett$(78,002)$(134,962)$(670,479)
Provision (benefit) for income taxes1,349 48,250 (33,450)
Interest expense108,366 135,748 228,513 
(Gain) loss on early extinguishment of debt(399)48,708 43,760 
Non-operating pension income(58,953)(95,357)(72,149)
Loss on convertible notes derivative— 126,600 74,329 
Depreciation and amortization182,022 203,958 263,819 
Integration and reorganization costs87,974 49,284 145,731 
Other operating expenses1,892 20,952 11,152 
Asset impairments1,056 3,976 11,029 
Goodwill and intangible impairments— — 393,446 
(Gain) loss on sale or disposal of assets, net(6,883)17,208 (5,680)
Share-based compensation expense16,751 18,439 26,350 
Other items2,110 (9,092)(2,476)
Adjusted EBITDA (non-GAAP basis)$257,283 $433,712 $413,895 
Net loss attributable to Gannett margin(2.6)%(4.2)%(19.7)%
Adjusted EBITDA margin (non-GAAP basis)8.7 %13.5 %12.2 %
v3.22.4
Description of business and basis of presentation (Details)
12 Months Ended
Dec. 31, 2022
state
segment
Dec. 31, 2022
operating_segment
state
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Number of states in which entity operates 43 43
Number of operating segments 2 2
v3.22.4
Summary of significant accounting policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents        
Cash and cash equivalents $ 94,255 $ 130,756 $ 170,725  
Restricted cash, included in prepaid expenses and other current assets 563 4,606 11,356  
Restricted cash, included in other assets 9,986 8,257 24,645  
Total cash, cash equivalents and restricted cash $ 104,804 $ 143,619 $ 206,726 $ 188,664
v3.22.4
Summary of significant accounting policies - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]      
Net cash paid (refund) for taxes, net $ 3,409 $ (8,324) $ (3,964)
Cash paid for interest 86,485 103,879 218,110
Non-cash investing and financing activities:      
Accrued capital expenditures $ 699 $ 1,682 $ 544
v3.22.4
Summary of significant accounting policies - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment    
Total property, plant and equipment $ 666,516 $ 751,884
Accumulated depreciation (360,522) (336,500)
Net property, plant and equipment 305,994 415,384
Land    
Property, Plant and Equipment    
Total property, plant and equipment 30,328 48,389
Buildings and improvements    
Property, Plant and Equipment    
Total property, plant and equipment $ 179,657 239,414
Buildings and improvements | Minimum    
Property, Plant and Equipment    
Property, plant and equipment, useful life 10 years  
Buildings and improvements | Maximum    
Property, Plant and Equipment    
Property, plant and equipment, useful life 30 years  
Machinery and equipment    
Property, Plant and Equipment    
Total property, plant and equipment $ 320,414 352,372
Machinery and equipment | Minimum    
Property, Plant and Equipment    
Property, plant and equipment, useful life 3 years  
Machinery and equipment | Maximum    
Property, Plant and Equipment    
Property, plant and equipment, useful life 20 years  
Furniture, fixtures and computer software    
Property, Plant and Equipment    
Total property, plant and equipment $ 124,384 101,571
Furniture, fixtures and computer software | Minimum    
Property, Plant and Equipment    
Property, plant and equipment, useful life 3 years  
Furniture, fixtures and computer software | Maximum    
Property, Plant and Equipment    
Property, plant and equipment, useful life 10 years  
Construction in progress    
Property, Plant and Equipment    
Total property, plant and equipment $ 11,733 $ 10,138
Internal use software | Minimum    
Property, Plant and Equipment    
Property, plant and equipment, useful life 3 years  
Internal use software | Maximum    
Property, Plant and Equipment    
Property, plant and equipment, useful life 5 years  
v3.22.4
Summary of significant accounting policies - Narrative (Details)
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
reporting_unit
Dec. 31, 2020
USD ($)
Mar. 31, 2022
USD ($)
Oct. 15, 2021
USD ($)
Nov. 17, 2020
USD ($)
Significant Accounting Policies            
Depreciation $ 86,400,000 $ 100,900,000 $ 155,300,000      
Reporting units (units) | reporting_unit   3        
Goodwill and intangible impairments 0 $ 0 393,446,000      
Advertising expense 56,800,000 45,300,000 50,000,000      
Total operating revenues 2,945,303,000 3,208,083,000 $ 3,405,670,000      
Principal balance 1,272,200,000 1,368,700,000        
Long-term debt $ 695,642,000 769,446,000        
Minimum            
Significant Accounting Policies            
Customer subscription term 1 month          
Maximum            
Significant Accounting Policies            
Customer subscription term 12 months          
Senior Secured Term Loan            
Significant Accounting Policies            
Principal balance $ 30,000,000          
2027 Notes | Convertible Debt            
Significant Accounting Policies            
Principal balance 485,300,000 485,300,000        
Long-term debt $ 402,400,000 390,100,000       $ 497,100,000
Stated interest rate           6.00%
New Senior Secured Term Loan | Senior Secured Term Loan            
Significant Accounting Policies            
Senior-secured term loan (in years) 5 years          
Principal balance $ 438,400,000 $ 480,100,000   $ 516,000,000 $ 516,000,000  
United Kingdom and other International Operations            
Significant Accounting Policies            
Total operating revenues 274,300,000          
Long-lived assets $ 143,200,000          
v3.22.4
Summary of significant accounting policies - Accounts Payable and Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Accounts payable $ 189,094 $ 157,257
Compensation 87,937 107,585
Taxes (primarily property, sales, and payroll taxes) 11,940 26,042
Benefits 21,942 21,056
Interest 6,162 7,577
Other 34,773 37,497
Accounts payable and accrued liabilities $ 351,848 $ 357,014
v3.22.4
Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue      
Total operating revenues $ 2,945,303 $ 3,208,083 $ 3,405,670
Total advertising and marketing services      
Disaggregation of Revenue      
Total operating revenues 1,496,137 1,651,161 1,710,244
Print advertising      
Disaggregation of Revenue      
Total operating revenues 670,882 792,286 901,805
Digital advertising and marketing services      
Disaggregation of Revenue      
Total operating revenues 825,255 858,875 808,439
Circulation      
Disaggregation of Revenue      
Total operating revenues 1,084,637 1,249,674 1,391,996
Other      
Disaggregation of Revenue      
Total operating revenues $ 364,529 $ 307,248 $ 303,430
v3.22.4
Revenues - Narrative (Details)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
International | Revenue Benchmark | Geographic Concentration Risk    
Revenue, Initial Application Period Cumulative Effect Transition    
Revenue, percentage 9.30% 7.70%
v3.22.4
Revenues - Deferred Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Movement in Deferred Revenue    
Beginning balance $ 184,838 $ 186,007
Acquisition 2,388 0
Cash receipts 1,212,781 1,279,848
Revenue recognized (1,246,359) (1,281,017)
Ending balance 153,648 184,838
Advertising, marketing services and other    
Movement in Deferred Revenue    
Beginning balance 60,665 51,686
Acquisition 0 0
Cash receipts 273,308 289,806
Revenue recognized (287,646) (280,827)
Ending balance 46,327 60,665
Circulation    
Movement in Deferred Revenue    
Beginning balance 124,173 134,321
Acquisition 2,388 0
Cash receipts 939,473 990,042
Revenue recognized (958,713) (1,000,190)
Ending balance $ 107,321 $ 124,173
v3.22.4
Leases - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Lessee, Lease, Description    
Operating lease assets $ 233,322 $ 271,935
Current operating lease liability $ 44,900  
Operating Lease, Liability, Current, Statement of Financial Position Other current liabilities Other current liabilities
Long-term operating lease liabilities $ 219,109 $ 254,969
Minimum    
Lessee, Lease, Description    
Remaining lease term with option to extend (in years) 1 year  
Maximum    
Lessee, Lease, Description    
Remaining lease term with option to extend (in years) 15 years  
v3.22.4
Leases - Components Of Leases Expenses (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating lease cost $ 73,103 $ 80,213 $ 83,410
Short-term lease cost 929 886 5,663
Variable lease cost 13,002 11,464 12,808
Net lease cost 87,034 92,563 101,881
Sublease Income $ 7,700 $ 6,500 $ 3,800
v3.22.4
Leases - Other Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Supplemental Information      
Cash paid for amounts included in the measurement of operating lease liabilities $ 79,659 $ 81,380 $ 86,999
