GANNETT CO., INC., 10-Q filed on 8/4/2022
Quarterly Report
v3.22.2
Cover Page - shares
 6 Months Ended
Jun. 30, 2022
Aug. 01, 2022
Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2022  
Document Transition Report false  
Entity File Number 001-36097  
Entity Registrant Name GANNETT CO., INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 38-3910250  
Entity Address, Address Line One 7950 Jones Branch Drive,  
Entity Address, City or Town McLean,  
Entity Address, State or Province VA  
Entity Address, Postal Zip Code 22107-0910  
City Area Code 703  
Local Phone Number 854-6000  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock Shares Outstanding   146,677,527
Entity Central Index Key 0001579684  
Amendment Flag false  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q2  
Current Fiscal Year End Date --12-31  
Common stock    
Entity Information    
Title of Each Class Common Stock, par value $0.01 per share  
Trading Symbol GCI  
Name of Each Exchange on Which Registered NYSE  
Preferred Stock Purchase Rights    
Entity Information    
Title of Each Class Preferred Stock Purchase Rights  
Name of Each Exchange on Which Registered NYSE  
No Trading Symbol true  
v3.22.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 87,331 $ 130,756
Accounts receivable, net of allowance for doubtful accounts of $11,967 and $16,470 as of June 30, 2022 and December 31, 2021, respectively 289,813 328,733
Inventories 34,981 37,662
Prepaid expenses and other current assets 75,392 80,110
Total current assets 487,517 577,261
Property, plant and equipment, net of accumulated depreciation of $359,248 and $336,500 as of June 30, 2022 and December 31, 2021, respectively 372,375 415,384
Operating lease assets 257,361 271,935
Goodwill 540,491 533,709
Intangible assets, net 666,678 713,153
Deferred tax assets 0 32,399
Pension and other assets 329,228 284,228
Total assets 2,653,650 2,828,069
Current liabilities:    
Accounts payable and accrued liabilities 320,699 357,014
Deferred revenue 174,112 184,838
Current portion of long-term debt 60,846 69,456
Other current liabilities 49,699 51,218
Total current liabilities 605,356 662,526
Long-term debt 760,954 769,446
Convertible debt 399,319 393,354
Deferred tax liabilities 10,702 28,812
Pension and other postretirement benefit obligations 67,554 71,937
Long-term operating lease liabilities 242,262 254,969
Other long-term liabilities 109,595 117,410
Total noncurrent liabilities 1,590,386 1,635,928
Total liabilities 2,195,742 2,298,454
Commitments and contingent liabilities (See Note 11)
Equity    
Preferred stock, $0.01 par value per share, 300,000 shares authorized, of which 150,000 shares are designated as Series A Junior Participating Preferred Stock, none of which were issued and outstanding at June 30, 2022 and December 31, 2021 0 0
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 152,597,534 shares issued and 146,787,563 shares outstanding at June 30, 2022; 144,667,389 shares issued and 142,299,399 shares outstanding at December 31, 2021 1,526 1,446
Treasury stock, at cost, 5,809,971 shares and 2,367,990 shares at June 30, 2022 and December 31, 2021, respectively (14,700) (8,151)
Additional paid-in capital 1,402,652 1,400,206
Accumulated deficit (978,054) (921,399)
Accumulated other comprehensive income 46,747 59,998
Total Gannett stockholders equity 458,171 532,100
Noncontrolling interests (263) (2,485)
Total equity 457,908 529,615
Total liabilities and equity $ 2,653,650 $ 2,828,069
v3.22.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Trade receivables, allowance for doubtful receivables $ 11,967 $ 16,470
Property plant and equipment, accumulated depreciation $ 359,248 $ 336,500
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock authorized (in shares) 300,000 300,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 2,000,000,000 2,000,000,000
Common stock, issued (in shares) 152,597,534 144,667,389
Common stock, outstanding (in shares) 146,787,563 142,299,399
Treasury stock (in shares) 5,809,971 2,367,990
Series A Junior Participating Preferred Stock    
Preferred stock authorized (in shares) 150,000 150,000
Preferred stock, outstanding (in shares) 0  
v3.22.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Total operating revenues $ 748,660 $ 804,275 $ 1,496,737 $ 1,581,359
Operating costs 476,002 473,172 945,887 950,970
Selling, general and administrative expenses 227,836 222,904 449,673 426,588
Depreciation and amortization 49,530 48,242 97,313 106,345
Integration and reorganization costs 15,745 8,444 27,143 21,848
Asset impairments 85 0 939 833
Loss (gain) on sale or disposal of assets, net 372 5,294 (2,432) 10,039
Other operating expenses 314 774 1,416 11,350
Total operating expenses 769,884 758,830 1,519,939 1,527,973
Operating income (loss) (21,224) 45,445 (23,202) 53,386
Interest expense 26,084 35,264 52,090 74,767
Loss on early extinguishment of debt 749 2,834 3,492 22,235
Non-operating pension income (18,160) (23,906) (36,373) (47,784)
Loss on convertible notes derivative 0 0 0 126,600
Other non-operating expense (income), net 1,645 (1,148) (160) (3,023)
Non-operating expenses 10,318 13,044 19,049 172,795
Income (loss) before income taxes (31,542) 32,401 (42,251) (119,409)
Provision for income taxes 22,158 17,692 14,551 8,583
Net income (loss) (53,700) 14,709 (56,802) (127,992)
Net loss attributable to noncontrolling interests [1] (12) (406) (147) (791)
Net income (loss) attributable to Gannett $ (53,688) $ 15,115 $ (56,655) $ (127,201)
Income (loss) per share attributable to Gannett - basic (in dollars per share) $ (0.39) $ 0.11 $ (0.41) $ (0.95)
Income (loss) per share attributable to Gannett - diluted (in dollars per share) $ (0.39) $ 0.10 $ (0.41) $ (0.95)
Other comprehensive income (loss):        
Foreign currency translation adjustments $ (15,648) $ 1,750 $ (23,204) $ 4,787
Pension and other postretirement benefit items:        
Net actuarial gain (loss) 12,786 (1,426) 10,990 (300)
Amortization of net actuarial (gain) loss (217) (5) (249) 15
Other 1,469 (292) 2,005 (846)
Total pension and other postretirement benefit items 14,038 (1,723) 12,746 (1,131)
Other comprehensive income (loss) before tax (1,610) 27 (10,458) 3,656
Income tax expense (benefit) related to components of other comprehensive income (loss) 3,250 (390) 2,793 (184)
Other comprehensive income (loss), net of tax (4,860) [2] 417 [2] (13,251) 3,840 [3]
Comprehensive income (loss) (58,560) 15,126 (70,053) (124,152)
Comprehensive loss attributable to noncontrolling interests [1] (12) (406) (147) (791)
Comprehensive income (loss) attributable to Gannett (58,548) 15,532 (69,906) (123,361)
Advertising and marketing services        
Total operating revenues 383,609 420,110 758,723 808,467
Circulation        
Total operating revenues 274,624 310,259 563,226 635,696
Other        
Total operating revenues $ 90,427 $ 73,906 $ 174,788 $ 137,196
[1] )     For the three and six months ended June 30, 2022, there were no redeemable noncontrolling interests included in Net loss attributable to noncontrolling interests. For the three and six months ended June 30, 2021, Net loss attributable to noncontrolling interests included $0.4 million and $0.8 million, respectively, relating to redeemable noncontrolling interests.
[2] For the three months ended June 30, 2022 and 2021, Other comprehensive income is net of income tax provision of $3.3 million and income tax benefit of $0.4 million, respectively.
[3] For the six months ended June 30, 2022 and 2021, Other comprehensive income is net of income tax provision of $2.8 million and income tax benefit of $0.2 million, respectively.
v3.22.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Income Statement [Abstract]        
Net loss attributable to noncontrolling interests $ 0.0 $ 0.4 $ 0.0 $ 0.8
v3.22.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Operating activities    
Net loss $ (56,802) $ (127,992)
Adjustments to reconcile net loss to operating cash flows:    