Right-of-use assets obtained in exchange for operating lease obligations 15,272 38,137 36,247
(Gain) loss on sale and leaseback transactions, net $ (12,249) $ 1,938 $ 3,821
Weighted-average remaining lease term (in years) 6 years 9 months 18 days 7 years 3 months 18 days 7 years 8 months 12 days
Weighted-average discount rate 12.60% 12.80% 12.90%
v3.22.4
Leases - Future Minimum Lease Payments (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Year ended December 31,  
2023 $ 71,699
2024 63,835
2025 53,601
2026 44,153
2027 37,868
Thereafter 129,586
Total future minimum lease payments 400,742
Less: Imputed interest 136,761
Total $ 263,981
v3.22.4
Accounts receivable, net - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Receivables [Abstract]    
Accounts receivable, reserve percentage calculation period 3 years  
Threshold period for reserves 90 days  
Bad debt expense $ 9,498 $ 6,399
v3.22.4
Accounts receivable, net - Allowance for doubtful accounts (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss    
Beginning balance $ 16,470 $ 20,843
Current period provision 9,498 6,399
Write-offs charged against the allowance (14,333) (14,897)
Recoveries of amounts previously written-off 4,567 4,109
Other 495 16
Ending balance $ 16,697 $ 16,470
v3.22.4
Goodwill and intangible assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Finite-lived intangible assets:    
Gross carrying amount $ 867,862 $ 878,376
Accumulated amortization 420,674 333,421
Net carrying amount 447,188 544,955
Intangible assets, net 613,358 713,153
Goodwill, Gross 533,166 533,709
Indefinite-lived intangible assets:    
Intangible assets, net 613,358 713,153
Goodwill 533,166 533,709
Mastheads    
Finite-lived intangible assets:    
Nonamortized intangible assets 166,170 168,198
Indefinite-lived intangible assets:    
Nonamortized intangible assets 166,170 168,198
Advertiser relationships    
Finite-lived intangible assets:    
Gross carrying amount 445,775 453,038
Accumulated amortization 192,032 153,988
Net carrying amount 253,743 299,050
Other customer relationships    
Finite-lived intangible assets:    
Gross carrying amount 102,224 102,486
Accumulated amortization 45,811 35,237
Net carrying amount 56,413 67,249
Subscriber relationships    
Finite-lived intangible assets:    
Gross carrying amount 251,083 254,162
Accumulated amortization 126,899 99,905
Net carrying amount 124,184 154,257
Other intangible assets    
Finite-lived intangible assets:    
Gross carrying amount 68,780 68,690
Accumulated amortization 55,932 44,291
Net carrying amount $ 12,848 $ 24,399
v3.22.4
Goodwill and intangible assets - Narrative (Details) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Jun. 30, 2022
Intangible Assets          
Weighted average useful life   10 years 1 month 6 days      
Amortization expenses   $ 95,600,000 $ 103,100,000 $ 108,500,000  
Goodwill and intangible impairments   $ 0 $ 0 $ 393,446,000  
Gannett Media          
Intangible Assets          
Excess of fair value of reporting unit over carrying value, percent   18.00% 126.00%   22.00%
Domestic Publishing          
Intangible Assets          
Goodwill impairment $ 256,500,000        
Newspaper Reporting Unit          
Intangible Assets          
Goodwill impairment 65,400,000        
Impairment of intangible assets excluding goodwill 4,000,000        
Marketing Solutions [Member]          
Intangible Assets          
Goodwill impairment 40,500,000        
Print Advertising and other customer relationships          
Intangible Assets          
Impairment of intangible assets excluding goodwill $ 23,000,000        
Minimum | Measurement Input, Long-term Revenue Growth Rate          
Intangible Assets          
Intangible assets measurement inputs (percent)   0.00%      
Minimum | Discount rate          
Intangible Assets          
Intangible assets measurement inputs (percent)   13.00%      
Maximum | Measurement Input, Long-term Revenue Growth Rate          
Intangible Assets          
Intangible assets measurement inputs (percent)   3.00%      
Maximum | Discount rate          
Intangible Assets          
Intangible assets measurement inputs (percent)   18.00%      
Advertiser relationships          
Intangible Assets          
Weighted average useful life   11 years 1 month 6 days      
Other customer relationships          
Intangible Assets          
Weighted average useful life   9 years 9 months 18 days      
Subscriber relationships          
Intangible Assets          
Weighted average useful life   10 years 3 months 18 days      
Other intangible assets          
Intangible Assets          
Weighted average useful life   3 years 10 months 24 days      
v3.22.4
Goodwill and intangible assets - Future Annual Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity    
2023 $ 90,161  
2024 88,993  
2025 81,951  
2026 63,857  
2027 62,180  
Thereafter 60,046  
Net carrying amount $ 447,188 $ 544,955
v3.22.4
Goodwill and intangible assets - Change in Goodwill (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill      
Beginning Balance $ 533,709 $ 534,088  
Goodwill acquired in business combinations 2,859 95  
Goodwill related to divestitures (1,147) (341)  
Foreign currency exchange rate changes (2,255) (133)  
Ending Balance 533,166 533,709  
Goodwill accumulated impairment losses 455,385 455,385 $ 455,844
Gannett Media      
Goodwill      
Beginning Balance 416,238 416,617  
Goodwill acquired in business combinations 2,859 95  
Goodwill related to divestitures (1,147) (341)  
Foreign currency exchange rate changes (2,255) (133)  
Ending Balance 415,695 416,238  
Digital Marketing Solutions      
Goodwill      
Beginning Balance 117,471 117,471  
Goodwill acquired in business combinations 0 0  
Goodwill related to divestitures 0 0  
Foreign currency exchange rate changes 0 0  
Ending Balance $ 117,471 $ 117,471  
v3.22.4
Integration and reorganization costs and asset impairments - Severance-related Expenses (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring Cost and Reserve      
Restructuring provision included in integration and reorganization costs $ 87,974 $ 49,284 $ 145,731
Employee Severance      
Restructuring Cost and Reserve      
Restructuring provision included in integration and reorganization costs 57,614 16,471 86,297
Operating Segments | Gannett Media | Employee Severance      
Restructuring Cost and Reserve      
Restructuring provision included in integration and reorganization costs 44,870 14,529 55,655
Operating Segments | Digital Marketing Solutions | Employee Severance      
Restructuring Cost and Reserve      
Restructuring provision included in integration and reorganization costs 434 321 6,320
Corporate and other | Employee Severance      
Restructuring Cost and Reserve      
Restructuring provision included in integration and reorganization costs $ 12,310 $ 1,621 $ 24,322
v3.22.4
Integration and reorganization costs and asset impairments - Severance-related Liabilities Activity (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring Reserve      
Restructuring provision included in integration and reorganization costs $ 87,974 $ 49,284 $ 145,731
Employee Severance      
Restructuring Reserve      
Balance, beginning of period 12,558 30,943  
Restructuring provision included in integration and reorganization costs 57,614 16,471 86,297
Cash payments (40,399) (34,856)  
Balance, end of period $ 29,773 $ 12,558 $ 30,943
v3.22.4
Integration and reorganization costs and asset impairments - Facility Consolidation Charges (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring Cost and Reserve      
Consolidation charges and other restructuring-related costs $ 87,974 $ 49,284 $ 145,731
Manager      
Restructuring Cost and Reserve      
Payment to manager     30,400
Facility Closing      
Restructuring Cost and Reserve      
Consolidation charges and other restructuring-related costs 30,360 32,813 59,434
Corporate and other | Facility Closing      
Restructuring Cost and Reserve      
Consolidation charges and other restructuring-related costs 14,556 29,993 53,894
Gannett Media | Operating Segments | Facility Closing      
Restructuring Cost and Reserve      
Consolidation charges and other restructuring-related costs 15,130 1,431 5,197
Digital Marketing Solutions | Operating Segments | Facility Closing      
Restructuring Cost and Reserve      
Consolidation charges and other restructuring-related costs $ 674 $ 1,389 $ 343
v3.22.4
Integration and reorganization costs and asset impairments - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring and Related Activities [Abstract]      
Accelerated depreciation $ 12.5 $ 15.3 $ 49.6
v3.22.4
Debt - Summary of Debt Outstanding (Details) - USD ($)
Dec. 31, 2022
Mar. 31, 2022
Dec. 31, 2021
Oct. 15, 2021
Nov. 17, 2020
Debt Instrument          
Principal balance $ 1,272,200,000   $ 1,368,700,000    
Unamortized original issue discount (99,500,000)   (121,000,000.0)    
Unamortized deferred financing costs (10,900,000)   (15,400,000)    
Long-term debt 695,642,000   769,446,000    
Aggregate principal amount of debt 1,161,800,000   1,232,300,000    
Long term debt, gross, current (60,500,000)   (69,500,000)    
Debt instrument unamortized discount current 0   0    
Debt issuance costs, current, net 0   0    
Long-term debt, current maturities (60,500,000)   (69,500,000)    
Non-current debt, gross, noncurrent 1,211,700,000   1,299,200,000    
Debt instrument, unamortized discount, noncurrent (99,500,000)   (121,000,000.0)    
Debt issuance costs, noncurrent, net (10,900,000)   (15,400,000)    
Non-current portion of long-term debt 1,101,300,000   1,162,800,000    
Senior Secured Term Loan          
Debt Instrument          
Principal balance 30,000,000        
Senior Secured Term Loan | New Senior Secured Term Loan          
Debt Instrument          
Principal balance 438,400,000 $ 516,000,000 480,100,000 $ 516,000,000  
Unamortized original issue discount (8,900,000)   (14,100,000)    
Unamortized deferred financing costs (1,900,000)   (2,700,000)    
Secured debt 427,600,000   463,300,000    
Senior Secured Term Loan | 2026 Senior Notes          
Debt Instrument          
Principal balance 30,000,000        
Senior Notes | 2026 Senior Notes          
Debt Instrument          
Principal balance 345,200,000   400,000,000.0 $ 400,000,000  
Unamortized original issue discount (9,400,000)   (13,700,000)    
Unamortized deferred financing costs (7,300,000)   (10,700,000)    
Long-term debt 328,500,000   375,600,000    
Convertible Debt | 2027 Notes          
Debt Instrument          
Principal balance 485,300,000   485,300,000    
Unamortized original issue discount (81,200,000)   (93,200,000)    
Unamortized deferred financing costs (1,700,000)   (2,000,000.0)    
Long-term debt 402,400,000   390,100,000   $ 497,100,000
Convertible Debt | 2024 Notes          
Debt Instrument          
Principal balance 3,300,000   3,300,000    
Unamortized original issue discount 0   0    
Unamortized deferred financing costs 0   0    
Long-term debt $ 3,300,000   $ 3,300,000    
v3.22.4
Debt - New Senior Secured Term Loan (Details)
12 Months Ended
Oct. 15, 2021
USD ($)
plan
Dec. 31, 2022
USD ($)
amendment
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
Mar. 31, 2022
USD ($)
Jan. 31, 2022
USD ($)
$ / shares
Line of Credit Facility            
Principal balance   $ 1,272,200,000 $ 1,368,700,000      
Common stock, par value (in dollars per share) | $ / shares   $ 0.01 $ 0.01      
Cash paid for interest   $ 86,485,000 $ 103,879,000 $ 218,110,000    
(Loss) gain on extinguishment of debt   399,000 (48,708,000) $ (43,760,000)    
Senior Secured Term Loan            
Line of Credit Facility            
Principal balance   $ 30,000,000        
Incremental Term Loans | Senior Secured Term Loan            
Line of Credit Facility            
Principal balance           $ 50,000,000
Number of separate amendments | amendment   2        
Incremental Term Loans | Senior Secured Term Loan | Share Repurchase Program            
Line of Credit Facility            
Shares authorized for repurchase, value           $ 50,000,000
Common stock, par value (in dollars per share) | $ / shares           $ 0.01
New Senior Secured Term Loan | Senior Secured Term Loan            
Line of Credit Facility            
Principal balance $ 516,000,000 $ 438,400,000 480,100,000   $ 516,000,000  
Prepayment premium (percentage) 1.00%          
Cash requirement $ 100,000,000          
Annual amortization percentage 10.00%          
Net leverage ratio | plan 1.20          
Quarterly amortization percentage 5.00%          
Interest expense   33,500,000 6,000,000      
Cash paid for interest   33,300,000 6,000,000      
Amortization of the discount   3,500,000 800,000      
Amortization of debt issuance costs   700,000 200,000      
(Loss) gain on extinguishment of debt   (2,200,000) $ (1,300,000)      
Mandatory and optional prepayments   $ 121,700,000        
Effective interest rate   6.30%        
New Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range One            
Line of Credit Facility            
Net leverage ratio 2.00          
Maximum debt or equity purchasable $ 25,000,000          
New Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range Two            
Line of Credit Facility            
Net leverage ratio 1.50          
Maximum debt or equity purchasable $ 50,000,000          
New Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range Three            
Line of Credit Facility            
Net leverage ratio 1.00          
New Senior Secured Term Loan | Senior Secured Term Loan | SOFR            
Line of Credit Facility            
Variable rate (percent) 5.00%          
New Senior Secured Term Loan | Senior Secured Term Loan | Alternate Base Rate            
Line of Credit Facility            
Variable rate (percent) 4.00%          
New Senior Secured Term Loan | Senior Secured Term Loan | Minimum            
Line of Credit Facility            
Unrestricted cash requirement $ 30,000,000          
New Senior Secured Term Loan | Senior Secured Term Loan | Minimum | SOFR            
Line of Credit Facility            
Variable rate (percent) 0.50%          
New Senior Secured Term Loan | Senior Secured Term Loan | Minimum | Alternate Base Rate            
Line of Credit Facility            
Variable rate (percent) 1.50%          
v3.22.4
Debt - Senior Secured Notes due 2026 (Details) - USD ($)
12 Months Ended
Oct. 15, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Line of Credit Facility        
Principal balance   $ 1,272,200,000 $ 1,368,700,000  
(Loss) gain on extinguishment of debt   399,000 (48,708,000) $ (43,760,000)
Senior Secured Term Loan        
Line of Credit Facility        
Principal balance   30,000,000    
2026 Senior Notes | Senior Secured Term Loan        
Line of Credit Facility        
Principal balance   30,000,000    
Extinguishment of Debt, Amount   30,000,000    
2026 Senior Notes | Senior Notes        
Line of Credit Facility        
Principal balance $ 400,000,000 345,200,000 400,000,000.0  
Stated interest rate 6.00%      
Mandatory and optional prepayments   54,800,000    
(Loss) gain on extinguishment of debt   2,600,000    
Interest expense   22,300,000 5,100,000  
Interest paid   23,900,000    
Amortization of the discount   2,700,000 600,000  
Amortization of debt issuance costs   $ 2,100,000 $ 500,000  
Effective interest rate   7.30%    
2026 Senior Notes | Senior Notes | Level 2        
Line of Credit Facility        
Debt fair value   $ 281,700,000    
2026 Senior Notes | Senior Notes | Period One        
Line of Credit Facility        
Redemption price 40.00%      
Redemption rate 101.00%      
2026 Senior Notes | Senior Notes | Period Two        
Line of Credit Facility        
Redemption price 10.00%      
Redemption rate 103.00%      
v3.22.4
Debt - Senior Secured Convertible Notes due 2027 (Details)
1 Months Ended 12 Months Ended
Nov. 17, 2020
USD ($)
Nov. 30, 2021
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
component
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Feb. 26, 2021
USD ($)
Debt Instrument            
Repayments of convertible debt     $ 0 $ 15,012,000 $ 0  
(Loss) gain on extinguishment of debt     399,000 (48,708,000) (43,760,000)  
Loss on convertible notes derivative     0 (126,600,000) $ (74,329,000)  
2027 Notes | Convertible Debt            
Debt Instrument            
Repurchased face amount   $ 11,800,000   11,800,000    
Repayments of convertible debt   15,300,000        
(Loss) gain on extinguishment of debt   (800,000)        
Amortization of the discount   2,300,000 12,100,000 10,900,000    
Amortization of debt issuance costs   0 $ 300,000 $ 200,000    
Reduction in additional paid-in capital   $ 4,200,000        
Percentage of notes initially convertible to common stock 42.00%     41.00%    
Minimum qualified cash required $ 30,000,000          
Number of components | component     2      
Fair value of embedded derivative liability           $ 316,200,000
Loss on convertible notes derivative       $ 126,600,000    
Fair value of conversion feature     $ 279,600,000 279,600,000    
Interest expense     29,100,000 29,800,000    
Interest paid     $ 29,100,000 $ 31,000,000    
Effective interest rate     10.50% 10.50%    
2027 Notes | Convertible Debt | Level 2            
Debt Instrument            