Depreciation and amortization 97,313 106,345
Share-based compensation expense 8,778 9,202
Non-cash interest expense 10,641 11,531
Loss (gain) on sale or disposal of assets, net (2,432) 10,039
Loss on convertible notes derivative 0 126,600
Loss on early extinguishment of debt 3,492 22,235
Asset impairments 939 833
Pension and other postretirement benefit obligations (51,353) (78,038)
Change in other assets and liabilities, net (8,888) 11,832
Cash provided by operating activities 1,688 92,587
Investing activities    
Acquisitions, net of cash acquired (15,432) 0
Purchase of property, plant and equipment (23,292) (15,821)
Proceeds from sale of real estate and other assets 29,623 23,341
Change in other investing activities (548) (335)
Cash provided by (used for) investing activities (9,649) 7,185
Financing activities    
Payments of deferred financing costs (957) (33,921)
Borrowings under term loans 80,000 1,045,000
Repayments under term loans (74,879) (1,129,605)
Repayments of long-term debt (30,000) 0
Acquisition of noncontrolling interests (2,050) 0
Treasury stock (6,529) (2,030)
Changes in other financing activities (632) (423)
Cash used for financing activities (35,047) (120,979)
Effect of currency exchange rate change on cash (1,140) 625
Decrease in cash, cash equivalents and restricted cash (44,148) (20,582)
Cash, cash equivalents and restricted cash at beginning of period 143,619 206,726
Cash, cash equivalents and restricted cash at end of period $ 99,471 $ 186,144
v3.22.2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Common stock
Additional paid-in capital
Accumulated other comprehensive income (loss)
Accumulated deficit
Treasury stock
Non-controlling interest
Beginning balance at Dec. 31, 2020 $ 364,109 $ 1,395 $ 1,103,881 $ 50,173 $ (786,437) $ (4,903) $ 0 [1]
Beginning balance (in shares) at Dec. 31, 2020   139,495,000          
Beginning balance (in shares) at Dec. 31, 2020           1,392,000  
Increase (Decrease) in Stockholders' Equity              
Net income (loss) attributable to Gannett (127,201)       (127,201)    
Restricted stock awards settled, net of withholdings (1,896) $ 10 (1,906)        
Restricted stock awards settled, net of withholdings (in shares)   1,062,000          
Restricted share grants 0 $ 39 (39)        
Restricted share grants (in shares)   3,878,000          
Equity component - 2027 Notes 283,718   283,718        
Other comprehensive income (loss), net of income tax [2] 3,840     3,840      
Share-based compensation expense 9,202   9,202        
Issuance of common stock 63 $ 2 61        
Issuance of common stock (in shares)   204,000          
Remeasurement of redeemable noncontrolling interests 126   126        
Treasury stock (2,030)         $ (2,030)  
Treasury stock (in shares)           393,000  
Restricted share forfeiture (2)         $ (2)  
Restricted share forfeiture (in shares)           230,000  
Other activity 148   148        
Ending balance at Jun. 30, 2021 530,077 $ 1,446 1,395,191 54,013 (913,638) $ (6,935) 0 [1]
Ending balance (in shares) at Jun. 30, 2021   144,639,000          
Ending balance (in shares) at Jun. 30, 2021           2,015,000  
Beginning balance at Mar. 31, 2021 541,652 $ 1,444 1,421,977 53,596 (928,753) $ (6,612) 0 [1]
Beginning balance (in shares) at Mar. 31, 2021   144,444,000          
Beginning balance (in shares) at Mar. 31, 2021           1,902,000  
Increase (Decrease) in Stockholders' Equity              
Net income (loss) attributable to Gannett 15,115       15,115    
Restricted stock awards settled, net of withholdings (11)   (11)        
Restricted stock awards settled, net of withholdings (in shares)   5,000          
Equity component - 2027 Notes (32,534)   (32,534)        
Other comprehensive income (loss), net of income tax [3] 417     417      
Share-based compensation expense 5,779   5,779        
Issuance of common stock 2 $ 2          
Issuance of common stock (in shares)   190,000          
Treasury stock (323)         $ (323)  
Treasury stock (in shares)           63,000  
Restricted share forfeiture (in shares)           50,000  
Other activity (20)   (20)        
Ending balance at Jun. 30, 2021 530,077 $ 1,446 1,395,191 54,013 (913,638) $ (6,935) 0 [1]
Ending balance (in shares) at Jun. 30, 2021   144,639,000          
Ending balance (in shares) at Jun. 30, 2021           2,015,000  
Beginning balance at Dec. 31, 2021 $ 529,615 $ 1,446 1,400,206 59,998 (921,399) $ (8,151) (2,485) [1]
Beginning balance (in shares) at Dec. 31, 2021 142,299,399 144,667,000          
Beginning balance (in shares) at Dec. 31, 2021 2,367,990         2,368,000  
Increase (Decrease) in Stockholders' Equity              
Net income (loss) attributable to Gannett $ (56,802)       (56,655)   (147) [1]
Acquisition of noncontrolling interests (2,050)   (4,419)       2,369
Restricted stock awards settled, net of withholdings (1,552) $ 7 (1,559)        
Restricted stock awards settled, net of withholdings (in shares)   615,000          
Restricted share grants 0 $ 70 (70)        
Restricted share grants (in shares)   7,031,000          
Other comprehensive income (loss), net of income tax (13,251)     (13,251)      
Share-based compensation expense 8,778   8,778        
Issuance of common stock 88 $ 3 85        
Issuance of common stock (in shares)   285,000          
Treasury stock (6,529)         $ (6,529)  
Treasury stock (in shares)           1,555,000  
Restricted share forfeiture (20)         $ (20)  
Restricted share forfeiture (in shares)           1,887,000  
Other activity (369)   (369)        
Ending balance at Jun. 30, 2022 $ 457,908 $ 1,526 1,402,652 46,747 (978,054) $ (14,700) (263) [1]
Ending balance (in shares) at Jun. 30, 2022 146,787,563 152,598,000          
Ending balance (in shares) at Jun. 30, 2022 5,809,971         5,810,000  
Beginning balance at Mar. 31, 2022 $ 514,726 $ 1,510 1,397,516 51,607 (924,366) $ (11,290) (251) [1]
Beginning balance (in shares) at Mar. 31, 2022   151,017,000          
Beginning balance (in shares) at Mar. 31, 2022           3,188,000  
Increase (Decrease) in Stockholders' Equity              
Net income (loss) attributable to Gannett (53,700)       (53,688)   (12) [1]
Restricted stock awards settled, net of withholdings (18)   (18)        
Restricted share grants 0 $ 13 (13)        
Restricted share grants (in shares)   1,303,000          
Other comprehensive income (loss), net of income tax [3] (4,860)     (4,860)      
Share-based compensation expense 5,385   5,385        
Issuance of common stock 26 $ 3 23        
Issuance of common stock (in shares)   278,000          
Treasury stock (3,391)         $ (3,391)  
Treasury stock (in shares)           863,000  
Restricted share forfeiture (19)         $ (19)  
Restricted share forfeiture (in shares)           1,759,000  
Other activity (241)   (241)        
Ending balance at Jun. 30, 2022 $ 457,908 $ 1,526 $ 1,402,652 $ 46,747 $ (978,054) $ (14,700) $ (263) [1]
Ending balance (in shares) at Jun. 30, 2022 146,787,563 152,598,000          
Ending balance (in shares) at Jun. 30, 2022 5,809,971         5,810,000  
[1] Excludes Redeemable noncontrolling interests which are reflected in temporary equity.
[2] For the six months ended June 30, 2022 and 2021, Other comprehensive income is net of income tax provision of $2.8 million and income tax benefit of $0.2 million, respectively.
[3] For the three months ended June 30, 2022 and 2021, Other comprehensive income is net of income tax provision of $3.3 million and income tax benefit of $0.4 million, respectively.
v3.22.2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Statement of Stockholders' Equity [Abstract]        
Other comprehensive income, tax (benefit) expense $ 3,250 $ (390) $ 2,793 $ (184)
v3.22.2
Description of business and basis of presentation
 6 Months Ended
Jun. 30, 2022
Accounting Policies [Abstract]  
Description of business and basis of presentation
NOTE 1 — Description of business and basis of presentation