Debt fair value     $ 353,700,000      
2027 Notes | Convertible Debt | Period One            
Debt Instrument            
Redemption rate 110.00%          
Maximum repurchase amount $ 100,000,000          
Total gross leverage ratio 1.5          
2027 Notes | Convertible Debt | Period Two            
Debt Instrument            
Redemption rate 130.00%          
Maximum repurchase amount $ 99,400,000          
Redemption period (term) 4 years          
2027 Notes | Convertible Debt | Scenario, Plan            
Debt Instrument            
Initial conversion rate (in shares) | shares   200        
Stated conversion price (in usd per share) | $ / shares   $ 5.00        
Initial conversion rate (in shares) | shares   97,100,000        
v3.22.4
Debt - Fair Value Assumptions (Details)
Feb. 26, 2021
$ / shares
Annual volatility  
Line of Credit Facility  
Debt instrument, measurement input 0.700
Discount rate  
Line of Credit Facility  
Debt instrument, measurement input 0.122
Stock price  
Line of Credit Facility  
Debt instrument, measurement input 4.95
v3.22.4
Debt - Senior Convertible Notes due 2024 (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument    
Long-term debt $ 695,642 $ 769,446
2024 Notes | Convertible Debt    
Debt Instrument    
Long-term debt $ 3,300 $ 3,300
Stated interest rate 4.75%  
Effective interest rate 6.05%  
v3.22.4
Debt - Future Debt Obligation Payments (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Principal payments  
2023 $ 60,500
2024 63,800
2025 60,500
2026 602,100
2027 485,300
Thereafter 0
Total debt obligations $ 1,272,200
v3.22.4
Pensions and other postretirement benefit plans - Reconciliation of Benefit Obligations, Plan Assets and Funded Status (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Change in plan assets      
Fair value of plan assets at beginning of period $ 3,221,820    
Actual return on plan assets (381,700)    
Fair value of plan assets at end of period 1,725,697 $ 3,221,820  
Pension benefits      
Change in benefit obligations      
Projected benefit obligation at beginning of period 3,003,324 3,161,146  
Service cost 1,754 2,064 $ 2,618
Interest cost 71,733 68,139 82,581
Actuarial (gain) loss (724,223) (41,239)  
Foreign currency translation (107,930) (7,182)  
Benefits and expenses paid (147,640) (179,604)  
Pension settlement (454,838) 0  
Projected benefit obligation at end of period 1,642,180 3,003,324 3,161,146
Change in plan assets      
Fair value of plan assets at beginning of period 3,218,953 3,225,372  
Actual return on plan assets (792,302) 130,026  
Employer contributions 18,140 52,161  
Pension settlement gain (454,838) 0  
Benefits paid (147,640) (179,604)  
Administrative expenses 0 0  
Foreign currency translation (121,503) (9,002)  
Fair value of plan assets at end of period 1,720,810 3,218,953 3,225,372
Reconciliation of funded status      
Funded status at end of period 78,630 215,629  
Unrecognized actuarial (gain) loss 118,914 (75,280)  
Unrecognized prior service cost 1,561 1,894  
Net prepaid (accrued) benefit cost 199,105 142,243  
Balance sheet presentation      
Other assets 87,909 229,585  
Accounts payable and accrued liabilities 332 332  
Pension and other postretirement benefit obligations 8,947 13,624  
Accumulated other comprehensive (loss) income (120,475) 73,386  
Net prepaid (accrued) benefit cost 199,105 142,243  
Postretirement benefits      
Change in benefit obligations      
Projected benefit obligation at beginning of period 64,038 75,586  
Service cost 77 89 105
Interest cost 1,770 1,758 2,315
Actuarial (gain) loss (14,092) (7,936)  
Foreign currency translation 0 0  
Benefits and expenses paid (4,750) (5,459)  
Pension settlement 0 0  
Projected benefit obligation at end of period 47,043 64,038 75,586
Change in plan assets      
Fair value of plan assets at beginning of period 0 0  
Actual return on plan assets 0 0  
Employer contributions 4,750 5,459  
Pension settlement gain 0 0  
Benefits paid (4,750) (5,459)  
Administrative expenses 0 0  
Foreign currency translation 0 0  
Fair value of plan assets at end of period 0 0 $ 0
Reconciliation of funded status      
Funded status at end of period (47,043) (64,038)  
Unrecognized actuarial (gain) loss (16,154) (2,652)  
Unrecognized prior service cost 0 0  
Net prepaid (accrued) benefit cost (63,197) (66,690)  
Balance sheet presentation      
Other assets 0 0  
Accounts payable and accrued liabilities 5,280 5,725  
Pension and other postretirement benefit obligations 41,763 58,313  
Accumulated other comprehensive (loss) income 16,154 2,652  
Net prepaid (accrued) benefit cost $ (63,197) $ (66,690)  
v3.22.4
Pensions and other postretirement benefit plans - Narrative (Details)
$ in Thousands
12 Months Ended 18 Months Ended 21 Months Ended
Aug. 31, 2022
USD ($)
insurer
Dec. 31, 2022
USD ($)
plan
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Jun. 30, 2022
USD ($)
Sep. 30, 2024
USD ($)
Jan. 01, 2022
Defined Benefit Plans and Other Postretirement Benefit Plans              
Accumulated pension benefit obligations   $ 1,600,000 $ 3,000,000        
Net periodic expense (benefit)   (57,100) (93,200) $ (69,400)      
Number of insurance companies, assets used to purchase annuities | insurer 2            
Decrease in net unfunded pension obligations   99,900          
Decrease benefit obligation due to remeasurement   $ 281,800          
Weighted average discount rate   5.05%         2.95%
Defined benefit plan, incremental decrease in plan asset   $ 381,700          
Number of multiemployer pension plans | plan   6          
Other current and non-current liabilities, withdrawal liabilities for multi-employer pension plans   $ 44,900          
Penalties amortization period   16 years 2 months 12 days          
Compensation expense related to 401(k) contributions   $ 13,500 8,200 16,000      
Pension benefits              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Net periodic expense (benefit)   $ 58,380 $ 94,963 71,781      
Weighted average discount rate   5.40% 2.60%        
Defined benefit plan, incremental decrease in plan asset   $ 792,302 $ (130,026)        
Pension settlement gain   727 0 0      
Contribution to the defined benefit plans   18,140 52,161        
Pension benefits | U.S.              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Deferred contributions by employer in response to COVID-19         $ 5,000    
Other Postretirement Benefits Plan              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Contribution to the defined benefit plans   4,800          
Postretirement benefits              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Net periodic expense (benefit)   $ (1,258) $ (1,759) (2,355)      
Weighted average discount rate   5.70% 3.00%        
Defined benefit plan, incremental decrease in plan asset   $ 0 $ 0        
Pension settlement gain   0 0 $ 0      
Contribution to the defined benefit plans   4,750 $ 5,459        
Pension Plan and Postemployment Retirement Benefits              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Employer contributions expected to be paid during the next fiscal year   $ 6,700          
Gannett Retirement Plan              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Maximum annual contributions per employee, percent   75.00%          
Gannett Retirement Plan | First 4% of employee contributions              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Employer matching contribution, percent of match   100.00%          
Contributions per employee subject to employer match (as a percent)   4.00%          
Gannett Retirement Plan | Next 2% of employee contributions              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Employer matching contribution, percent of match   50.00%          
Contributions per employee subject to employer match (as a percent)   2.00%          
Gannett Retirement Plan | Forecast              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Defined benefit plan required funding status           100.00%  
Expected future employer contributions, quarterly certification funding requirement           $ 1,000  
Expected future employer contributions, quarterly certification funding requirement (maximum)           $ 5,000  
Gannett Retirement Plan | Pension benefits              
Defined Benefit Plans and Other Postretirement Benefit Plans              
Transfer of pension liability $ 450,000            
Pension settlement gain   $ 700          
Noncash pension settlement gain, after tax   $ 500          
v3.22.4
Pensions and other postretirement benefit plans - Retirement Plans (Details) - Pension benefits - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Funded plans    
Defined Benefit Plans and Other Postretirement Benefit Plans    
Projected benefit obligation $ 1,584,658 $ 2,927,968
Accumulated benefit obligation 1,583,793 2,925,870
Fair value of plan assets 1,672,568 3,157,553
Underfunded plans    
Defined Benefit Plans and Other Postretirement Benefit Plans    
Projected benefit obligation 57,522 75,356
Accumulated benefit obligation 57,522 75,356
Fair value of plan assets $ 48,242 $ 61,400
v3.22.4
Pensions and other postretirement benefit plans - Pension Costs (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Non-operating expenses:      
Total non-operating (benefit) expense $ (58,953) $ (95,357) $ (72,149)
Total (benefit) expense for retirement plans 57,100 93,200 69,400
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss):      
Net actuarial loss (gain) 185,282 (13,811) (60,471)
Amortization of net actuarial (loss) gain 500 (64) (37)
Change in prior service cost 0 0 1,905
Amortization of prior service costs (66) 0 0
(Gain) loss recognized in Other comprehensive income (loss) 180,433 (13,488) (56,495)
Pension benefits      
Operating expenses:      
Service cost - benefits earned during the period 1,754 2,064 2,618
Non-operating expenses:      
Interest cost on benefit obligations 71,733 68,139 82,581
Expected return on plan assets (131,295) (165,390) (157,082)
Amortization of actuarial loss (gain) 89 152 102
Amortization of prior service costs 66 0 0
Pension settlement gain (727) 0 0
Other adjustment 0 72 0
Total non-operating (benefit) expense (60,134) (97,027) (74,399)
Total (benefit) expense for retirement plans (58,380) (94,963) (71,781)
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss):      
Net actuarial loss (gain) 199,374 (5,875) (67,119)
Amortization of net actuarial (loss) gain (89) (152) (102)
Change in prior service cost 0 0 1,905
Amortization of prior service costs (66) 0 0
Other adjustment (5,283) 387 2,108
(Gain) loss recognized in Other comprehensive income (loss) 193,936 (5,640) (63,208)
Postretirement benefits      
Operating expenses:      
Service cost - benefits earned during the period 77 89 105
Non-operating expenses:      
Interest cost on benefit obligations 1,770 1,758 2,315
Expected return on plan assets 0 0 0
Amortization of actuarial loss (gain) (589) (88) (65)
Amortization of prior service costs 0 0 0
Pension settlement gain 0 0 0
Other adjustment 0 0 0
Total non-operating (benefit) expense 1,181 1,670 2,250
Total (benefit) expense for retirement plans 1,258 1,759 2,355
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss):      
Net actuarial loss (gain) (14,092) (7,936) 6,648
Amortization of net actuarial (loss) gain 589 88 65
Change in prior service cost 0 0 0
Amortization of prior service costs 0 0 0
Other adjustment 0 0 0
(Gain) loss recognized in Other comprehensive income (loss) $ (13,503) $ (7,848) $ 6,713
v3.22.4
Pensions and other postretirement benefit plans - Assumptions Used to Determine Defined Benefit Plans Costs (Details)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Jan. 01, 2022
Defined Benefit Plans and Other Postretirement Benefit Plans      
Weighted average discount rate 5.05%   2.95%
Pension benefits      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Weighted average discount rate 5.40% 2.60%  
Rate of increase in future compensation levels 2.00% 2.00%  
Postretirement benefits      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Weighted average discount rate 5.70% 3.00%  
Current year medical trend 6.50% 6.00%  
Ultimate year medical trend 4.50% 4.50%  
Year of ultimate trend 2031 2028  
v3.22.4
Pensions and other postretirement benefit plans - Assumptions Used to Determine Pension Year-End Benefit Obligations (Details)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pension benefits      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Weighted average discount rate 3.80% 2.20% 2.90%
Rate of increase in future compensation levels 2.00% 2.00% 2.00%
Weighted average expected return on assets 4.80% 5.30% 5.80%
Postretirement benefits      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Weighted average discount rate 3.00% 2.60% 3.30%
Current year medical trend 6.00% 6.00% 6.00%
Ultimate year medical trend 4.50% 4.50% 4.50%
Year of ultimate trend 2028 2028 2025
v3.22.4
Pensions and other postretirement benefit plans - Asset Allocation and Target Allocations by Asset Category (Details) - Retirement Plans
Dec. 31, 2022
Dec. 31, 2021
Defined Benefit Plans and Other Postretirement Benefit Plans    
Target allocation 100.00%  
Allocation of plan assets 100.00% 100.00%
Equity securities    
Defined Benefit Plans and Other Postretirement Benefit Plans    
Target allocation 21.00%  
Allocation of plan assets 16.00% 21.00%
Debt securities    
Defined Benefit Plans and Other Postretirement Benefit Plans    
Target allocation 63.00%  
Allocation of plan assets 60.00% 65.00%
Alternative investments    
Defined Benefit Plans and Other Postretirement Benefit Plans    
Target allocation 16.00%  
Allocation of plan assets 24.00% 14.00%
v3.22.4
Pensions and other postretirement benefit plans - Estimated Benefit Payments (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Pension benefits  
Defined Benefit Plans and Other Postretirement Benefit Plans  
2023 $ 137,927
2024 137,563
2025 136,113
2026 134,499
2027 133,066
Thereafter 570,451
Postretirement benefits  
Defined Benefit Plans and Other Postretirement Benefit Plans  
2023 5,428
2024 5,205
2025 4,962
2026 4,700
2027 4,448
Thereafter $ 18,641
v3.22.4
Pensions and other postretirement benefit plans - Multi-Employer Pension Plans (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans      
Contributions $ 1,815 $ 1,789 $ 2,024
CWA/ITU Negotiated Pension Plan      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Contributions 276 369 393
GCIU—Employer Retirement Benefit Plan      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Contributions 42 63 89
The Newspaper Guild International Pension Plan      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Contributions 15 12 92
IAM National Pension Plan      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Contributions 177 188 173
Teamsters Pension Trust Fund of Philadelphia and Vicinity      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Contributions 1,249 1,098 1,218
Central Pension Fund of the International Union of Operating Engineers and Participating Employers      
Defined Benefit Plans and Other Postretirement Benefit Plans      
Contributions $ 56 $ 59 $ 59
v3.22.4
Fair value measurement - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions    
Hedge funds redemption period 60 days  
Hedge funds redemption potential holdback percentage 5.00%  
Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions    
Unfunded commitments related to partnership/joint venture interests $ 4.0 $ 4.0
Fair Value, Measurements, Nonrecurring    
Fair Value, Balance Sheet Grouping, Financial Statement Captions    
Assets held for sale $ 8.4 $ 3.5
v3.22.4
Fair value measurement - Fair Value of Pension Plan Assets by Level within Fair Value Hierarchy (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets $ 1,725,697 $ 3,221,820  
Liabilities (4,887) (2,867)  
Other liabilities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Liabilities (4,887) (2,867)  
Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 1,642,808 3,077,997  
Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 165,324 369,968  
Liabilities (2,381) (361)  
Level 1 | Other liabilities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Liabilities (2,381) (361)  
Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 1,115,651 2,269,793  
Liabilities (498) (498)  
Level 2 | Other liabilities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Liabilities (498) (498)  
Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 361,833 438,236 $ 414,570
Liabilities (2,008) (2,008)  
Level 3 | Other liabilities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Liabilities (2,008) (2,008) (2,008)
Cash and cash equivalents | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 13,525 26,016  
Cash and cash equivalents | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 11,133 21,829  
Cash and cash equivalents | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 2,392 4,187  
Cash and cash equivalents | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Corporate common stock | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 111,351 293,563  
Corporate common stock | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 111,351 293,563  