Description of business
Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. Gannett operates a scalable, data-driven media platform that aligns with consumer and digital marketing trends. We aim to be the premier source for clarity, connections and solutions within our communities. Our strategy is focused on driving audience growth and engagement by delivering deeper content experiences to our consumers, while offering the products and marketing expertise our advertisers desire. We expect the execution of this strategy to enable us to continue our evolution from a more traditional print media business to a digitally-focused content platform.

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

Our current portfolio of media assets includes USA TODAY, local media organizations in 45 states in the U.S., and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K.") with more than 150 local media brands. We also operate a digital marketing solutions company, branded LOCALiQ, which provides a cloud-based platform of products to enable small and medium-sized businesses to accomplish their marketing goals. In addition, we run what we believe is the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures.

Through USA TODAY, our local property network, 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 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. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements.

Impacts of the COVID-19 pandemic

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

Basis of presentation

The condensed consolidated financial statements included in this report are unaudited; however, in the opinion of management, they contain all of the adjustments (consisting of those of a normal, recurring nature) considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applicable to interim periods. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates.

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

Recent accounting pronouncements adopted

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

In August 2020, the Financial Accounting Standards Board (the "FASB") issued new guidance, ASU 2020-06, that simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition to eliminating certain accounting models, the guidance amends the disclosures for convertible instruments and earnings-per-share guidance. It also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. This guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the accounting for the Company's $497.1 million in aggregate principal amount of 6.0% Senior Secured Convertible Notes due 2027 issued by the Company on November 17, 2020 (the "2027 Notes"), or the condensed consolidated financial statements.

Reference Rate Reform

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

Disclosures by Business Entities about Government Assistance

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

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

In October 2021, the FASB issued new guidance, ASU 2021-08, that requires an acquirer to recognize and measure certain contract assets and contract liabilities in a business combination in accordance with ASC 606, "Revenue from Contracts with Customers", rather than at fair value on the acquisition date as required under current U.S. GAAP. This guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, including interim periods within those fiscal years. The early adoption of this guidance effective January 1, 2022 did not have a material impact on the condensed consolidated financial statements.
v3.22.2
Revenues
 6 Months Ended
Jun. 30, 2022
Revenue from Contract with Customer [Abstract]  
Revenues
NOTE 2 — Revenues

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company’s condensed consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by revenue type. Sales taxes and other usage-based taxes are excluded from revenues. The following table presents our revenues disaggregated by source:

Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Print advertising$173,453 $200,925 $346,971 $394,121 
Digital advertising and marketing services210,156 219,185 411,752 414,346 
Total advertising and marketing services383,609 420,110 758,723 808,467 
Circulation274,624 310,259 563,226 635,696 
Other90,427 73,906 174,788 137,196 
Total revenues$748,660 $804,275 $1,496,737 $1,581,359 

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

Deferred revenues

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

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

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

Six months ended June 30, 2022Six months ended June 30, 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 receipts140,331 489,333 629,664 132,167 512,262 644,429 
Revenue recognized(149,353)(493,425)(642,778)(130,545)(515,272)(645,817)
Ending balance$51,643 $122,469 $174,112 $53,308 $131,311 $184,619 
v3.22.2
Accounts receivable, net
 6 Months Ended
Jun. 30, 2022
Receivables [Abstract]  
Accounts receivable, net
NOTE 3 — 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:
Six months ended June 30,
In thousands20222021
Beginning balance$16,470 $20,843 
Current period provision1,629 681 
Write-offs charged against the allowance(8,503)(5,943)
Recoveries of amounts previously written-off1,994 2,296 
Other377 78 
Ending balance$11,967 $17,955 