Corporate common stock | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Corporate common stock | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Corporate and government bonds | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 246,555 337,785  
Corporate and government bonds | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Corporate and government bonds | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 246,555 337,785  
Corporate and government bonds | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Real estate | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 132,593 150,589  
Real estate | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Real estate | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Real estate | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 132,593 150,589 125,929
Real estate | Instruments measured at NAV using the practical expedient:      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 12,415 11,856  
Equities | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 276,480 493,995  
Equities | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 23,762 30,633  
Equities | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 252,718 463,362  
Equities | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Equities | Instruments measured at NAV using the practical expedient:      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 26,884  
Fixed income | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 633,064 1,412,921  
Fixed income | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 19,078 23,943  
Fixed income | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 613,986 1,388,978  
Fixed income | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Fixed income | Instruments measured at NAV using the practical expedient:      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 21,547 52,074  
Interest in 103-12 investment entities | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 75,481  
Interest in 103-12 investment entities | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Interest in 103-12 investment entities | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 75,481  
Interest in 103-12 investment entities | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Partnership/joint venture interests | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 166,184 186,817  
Partnership/joint venture interests | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Partnership/joint venture interests | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Partnership/joint venture interests | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 166,184 186,817 174,789
Partnership/joint venture interests | Instruments measured at NAV using the practical expedient:      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Partnerships/joint ventures 48,927 53,009  
Hedge funds | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 63,054 100,828  
Hedge funds | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Hedge funds | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Hedge funds | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 63,054 100,828 113,850
Other assets | Total      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 2 2  
Other assets | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Other assets | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets 0 0  
Other assets | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis      
Assets $ 2 $ 2 $ 2
v3.22.4
Fair value measurement - Summary of Changes in Fair Value of Pension Plan Assets and Liabilities Categorized as Level 3 (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation    
Fair value of plan assets at beginning of period $ 3,221,820  
Fair value of plan assets at end of period 1,725,697 $ 3,221,820
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation    
Fair value of plan liabilities at beginning of year 2,867  
Fair value of plan liabilities at end of year 4,887 2,867
Level 3    
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation    
Fair value of plan assets at beginning of period 438,236 414,570
Actual return on plan assets - Relating to assets still held at report date (36,979) 32,459
Actual return on plan assets - Relating to assets sold during the period 0 0
Purchases 56,531 45,046
Sales (38,573) (28,635)
Settlements (57,382) (25,204)
Fair value of plan assets at end of period 361,833 438,236
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation    
Fair value of plan liabilities at beginning of year 2,008  
Fair value of plan liabilities at end of year 2,008 2,008
Other liabilities    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation    
Fair value of plan liabilities at beginning of year 2,867  
Fair value of plan liabilities at end of year 4,887 2,867
Other liabilities | Level 3    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation    
Fair value of plan liabilities at beginning of year 2,008 2,008
Relating to assets still held at report date 0 0
Relating to assets sold during the period 0 0
Purchases 0 0
Sales 0 0
Settlements 0 0
Fair value of plan liabilities at end of year 2,008 2,008
Real estate | Level 3    
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation    
Fair value of plan assets at beginning of period 150,589 125,929
Actual return on plan assets - Relating to assets still held at report date (29,890) 17,874
Actual return on plan assets - Relating to assets sold during the period 0 0
Purchases 18,819 9,082
Sales (6,925) (2,296)
Settlements 0 0
Fair value of plan assets at end of period 132,593 150,589
Partnership/joint venture interests | Level 3    
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation    
Fair value of plan assets at beginning of period 186,817 174,789
Actual return on plan assets - Relating to assets still held at report date (9,315) 7,607
Actual return on plan assets - Relating to assets sold during the period 0 0
Purchases 37,712 35,964
Sales (31,648) (26,339)
Settlements (17,382) (5,204)
Fair value of plan assets at end of period 166,184 186,817
Hedge funds | Level 3    
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation    
Fair value of plan assets at beginning of period 100,828 113,850
Actual return on plan assets - Relating to assets still held at report date 2,226 6,978
Actual return on plan assets - Relating to assets sold during the period 0 0
Purchases 0 0
Sales 0 0
Settlements (40,000) (20,000)
Fair value of plan assets at end of period 63,054 100,828
Other assets | Level 3    
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation    
Fair value of plan assets at beginning of period 2 2
Actual return on plan assets - Relating to assets still held at report date 0 0
Actual return on plan assets - Relating to assets sold during the period 0 0
Purchases 0 0
Sales 0 0
Settlements 0 0
Fair value of plan assets at end of period $ 2 $ 2
v3.22.4
Income taxes - Components of Income (Loss) from Continuing Operations Attributable to Gannett Co., Inc. Before Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Domestic $ (121,840) $ (152,796) $ (646,795)
Foreign 44,934 64,875 (59,052)
Loss before income taxes $ (76,906) $ (87,921) $ (705,847)
v3.22.4
Income taxes - Provision (Benefit) for Income Taxes on Income from Continuing Operations (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current:      
Federal $ (3,579) $ 579 $ (6,896)
State and local 804 1,180 1,877
Foreign 1,575 1,521 1,744
Total current (1,200) 3,280 (3,275)
Deferred:      
Federal (692) 27,842 (20,832)
State and local (5,868) 1,663 (12,064)
Foreign 9,109 15,465 2,721
Total deferred 2,549 44,970 (30,175)
Provision (benefit) for income taxes $ 1,349 $ 48,250 $ (33,450)
v3.22.4
Income taxes - Reconciliation of Effective Tax Rate (Details)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Federal statutory tax rate 21.00% 21.00% 21.00%
(Increase) decrease in taxes resulting from:      
State and local income taxes, net of federal benefit 6.00% (3.00%) 1.40%
Debt refinancing 0.00% (30.20%) (2.50%)
Change in valuation allowance (30.90%) (40.60%) (9.20%)
Non-deductible meals, entertainment, and other expenses (0.50%) (2.30%) (0.30%)
Capital loss carryforward 0.00% (1.60%) 0.00%
PPP Loan forgiveness 0.00% 3.80% 0.00%
Global intangible low-taxed income (4.60%) (5.80%) 0.00%
Branch income 1.20% 1.60% 0.10%
Profit on non-qualifying land and buildings 0.10% 2.40% (0.10%)
Uncertain tax positions (2.60%) (8.60%) (1.00%)
Deduction for interest expense 8.50% 8.40% 0.90%
Transaction costs 0.00% 0.00% (0.10%)
Goodwill Impairment 0.00% 0.00% (5.50%)
Effective tax rate (1.80%) 0.00% 4.70%
v3.22.4
Income taxes - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Effective tax rate (as a percent) (1.80%) 0.00% 4.70%
Deferred tax asset valuation allowance, increase (decrease) $ 25.7 $ 23.4  
Operating loss carryforwards 561.5    
Disallowed business interest expense carryforwards 430.5    
State net operating loss carryforwards 1,041.0    
Foreign net operating loss carryforwards 235.0    
General business tax credit 5.6    
Foreign tax credits 0.3    
State credits 5.0    
Uncertain tax positions 43.3    
Interest and penalties included in uncertain tax position accrual 3.9 $ 3.7  
U.S Disallowed Interest Expense Carryforward      
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Deferred tax asset valuation allowance, increase (decrease) 19.6    
Acquisitions      
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Deferred tax asset valuation allowance, increase (decrease) 12.4    
Currency Translation Adjustment      
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Deferred tax asset valuation allowance, increase (decrease) (5.0)    
Other      
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Deferred tax asset valuation allowance, increase (decrease) (1.3)    
Foreign Tax Authority      
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Foreign capital loss carry forwards $ 41.6    
v3.22.4
Income taxes - Deferred Tax Liabilities and Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred tax liabilities:    
Fixed assets $ (13,850) $ (16,350)
Right of use asset (61,366) (80,033)
Convertible debt (22,808) (27,567)
Pension and other postretirement benefit obligations 0 (24,900)
Definite and indefinite lived intangible assets (32,197) (50,738)
Total deferred tax liabilities (130,221) (199,588)
Deferred tax assets:    
Accrued compensation costs 15,507 12,796
Accrued liabilities 15,837 15,760
Disallowed interest 103,012 83,370
Goodwill 6,605 12,624
Pension and other postretirement benefit obligations 7,671 0
Partnership investments 4,491 301
Loss carryforwards 248,516 255,874
Lease liabilities 61,511 72,728
Other 22,309 24,065
Total deferred tax assets 485,459 477,518
Less: Valuation allowances (300,059) (274,343)
Total net deferred tax assets 185,400 203,175
Net deferred tax assets (liabilities) $ 55,179 $ 3,587
v3.22.4
Income taxes - Summary of Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets
$ in Thousands
12 Months Ended
Dec. 31, 2022
USD ($)
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves  
Balance at beginning of period $ 274,343
Additions/(reductions) charged to expenses 18,347
Additions/(reductions) for acquisitions/dispositions 12,389
Other additions to (deductions from) reserves 0
Foreign currency translation (5,020)
Balance at end of period $ 300,059
v3.22.4
Income taxes - Summary of Activity Related to Unrecognized Tax Benefits, Excluding Federal Tax Benefit of State Tax Deductions (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns      
Balance at beginning of year $ 46,082 $ 40,885 $ 34,074
Additions based on tax positions related to the current year 5,411 6,574 6,617
Additions for tax positions of prior years 0 607 1,611
Reductions for tax positions of prior years (2,664) (1,984) (1,417)
Reductions due to lapsed statutes of limitations (2,264) 0 0
Foreign currency translation (2,868) 0 0
Balance at end of year $ 43,697 $ 46,082 $ 40,885
v3.22.4
Supplemental equity information - Earnings (Loss) Per Share (Basic and Diluted) (Details) - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Equity [Abstract]      
Net loss attributable to Gannett $ (78,002) $ (134,962) $ (670,479)
Basic weighted average shares outstanding (in shares) 136,903 134,783 131,742
Diluted weighted average shares outstanding (in shares) 136,903 134,783 131,742
v3.22.4
Supplemental equity information - Computation of Diluted Income Per Share (Details) - USD ($)
shares in Thousands, $ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Nov. 30, 2021
2027 Notes | Convertible Debt        
Share-based Compensation Arrangement by Share-based Payment Award        
Repurchased face amount   $ 11.8   $ 11.8
Warrants        
Share-based Compensation Arrangement by Share-based Payment Award        
Computation of diluted income per share (in shares) 845 845 845  
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award        
Computation of diluted income per share (in shares) 6,068 6,068 6,068  
Restricted stock grants        
Share-based Compensation Arrangement by Share-based Payment Award        
Computation of diluted income per share (in shares) 8,616 9,854 7,694  
2027 Notes        
Share-based Compensation Arrangement by Share-based Payment Award        
Computation of diluted income per share (in shares) 97,057 98,168 27,482  
v3.22.4
Supplemental equity information - Narrative (Details)
$ / shares in Units, shares in Thousands, $ in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
shares
$ / shares
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Nov. 30, 2021
USD ($)
Stockholders Equity Note        
Share-based compensation cost $ 16.8 $ 18.4 $ 26.4  
Unrecognized compensation cost related to non-vested share-based compensation $ 26.4      
Unrecognized compensation recognition period 1 year 10 months 24 days      
Number of stock options (in shares) | shares 6,068      
Weighted average grant date fair value (in dollars per shares) | $ / shares $ 1.78      
Weighted average exercise price (in dollars per share) | $ / shares $ 13.97      
Remaining contractual term (in years) 5 years 2 months 12 days      
Share-Based Payment Arrangement, Tranche One        
Stockholders Equity Note        
Vesting, percentage 33.30%      
Share-Based Payment Arrangement, Tranche Two        
Stockholders Equity Note        
Vesting, percentage 33.30%      
Share-Based Payment Arrangement, Tranche Three        
Stockholders Equity Note        
Vesting, percentage 33.40%      
2027 Notes | Convertible Debt        
Stockholders Equity Note        
Repurchased face amount   $ 11.8   $ 11.8
Aggregate shares receivable upon conversion (shares) | shares 287,200      
2027 Notes and restricted stock grants (in shares) | shares 190,100      
RSUs        
Stockholders Equity Note        
Vesting period (years) 3 years      
Restricted Stock Grants (RSGs)        
Stockholders Equity Note        
Aggregate intrinsic value of unvested $ 17.5      
RSU's & PSU's        
Stockholders Equity Note        
Aggregate intrinsic value of unvested $ 2.0      
v3.22.4
Supplemental equity information - RSU's; PSU's; and Restricted Stock Grants (Details) - $ / shares
shares in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
RSA      
Unvested Shares      
Outstanding and unvested at beginning of year (in shares) 6,949 5,181 317
Granted (in shares) 7,427 4,100 6,781
Vested (in shares) (2,633) (1,956) (1,280)
Forfeited (in shares) (3,127) (376) (637)
Outstanding and unvested at end of year (in shares) 8,616 6,949 5,181
Weighted- average grant date fair value      
Outstanding and unvested at beginning (in dollars per shares) $ 4.32 $ 3.39 $ 14.61
Granted (in dollars per share) 4.29 5.29 3.35
Vested (in dollars per shares) 4.63 3.80 5.72
Forfeited (in dollars per share) 3.75 4.76 3.90
Outstanding and unvested at end of year (in dollars per shares) $ 4.40 $ 4.32 $ 3.39
RSU's & PSU's      
Unvested Shares      
Outstanding and unvested at beginning of year (in shares) 2,905 2,513 7,368
Granted (in shares) 332 2,000 282
Vested (in shares) (1,905) (1,576) (4,713)
Forfeited (in shares) (332) (32) (424)
Outstanding and unvested at end of year (in shares) 1,000 2,905 2,513
Weighted- average grant date fair value      
Outstanding and unvested at beginning (in dollars per shares) $ 4.05 $ 6.28 $ 6.28
Granted (in dollars per share) 4.63 3.04 0.90
Vested (in dollars per shares) 4.58 6.28 6.27
Forfeited (in dollars per share) 4.63 6.28 2.81
Outstanding and unvested at end of year (in dollars per shares) $ 3.04 $ 4.05 $ 6.28
Performance Stock Units      
Unvested Shares      
Granted (in shares) 300    
Forfeited (in shares) (300)    
v3.22.4
Supplemental equity information - Rights Agreement (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Apr. 06, 2020
Class of Stock    
Operating loss carryforwards $ 561.5  
Rights agreement, percent of common stock owned required for exercise   4.99%
Rights agreement, additional percent of common stock owned required for exercise   0.50%
Exercise percent discount   50.00%
Preferred Stock    
Class of Stock    
Rights agreement, dividend declared (in shares)   1
Common stock    
Class of Stock    