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 three and six months ended June 30, 2022, the Company recorded $4.0 million and $1.6 million in bad debt expense, respectively. For the three and six months ended June 30, 2021, the Company recorded $2.9 million and $0.7 million in bad debt expense, respectively. Bad debt expense is included in Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). For both the three months and six months ended June 30, 2022, the Company recorded an increase in bad debt expense due to increased write-offs and reserves associated with circulation revenue in the second quarter of 2022.
v3.22.2
Goodwill and intangible assets
 6 Months Ended
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and intangible assets
NOTE 4 — Goodwill and intangible assets

Goodwill and intangible assets consisted of the following:
June 30, 2022December 31, 2021
 In thousandsGross carrying amountAccumulated
amortization		Net carrying
amount		Gross carrying amountAccumulated
amortization		Net carrying
amount
Finite-lived intangible assets:
Advertiser relationships$453,993 $174,834 $279,159 $453,038 $153,988 $299,050 
Other customer relationships102,437 40,662 61,775 102,486 35,237 67,249 
Subscriber relationships253,798 114,555 139,243 254,162 99,905 154,257 
Other intangible assets68,780 50,752 18,028 68,690 44,291 24,399 
Sub-total$879,008 $380,803 $498,205 $878,376 $333,421 $544,955 
Indefinite-lived intangible assets:
Mastheads168,473 168,198 
Total intangible assets$666,678 $713,153 
Goodwill$540,491 $533,709 
Consistent with the Company’s past practice, the Company performed its annual goodwill and indefinite-lived intangible impairment assessment in the second quarter of 2022 with the assistance of third-party valuation specialists. Within the impairment analyses performed, the Company considered the current and expected future economic and market conditions and the impact on the fair value of each of the reporting units. The most significant assumptions utilized in the determination of the estimated fair values included revenue and cash flow projections, discount rates and long-term growth rates. The long-term growth rates are dependent on various factors and could be adversely impacted by a sustained decrease in overall market growth rates, the competitive environment, and relative currency exchange rates, and could be adversely impacted by a sustained increase in inflation, all of which the Company considered in determining the long-term growth rates used in the analysis, which ranged from 0.0% to 3.0%. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. The discount rate may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets. The Company considered these factors in determining the discount rates used in the analysis, which ranged from 13.0% to 17.0%.

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

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

In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under ASC 360. As of June 30, 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.
v3.22.2
Integration and reorganization costs and asset impairments
 6 Months Ended
Jun. 30, 2022
Restructuring and Related Activities [Abstract]  
Integration and reorganization costs and asset impairments
NOTE 5 — Integration and reorganization costs and asset impairments

Over the past several years, the Company has engaged in a series of individual restructuring programs, designed primarily to right-size the Company’s 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 expense, 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:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Gannett Media$10,595 $1,405 $15,772 $8,184 
Digital Marketing Solutions140 (24)149 (81)
Corporate and other902 (252)1,076 123 
Total$11,637 $1,129 $16,997 $8,226 
A rollforward of the accrued severance and related costs included in Accounts payable and accrued expenses on the condensed consolidated balance sheets for the six months ended June 30, 2022 is as follows:
In thousandsSeverance and
related costs
Beginning balance$12,558 
Restructuring provision included in integration and reorganization costs16,997 
Cash payments(13,124)
Ending balance$16,431 

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

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:

Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Gannett Media$446 $(1,602)$990 $(1,055)
Digital Marketing Solutions153 228 295 451 
Corporate and other3,509 8,689 8,861 14,226 
Total$4,108 $7,315 $10,146 $13,622 

Accelerated depreciation

The Company incurred accelerated depreciation, a component of Depreciation and amortization expense in the condensed consolidated statements of operations and comprehensive income (loss) related to the shortened useful life of assets due to the closing of print facilities and sale of property primarily at the Gannett Media segment, of $5.5 million and $1.1 million for the three months ended June 30, 2022 and 2021, respectively, and $10.2 million and $10.3 million for the six months ended June 30, 2022 and 2021, respectively.
v3.22.2
Debt
 6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Debt
NOTE 6 — Debt

The Company's debt consisted of the following:

June 30, 2022December 31, 2021
(in millions)Principal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying valuePrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying value
New Senior Secured Term Loan$485.2 $(10.9)$(2.3)$472.0 $480.1 $(14.1)$(2.7)$463.3 
2026 Senior Notes370.0 (11.3)(8.9)349.8 400.0 (13.7)(10.7)375.6 
2027 Notes485.3 (87.4)(1.9)396.0 485.3 (93.2)(2.0)390.1 
2024 Notes3.3 — — 3.3 3.3 — — 3.3 
Total debt$1,343.8 $(109.6)$(13.1)$1,221.1 $1,368.7 $(121.0)$(15.4)$1,232.3 
Less: Current portion of long-term debt$(60.8)$— $— $(60.8)$(69.5)$— $— $(69.5)
Non-current portion of long-term debt$1,283.0 $(109.6)$(13.1)$1,160.3 $1,299.2 $(121.0)$(15.4)$1,162.8 

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

The New Senior Secured Term Loan bears interest at a per annum rate equal to Adjusted Term SOFR (which shall not be less than 0.50% per annum) plus a margin of 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, and make investments and pay dividends, in each case with customary exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.50 to 1.00, and (iii) an unlimited amount if First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of June 30, 2022, the Company was in compliance with all of the covenants and obligations under the New Senior Secured Term Loan.

The New Senior Secured Term Loan was recorded at carrying value, which approximates fair value in the condensed consolidated balance sheets and was classified as Level 2.

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

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

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 a 2026 Senior Notes Guarantor’s assets. These covenants are subject to a number of limitations and exceptions. The 2026 Senior Notes Indenture also contains customary events of default.

The 2026 Senior Notes are classified as Level 2 because it is measured at fair value using commonly accepted valuation methodologies and indirectly observable, market-based risk measurements and historical data, and a review of prices and terms available for similar debt instruments.

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

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

Interest on the 2027 Notes is payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be converted at any time by the holders into cash, shares of 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").

The conversion rate is subject to customary adjustment provisions as provided in the 2027 Notes Indenture. In addition, the conversion rate will be subject to adjustment in the event of any issuance or sale of Common Stock (or securities convertible into Common Stock) at a price equal to or less than the Conversion Price in order to ensure that following such issuance or sale, the 2027 Notes would be convertible into approximately 42% (adjusted for repurchases and certain other events that reduce the outstanding amount of the 2027 Notes) of the Common Stock after giving effect to such issuance or sale (assuming the initial principal amount of the 2027 Notes remains outstanding). After giving effect to the repurchase of $11.8 million in aggregate principal outstanding of the 2027 Notes during the year ended December 31, 2021, such percentage is approximately 41%.

Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the 2027 Notes Indenture), 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.
The 2027 Notes has two components: (i) a debt component, and (ii) an equity component. The debt component of the 2027 Notes is classified as Level 2 because it is measured at fair value using commonly accepted valuation methodologies and indirectly observable, market-based risk measurements and historical data, and a review of prices and terms available for similar debt instruments that do not contain a conversion feature. The fair value of the equity component is classified as Level 3 because it is measured at fair value using a binomial lattice model using assumptions based on market information and historical data, and significant unobservable inputs. As of June 30, 2022 and December 31, 2021, the amount of the conversion feature recorded in Additional paid-in capital was $279.6 million.

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

For the six months ended June 30, 2022, no shares were issued upon conversion, exercise, or satisfaction of the required conditions. Refer to Note 10 — Supplemental equity information for details on the convertible debt's impact to diluted earnings per share under the if-converted method.

Senior Convertible Notes due 2024
The $3.3 million principal value of the remaining 4.75% convertible senior notes due 2024 (the "2024 Notes") outstanding is reported as convertible debt in the condensed consolidated balance sheets. As of June 30, 2022, the effective interest rate on the 2024 Notes was 6.05%.
v3.22.2
Pensions and other postretirement benefit plans
 6 Months Ended
Jun. 30, 2022
Retirement Benefits [Abstract]  
Pensions and other postretirement benefit plans
NOTE 7 — Pensions and other postretirement benefit plans

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

Retirement plan costs include the following components:
Pension benefits
Postretirement benefits
Three months ended June 30,Three months ended June 30,
In thousands2022202120222021
Operating expenses:
Service cost - benefits earned during the period$434 $469 $23 $13 
Non-operating expenses:
Interest cost on benefit obligation18,132 17,106 434 401 
Expected return on plan assets(36,509)(41,408)— — 
Amortization of actuarial loss (gain)25 42 (242)(47)
Total non-operating (benefit) expenses$(18,352)$(24,260)$192 $354 
Total expense (benefit) for retirement plans$(17,918)$(23,791)$215 $367 
Pension benefits
Postretirement benefits
Six months ended June 30,Six months ended June 30,
In thousands2022202120222021
Operating expenses:
Service cost - benefits earned during the period$909 $980 $38 $44 
Non-operating expenses:
Interest cost on benefit obligation36,781 34,137 885 902 
Expected return on plan assets(73,790)(82,838)— — 
Amortization of actuarial loss (gain)45 77 (294)(62)
Total non-operating (benefit) expenses$(36,964)$(48,624)$591 $840 
Total expense (benefit) for retirement plans$(36,055)$(47,644)$629 $884 
During the six months ended June 30, 2022, we contributed $13.0 million and $2.9 million to our pension and other postretirement plans, respectively. Additionally, in response to the COVID-19 pandemic, our GR Plan in the U.S. has deferred certain contractual contributions and negotiated a contribution payment plan of $5.0 million per quarter starting December 31, 2020 through the end of September 30, 2022.
v3.22.2
Fair value measurement
 6 Months Ended
Jun. 30, 2022
Fair Value Disclosures [Abstract]  
Fair value measurement
NOTE 8 — Fair value measurement

In accordance with ASC 820, "Fair Value Measurement," fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.

As of June 30, 2022 and December 31, 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.

Refer to Note 6 — Debt for additional discussion regarding fair value of the New Senior Secured Term Loan, the 2026 Senior Notes, the 2027 Notes and the 2024 Notes.

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. Assets held for sale totaled $1.1 million and $3.5 million as of June 30, 2022 and December 31, 2021, respectively. The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the second quarter of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Refer to Note 4 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment.
v3.22.2
Income taxes
 6 Months Ended
Jun. 30, 2022
Income Tax Disclosure [Abstract]  
Income taxes
NOTE 9 — Income taxes

The following table outlines our pre-tax net loss and income tax amounts:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Income (loss) before income taxes$(31,542)$32,401 $(42,251)$(119,409)
Provision for income taxes22,158 17,692 14,551 8,583 
Effective tax rate(70.3)%54.6 %(34.4)%(7.2)%

The provision for income taxes is calculated by applying the estimated annual effective tax rate for the year to the current period income or loss before tax plus the tax effect of any significant or unusual items, discrete events, or changes in tax law.
The provision for income taxes for the three months ended June 30, 2022 was mainly driven by the valuation allowances on non-deductible interest expense carryforwards, the change in the estimated annual effective tax rate as a result of the change in the net income before tax forecast in the second quarter of 2022, and the global intangible low taxed income inclusion from our wholly owned U.K subsidiary. The provision was calculated using an estimated annual effective tax rate of negative 43.30%. The estimated annual effective tax rate is principally impacted by the valuation allowances on non-deductible interest expense carryforwards, the pre-tax book loss benefit, the global intangible low taxed income inclusion, and state and foreign income tax expense.

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

The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $46.5 million and $45.0 million as of June 30, 2022 and December 31, 2021, respectively. The amount of accrued interest and penalties payable related to unrecognized tax benefits was $4.0 million and $3.7 million as of June 30, 2022 and December 31, 2021, respectively.

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

The provision for income taxes for the three months ended June 30, 2021 was mainly driven by the pre-tax income and was impacted by the creation of valuation allowances on non-deductible interest expense carryforwards in combination with the U.K. enacted legislation to increase the statutory tax rate from 19% to 25%, effective April 1, 2023. While the U.K. corporate tax rate change does not impact 2021 or 2022 tax filings, the rate change impacts the tax effected value of the U.K. deferred tax liabilities. The provision was calculated using the estimated annual effective tax rate of 49.6%. The estimated annual effective tax rate is based on a projected tax expense for the full year.
The provision for income taxes for the six months ended June 30, 2021 was mainly driven by the pre-tax net loss generated during the first quarter of 2021. The tax provision was also impacted by the derivative revaluation, which is nondeductible for tax purposes, partially offset by the creation of valuation allowances on non-deductible interest expense carryforwards as well as state income tax and foreign tax expense.
v3.22.2
Supplemental equity information
 6 Months Ended
Jun. 30, 2022
Equity [Abstract]  
Supplemental equity information
NOTE 10 — Supplemental equity information

Income (loss) per share

The following table sets forth the information to compute basic and diluted income (loss) per share:
Three months ended June 30,Six months ended June 30,
In thousands, except per share data2022202120222021
Net income (loss) attributable to Gannett$(53,688)$15,115 $(56,655)$(127,201)
Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes
— 7,470 — — 
Net income (loss) attributable to Gannett for diluted earnings per share$(53,688)$22,585 $(56,655)$(127,201)
Basic weighted average shares outstanding137,132 134,744 136,781 134,411 
Effect of dilutive securities:
Restricted stock grants— 3,350 — — 
2027 Notes— 99,419 — — 
Diluted weighted average shares outstanding137,132 237,513 136,781 134,411 
Income (loss) per share attributable to Gannett - basic$(0.39)$0.11 $(0.41)$(0.95)
Income (loss) per share attributable to Gannett - diluted$(0.39)$0.10 $(0.41)$(0.95)
The Company excluded the following securities from the computation of diluted income (loss) per share because their effect would have been antidilutive:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Warrants845 845 845 845 
Stock options6,068 6,068 6,068 6,068 
Restricted stock grants (a)
11,789 46 11,789 10,577 
2027 Notes (b)
97,057 — 97,057 99,419 
(a)Includes Restricted stock awards ("RSAs"), Restricted stock units ("RSUs") and Performance stock units ("PSUs").
(b)Represents the total number of shares that would be convertible at June 30, 2022 and 2021 as stipulated in the 2027 Notes Indenture.