Number of shares that may be exchanged per right (in shares)   1
v3.22.4
Supplemental equity information - Preferred Stock (Details) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Class of Stock    
Preferred stock authorized (in shares) 300,000 300,000
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, outstanding (in shares) 0 0
Preferred stock, issued (in shares) 0  
Series A Junior Participating Preferred Stock    
Class of Stock    
Preferred stock authorized (in shares) 150,000 150,000
Preferred stock, outstanding (in shares) 0  
v3.22.4
Supplemental equity information - Stock Repurchase Program (Details) - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Feb. 01, 2022
Class of Stock        
Treasury stock $ 6,555 $ 3,244 $ 2,020  
Stock Repurchase Program        
Class of Stock        
Shares authorized for repurchase, value       $ 100,000
Repurchase of common stock (in shares) 800      
Treasury stock $ 3,100      
Remaining authorized shares for share repurchase program $ 96,900      
v3.22.4
Supplemental equity information - Accumulated Other Comprehensive (Loss) Income (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss), Net of Tax      
Beginning Balance $ 532,100    
Other comprehensive income (loss) before reclassifications (160,360) $ 9,778 $ 41,945
Amounts reclassified from accumulated other comprehensive income (loss) (869) 47 26
Net current period other comprehensive income (loss), net of taxes (161,229) 9,825 41,971
Ending Balance 295,742 532,100  
Amounts reclassified from accumulated other comprehensive (loss) income (300) 20 10
Pension benefits      
Accumulated Other Comprehensive Income (Loss), Net of Tax      
Amount reclassified from accumulated other comprehensive (loss) income, net pension settlement gain 727 0 0
Gannett Retirement Plan | Pension benefits      
Accumulated Other Comprehensive Income (Loss), Net of Tax      
Amount reclassified from accumulated other comprehensive (loss) income, net pension settlement gain 700    
Noncash pension settlement gain, after tax 500    
Total      
Accumulated Other Comprehensive Income (Loss), Net of Tax      
Beginning Balance 59,998 50,173 8,202
Ending Balance (101,231) 59,998 50,173
Pension and postretirement benefit plans      
Accumulated Other Comprehensive Income (Loss), Net of Tax      
Beginning Balance 50,870 40,441 936
Other comprehensive income (loss) before reclassifications (136,352) 10,382 39,479
Amounts reclassified from accumulated other comprehensive income (loss) (869) 47 26
Net current period other comprehensive income (loss), net of taxes (137,221) 10,429 39,505
Ending Balance (86,351) 50,870 40,441
Foreign currency translation      
Accumulated Other Comprehensive Income (Loss), Net of Tax      
Beginning Balance 9,128 9,732 7,266
Other comprehensive income (loss) before reclassifications (24,008) (604) 2,466
Amounts reclassified from accumulated other comprehensive income (loss) 0 0 0
Net current period other comprehensive income (loss), net of taxes (24,008) (604) 2,466
Ending Balance $ (14,880) $ 9,128 $ 9,732
v3.22.4
Commitments, contingencies and other matters (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Commitments and Contingencies Disclosure    
Self insurance liabilities $ 51.1 $ 55.4
Printing Contracts and Others    
Commitments and Contingencies Disclosure    
Purchase commitments under contract $ 407.6  
v3.22.4
Segment reporting - Narrative (Details) - 12 months ended Dec. 31, 2022
segment
operating_segment
Segment Reporting Information    
Number of operating segments 2 2
Gannett Media    
Segment Reporting Information    
Number of operating segments 2  
v3.22.4
Segment reporting - Segment Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting Information      
Total operating revenues $ 2,945,303 $ 3,208,083 $ 3,405,670
Adjusted EBITDA (non-GAAP basis) $ 257,283 $ 433,712 $ 413,895
Adjusted EBITDA margin (non-GAAP basis) (percent) 8.70% 13.50% 12.20%
Advertising and marketing services      
Segment Reporting Information      
Total operating revenues $ 1,496,137 $ 1,651,161 $ 1,710,244
Circulation      
Segment Reporting Information      
Total operating revenues 1,084,637 1,249,674 1,391,996
Other      
Segment Reporting Information      
Total operating revenues 364,529 307,248 303,430
Operating Segments | Gannett Media      
Segment Reporting Information      
Total operating revenues 2,614,436 2,886,735 3,080,447
Adjusted EBITDA (non-GAAP basis) $ 247,675 $ 433,973 $ 459,195
Adjusted EBITDA margin (non-GAAP basis) (percent) 9.50% 15.00% 14.90%
Operating Segments | Gannett Media | Advertising and marketing services      
Segment Reporting Information      
Total operating revenues $ 1,027,254 $ 1,207,881 $ 1,295,158
Operating Segments | Gannett Media | Circulation      
Segment Reporting Information      
Total operating revenues 1,084,637 1,249,669 1,391,983
Operating Segments | Gannett Media | Other      
Segment Reporting Information      
Total operating revenues 359,089 299,863 278,964
Operating Segments | Digital Marketing Solutions      
Segment Reporting Information      
Total operating revenues 468,883 442,299 428,605
Adjusted EBITDA (non-GAAP basis) $ 57,580 $ 50,960 $ 24,361
Adjusted EBITDA margin (non-GAAP basis) (percent) 12.30% 11.50% 5.70%
Operating Segments | Digital Marketing Solutions | Advertising and marketing services      
Segment Reporting Information      
Total operating revenues $ 468,883 $ 441,394 $ 411,940
Operating Segments | Digital Marketing Solutions | Circulation      
Segment Reporting Information      
Total operating revenues 0 0 0
Operating Segments | Digital Marketing Solutions | Other      
Segment Reporting Information      
Total operating revenues 0 905 16,665
Corporate and other      
Segment Reporting Information      
Total operating revenues 5,440 8,371 10,960
Adjusted EBITDA (non-GAAP basis) (47,972) (51,221) (69,661)
Corporate and other | Advertising and marketing services      
Segment Reporting Information      
Total operating revenues 0 1,886 3,146
Corporate and other | Circulation      
Segment Reporting Information      
Total operating revenues 0 5 13
Corporate and other | Other      
Segment Reporting Information      
Total operating revenues 5,440 6,480 7,801
Intersegment Eliminations      
Segment Reporting Information      
Total operating revenues (143,456) (129,322) (114,342)
Intersegment Eliminations | Advertising and marketing services      
Segment Reporting Information      
Total operating revenues (143,456) (129,322) (114,342)
Intersegment Eliminations | Gannett Media | Advertising and marketing services      
Segment Reporting Information      
Total operating revenues 143,456 129,322 114,342
Intersegment Eliminations | Digital Marketing Solutions | Advertising and marketing services      
Segment Reporting Information      
Total operating revenues $ 0 $ 0 $ 0
v3.22.4
Segment reporting - Reconciliation of EBITDA to Operating Income (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting [Abstract]      
Net loss attributable to Gannett $ (78,002,000) $ (134,962,000) $ (670,479,000)
Provision (benefit) for income taxes 1,349,000 48,250,000 (33,450,000)
Interest expense 108,366,000 135,748,000 228,513,000
(Gain) loss on early extinguishment of debt (399,000) 48,708,000 43,760,000
Non-operating pension income (58,953,000) (95,357,000) (72,149,000)
Loss on convertible notes derivative 0 126,600,000 74,329,000
Depreciation and amortization 182,022,000 203,958,000 263,819,000
Integration and reorganization costs 87,974,000 49,284,000 145,731,000
Other operating expenses 1,892,000 20,952,000 11,152,000
Asset impairments 1,056,000 3,976,000 11,029,000
Goodwill and intangible impairments 0 0 393,446,000
(Gain) loss on sale or disposal of assets, net (6,883,000) 17,208,000 (5,680,000)
Share-based compensation expense 16,751,000 18,439,000 26,350,000
Other items 2,110,000 (9,092,000) (2,476,000)
Adjusted EBITDA (non-GAAP basis) $ 257,283,000 $ 433,712,000 $ 413,895,000
Net loss attributable to Gannett margin (percent) (2.60%) (4.20%) (19.70%)
Adjusted EBITDA margin (non-GAAP basis) (percent) 8.70% 13.50% 12.20%
v3.22.4
Subsequent events - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Feb. 28, 2023
Subsequent Event          
Gain on extinguishment of debt   $ 399 $ (48,708) $ (43,760)  
Senior Notes | 2026 Senior Notes          
Subsequent Event          
Gain on extinguishment of debt   $ 2,600      
Subsequent Event | Senior Notes | 2026 Senior Notes          
Subsequent Event          
Repurchase principal outstanding         $ 6,100
Gain on extinguishment of debt $ 900        
Write-off of debt issuance costs and discounts $ 300