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

Share-based compensation

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

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

Equity awards

During the six months ended June 30, 2022, a total of 7.3 million RSAs were granted. 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 weighted average grant date fair value of RSAs granted during the six months ended June 30, 2022 was $4.32.

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

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 Board, 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 six months ended June 30, 2022.

Stock Repurchase Program

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

Accumulated other comprehensive income (loss)

The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss), net of tax for the six months ended June 30, 2022 and 2021:
Six months ended June 30, 2022Six months ended June 30, 2021
In thousandsPension and postretirement plansForeign currency translation



TotalPension and postretirement plansForeign currency translationTotal
Beginning balance$50,870 $9,128 $59,998 $40,441 $9,732 $50,173 
Other comprehensive income (loss) before reclassifications10,138 (23,204)(13,066)(958)4,787 3,829 
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)
(185)— (185)11 — 11 
Net current period other comprehensive income (loss), net of taxes9,953 (23,204)(13,251)(947)4,787 3,840 
Ending balance$60,823 $(14,076)$46,747 $39,494 $14,519 $54,013 
(a)This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.
(b)Amounts reclassified from accumulated other comprehensive loss are recorded net of tax impacts of $64 thousand and $4 thousand for the six months ended June 30, 2022 and 2021, respectively.
v3.22.2
Commitments, contingencies and other matters
 6 Months Ended
Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments, contingencies and other matters
NOTE 11 — Commitments, contingencies and other matters

Legal Proceedings

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

We are also defendants in judicial and administrative proceedings involving matters incidental to our business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material adverse effect on the Company’s business, financial position or consolidated results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company’s financial results.
v3.22.2
Segment reporting
 6 Months Ended
Jun. 30, 2022
Segment Reporting [Abstract]  
Segment reporting
NOTE 12 — Segment reporting

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

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

Management considers Adjusted EBITDA and Adjusted EBITDA margin to be important metrics to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as they eliminate the effect of items that we do not believe are indicative of each segment's core operating performance.

The following tables present our segment information:

Three months ended June 30, 2022
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Advertising and marketing services - external sales$265,596 $118,013 $— $— $383,609 
Advertising and marketing services - intersegment sales35,605 — — (35,605)— 
Circulation274,624 — — — 274,624 
Other89,019 — 1,408 — 90,427 
Total operating revenues$664,844 $118,013 $1,408 $(35,605)$748,660 
Adjusted EBITDA (non-GAAP basis)$50,856 $14,306 $(14,311)$— $50,851 
Adjusted EBITDA margin (non-GAAP basis)7.6 %12.1 %NMNM6.8 %
NM indicates not meaningful.
Three months ended June 30, 2021
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Advertising and marketing services - external sales$309,469 $110,037 $604 $— $420,110 
Advertising and marketing services - intersegment sales32,012 — — (32,012)— 
Circulation310,258 — 1 — 310,259 
Other72,806 — 1,100 — 73,906 
Total operating revenues$724,545 $110,037 $1,705 $(32,012)$804,275 
Adjusted EBITDA (non-GAAP basis)$114,189 $12,529 $(10,949)$— $115,769 
Adjusted EBITDA margin (non-GAAP basis)15.8 %11.4 %NMNM14.4 %
NM indicates not meaningful.

Six months ended June 30, 2022
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Advertising and marketing services - external sales$531,001 $227,722 $— $— $758,723 
Advertising and marketing services - intersegment sales68,962 — — (68,962)— 
Circulation563,226 — — — 563,226 
Other172,074 — 2,714 — 174,788 
Total operating revenues$1,335,263 $227,722 $2,714 $(68,962)$1,496,737 
Adjusted EBITDA (non-GAAP basis)$119,504 $25,486 $(29,968)$— $115,022 
Adjusted EBITDA margin (non-GAAP basis)8.9 %11.2 %NMNM7.7 %
NM indicates not meaningful.

Six months ended June 30, 2021
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Advertising and marketing services - external sales$595,923 $211,413 $1,131 $— $808,467 
Advertising and marketing services - intersegment sales59,868 — — (59,868)— 
Circulation635,694 — 2 — 635,696 
Other132,645 905 3,646 — 137,196 
Total operating revenues$1,424,130 $212,318 $4,779 $(59,868)$1,581,359 
Adjusted EBITDA (non-GAAP basis)$216,397 $21,701 $(21,864)$— $216,234 
Adjusted EBITDA margin (non-GAAP basis)15.2 %10.2 %NMNM13.7 %
NM indicates not meaningful.
The table below shows the reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA and Net income (loss) attributable to Gannett margin to Adjusted EBITDA margin:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Net income (loss) attributable to Gannett$(53,688)$15,115 $(56,655)$(127,201)
Provision for income taxes22,158 17,692 14,551 8,583 
Interest expense26,084 35,264 52,090 74,767 
Loss on early extinguishment of debt749 2,834 3,492 22,235 
Non-operating pension income(18,160)(23,906)(36,373)(47,784)
Loss on convertible notes derivative— — — 126,600 
Depreciation and amortization49,530 48,242 97,313 106,345 
Integration and reorganization costs15,745 8,444 27,143 21,848 
Other operating expenses314 774 1,416 11,350 
Asset impairments85 — 939 833 
Loss (gain) on sale or disposal of assets, net372 5,294 (2,432)10,039 
Share-based compensation expense5,385 5,779 8,778 9,202 
Other Items2,277 237 4,760 (583)
Adjusted EBITDA (non-GAAP basis)$50,851 $115,769 $115,022 $216,234 
Net income (loss) attributable to Gannett margin(7.2)%1.9 %(3.8)%(8.0)%
Adjusted EBITDA margin (non-GAAP basis)6.8 %14.4 %7.7 %13.7 %
Asset information by segment is not a key measure of performance used by the CODM function. Accordingly, we have not disclosed asset information by segment. Additionally, equity income in unconsolidated investees, net, interest expense, other non-operating items, net, and provision (benefit) for income taxes, as reported in the condensed consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level.
v3.22.2
Other supplemental information
 6 Months Ended
Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Other supplemental information
NOTE 13 — Other supplemental information

Cash and cash equivalents, including restricted cash

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

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

June 30,
In thousands20222021
Cash and cash equivalents$87,331 $158,563 
Restricted cash included in prepaid expenses and other current assets1,117 4,879 
Restricted cash included in other assets (a)
11,023 22,702 
Total cash, cash equivalents and restricted cash$99,471 $186,144 
(a) The decrease in Restricted cash included in other assets from June 30, 2021 to June 30, 2022 was mainly driven by the reclassification of amounts from Restricted cash to Deposits as the cash was not separately identifiable.
Supplemental cash flow information

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

Six months ended June 30,
In thousands20222021
Cash paid for taxes, net of refunds$2,396 $(8,703)
Cash paid for interest41,898 49,902 
Non-cash investing and financing activities:
Accrued capital expenditures$1,406 $924 
Accounts payable and accrued liabilities

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

In thousands June 30, 2022December 31, 2021
Accounts payable$138,923 $157,257 
Compensation99,152 107,585 
Taxes (primarily property, sales, and payroll taxes)16,969 26,042 
Benefits19,992 21,056 
Interest6,118 7,577 
Other39,545 37,497 
Accounts payable and accrued liabilities$320,699 $357,014 
v3.22.2
Description of business and basis of presentation (Policies)
 6 Months Ended
Jun. 30, 2022
Accounting Policies [Abstract]  
Basis of presentation
Basis of presentation

The condensed consolidated financial statements included in this report are unaudited; however, in the opinion of management, they contain all of the adjustments (consisting of those of a normal, recurring nature) considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applicable to interim periods. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
Use of estimates
Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates.

Significant estimates inherent in the preparation of the condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of property, plant and equipment and intangible assets.
Recent accounting pronouncements adopted and Recent accounting pronouncements not yet adopted
Recent accounting pronouncements adopted

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

In August 2020, the Financial Accounting Standards Board (the "FASB") issued new guidance, ASU 2020-06, that simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition to eliminating certain accounting models, the guidance amends the disclosures for convertible instruments and earnings-per-share guidance. It also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. This guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the accounting for the Company's $497.1 million in aggregate principal amount of 6.0% Senior Secured Convertible Notes due 2027 issued by the Company on November 17, 2020 (the "2027 Notes"), or the condensed consolidated financial statements.

Reference Rate Reform

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

Disclosures by Business Entities about Government Assistance

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

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

In October 2021, the FASB issued new guidance, ASU 2021-08, that requires an acquirer to recognize and measure certain contract assets and contract liabilities in a business combination in accordance with ASC 606, "Revenue from Contracts with Customers", rather than at fair value on the acquisition date as required under current U.S. GAAP. This guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, including interim periods within those fiscal years. The early adoption of this guidance effective January 1, 2022 did not have a material impact on the condensed consolidated financial statements.
v3.22.2
Revenues (Tables)
 6 Months Ended
Jun. 30, 2022
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregation of revenue The following table presents our revenues disaggregated by source:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Print advertising$173,453 $200,925 $346,971 $394,121 
Digital advertising and marketing services210,156 219,185 411,752 414,346 
Total advertising and marketing services383,609 420,110 758,723 808,467 
Circulation274,624 310,259 563,226 635,696 
Other90,427 73,906 174,788 137,196 
Total revenues$748,660 $804,275 $1,496,737 $1,581,359 
Schedule of deferred revenue
The following table presents changes in the deferred revenues balance by type of revenues:

Six months ended June 30, 2022Six months ended June 30, 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 receipts140,331 489,333 629,664 132,167 512,262 644,429 
Revenue recognized(149,353)(493,425)(642,778)(130,545)(515,272)(645,817)
Ending balance$51,643 $122,469 $174,112 $53,308 $131,311 $184,619 
v3.22.2
Accounts receivable, net (Tables)
 6 Months Ended
Jun. 30, 2022
Receivables [Abstract]  
Schedule of allowance for doubtful accounts
The following table presents changes in the allowance for doubtful accounts:
Six months ended June 30,
In thousands20222021
Beginning balance$16,470 $20,843 
Current period provision1,629 681 
Write-offs charged against the allowance(8,503)(5,943)
Recoveries of amounts previously written-off1,994 2,296 
Other377 78 
Ending balance$11,967 $17,955 
v3.22.2
Goodwill and intangible assets (Tables)
 6 Months Ended
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill and intangible assets
Goodwill and intangible assets consisted of the following:
June 30, 2022December 31, 2021
 In thousandsGross carrying amountAccumulated
amortization		Net carrying
amount		Gross carrying amountAccumulated
amortization		Net carrying
amount
Finite-lived intangible assets:
Advertiser relationships$453,993 $174,834 $279,159 $453,038 $153,988 $299,050 
Other customer relationships102,437 40,662 61,775 102,486 35,237 67,249 
Subscriber relationships253,798 114,555 139,243 254,162 99,905 154,257 
Other intangible assets68,780 50,752 18,028 68,690 44,291 24,399 
Sub-total$879,008 $380,803 $498,205 $878,376 $333,421 $544,955 
Indefinite-lived intangible assets:
Mastheads168,473 168,198 
Total intangible assets$666,678 $713,153 
Goodwill$540,491 $533,709 
v3.22.2
Integration and reorganization costs and asset impairments (Tables)
 6 Months Ended
Jun. 30, 2022
Restructuring and Related Activities [Abstract]  
Schedule of restructuring and related costs
The Company recorded severance-related expenses by segment as follows:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Gannett Media$10,595 $1,405 $15,772 $8,184 
Digital Marketing Solutions140 (24)149 (81)
Corporate and other902 (252)1,076 123 
Total$11,637 $1,129 $16,997 $8,226 
A rollforward of the accrued severance and related costs included in Accounts payable and accrued expenses on the condensed consolidated balance sheets for the six months ended June 30, 2022 is as follows:
In thousandsSeverance and
related costs
Beginning balance$12,558 
Restructuring provision included in integration and reorganization costs16,997 
Cash payments(13,124)
Ending balance$16,431 
Schedule of facility consolidation and other restructuring expenses The Company recorded facility consolidation charges and other restructuring-related costs by segment as follows:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Gannett Media$446 $(1,602)$990 $(1,055)
Digital Marketing Solutions153 228 295 451 
Corporate and other3,509 8,689 8,861 14,226 
Total$4,108 $7,315 $10,146 $13,622 
v3.22.2
Debt (Tables)
 6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Schedule of debt
The Company's debt consisted of the following:

June 30, 2022December 31, 2021
(in millions)Principal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying valuePrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying value
New Senior Secured Term Loan$485.2 $(10.9)$(2.3)$472.0 $480.1 $(14.1)$(2.7)$463.3 
2026 Senior Notes370.0 (11.3)(8.9)349.8 400.0 (13.7)(10.7)375.6 
2027 Notes485.3 (87.4)(1.9)396.0 485.3 (93.2)(2.0)390.1 
2024 Notes3.3 — — 3.3 3.3 — — 3.3 
Total debt$1,343.8 $(109.6)$(13.1)$1,221.1 $1,368.7 $(121.0)$(15.4)$1,232.3 
Less: Current portion of long-term debt$(60.8)$— $— $(60.8)$(69.5)$— $— $(69.5)
Non-current portion of long-term debt$1,283.0 $(109.6)$(13.1)$1,160.3 $1,299.2 $(121.0)$(15.4)$1,162.8 
v3.22.2
Pensions and other postretirement benefit plans (Tables)
 6 Months Ended
Jun. 30, 2022
Retirement Benefits [Abstract]  
Summary of retirement plan costs
Retirement plan costs include the following components:
Pension benefits
Postretirement benefits
Three months ended June 30,Three months ended June 30,
In thousands2022202120222021
Operating expenses:
Service cost - benefits earned during the period$434 $469 $23 $13 
Non-operating expenses:
Interest cost on benefit obligation18,132 17,106 434 401 
Expected return on plan assets(36,509)(41,408)— — 
Amortization of actuarial loss (gain)25 42 (242)(47)
Total non-operating (benefit) expenses$(18,352)$(24,260)$192 $354 
Total expense (benefit) for retirement plans$(17,918)$(23,791)$215 $367 
Pension benefits
Postretirement benefits
Six months ended June 30,Six months ended June 30,
In thousands2022202120222021
Operating expenses:
Service cost - benefits earned during the period$909 $980 $38 $44 
Non-operating expenses:
Interest cost on benefit obligation36,781 34,137 885 902 
Expected return on plan assets(73,790)(82,838)— — 
Amortization of actuarial loss (gain)45 77 (294)(62)
Total non-operating (benefit) expenses$(36,964)$(48,624)$591 $840 
Total expense (benefit) for retirement plans$(36,055)$(47,644)$629 $884 
v3.22.2
Income taxes (Tables)
 6 Months Ended
Jun. 30, 2022
Income Tax Disclosure [Abstract]  
Schedule of components of income tax expense (benefit)
The following table outlines our pre-tax net loss and income tax amounts:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Income (loss) before income taxes$(31,542)$32,401 $(42,251)$(119,409)
Provision for income taxes22,158 17,692 14,551 8,583 
Effective tax rate(70.3)%54.6 %(34.4)%(7.2)%
v3.22.2
Supplemental equity information (Tables)
 6 Months Ended
Jun. 30, 2022
Equity [Abstract]  
Schedule of income (loss) per share (basic and diluted)
The following table sets forth the information to compute basic and diluted income (loss) per share:
Three months ended June 30,Six months ended June 30,
In thousands, except per share data2022202120222021
Net income (loss) attributable to Gannett$(53,688)$15,115 $(56,655)$(127,201)
Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes
— 7,470 — — 
Net income (loss) attributable to Gannett for diluted earnings per share$(53,688)$22,585 $(56,655)$(127,201)
Basic weighted average shares outstanding137,132 134,744 136,781 134,411 
Effect of dilutive securities:
Restricted stock grants— 3,350 — — 
2027 Notes— 99,419 — — 
Diluted weighted average shares outstanding137,132 237,513 136,781 134,411 
Income (loss) per share attributable to Gannett - basic$(0.39)$0.11 $(0.41)$(0.95)
Income (loss) per share attributable to Gannett - diluted$(0.39)$0.10 $(0.41)$(0.95)
Schedule of securities excluded from computation of diluted income (loss) per share
The Company excluded the following securities from the computation of diluted income (loss) per share because their effect would have been antidilutive:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Warrants845 845 845 845 
Stock options6,068 6,068 6,068 6,068 
Restricted stock grants (a)
11,789 46 11,789 10,577 
2027 Notes (b)
97,057 — 97,057 99,419 
(a)Includes Restricted stock awards ("RSAs"), Restricted stock units ("RSUs") and Performance stock units ("PSUs").
(b)Represents the total number of shares that would be convertible at June 30, 2022 and 2021 as stipulated in the 2027 Notes Indenture.
Schedule of accumulated other comprehensive income (loss)
The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss), net of tax for the six months ended June 30, 2022 and 2021:
Six months ended June 30, 2022Six months ended June 30, 2021
In thousandsPension and postretirement plansForeign currency translation



TotalPension and postretirement plansForeign currency translationTotal
Beginning balance$50,870 $9,128 $59,998 $40,441 $9,732 $50,173 
Other comprehensive income (loss) before reclassifications10,138 (23,204)(13,066)(958)4,787 3,829 
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)
(185)— (185)11 — 11 
Net current period other comprehensive income (loss), net of taxes9,953 (23,204)(13,251)(947)4,787 3,840 
Ending balance$60,823 $(14,076)$46,747 $39,494 $14,519 $54,013 
(a)This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.
(b)Amounts reclassified from accumulated other comprehensive loss are recorded net of tax impacts of $64 thousand and $4 thousand for the six months ended June 30, 2022 and 2021, respectively.
v3.22.2
Segment reporting (Tables)
 6 Months Ended
Jun. 30, 2022
Segment Reporting [Abstract]  
Schedule of segment reporting information, by segment
The following tables present our segment information:

Three months ended June 30, 2022
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Advertising and marketing services - external sales$265,596 $118,013 $— $— $383,609 
Advertising and marketing services - intersegment sales35,605 — — (35,605)— 
Circulation274,624 — — — 274,624 
Other89,019 — 1,408 — 90,427 
Total operating revenues$664,844 $118,013 $1,408 $(35,605)$748,660 
Adjusted EBITDA (non-GAAP basis)$50,856 $14,306 $(14,311)$— $50,851 
Adjusted EBITDA margin (non-GAAP basis)7.6 %12.1 %NMNM6.8 %
NM indicates not meaningful.
Three months ended June 30, 2021
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Advertising and marketing services - external sales$309,469 $110,037 $604 $— $420,110 
Advertising and marketing services - intersegment sales32,012 — — (32,012)— 
Circulation310,258 — 1 — 310,259 
Other72,806 — 1,100 — 73,906 
Total operating revenues$724,545 $110,037 $1,705 $(32,012)$804,275 
Adjusted EBITDA (non-GAAP basis)$114,189 $12,529 $(10,949)$— $115,769 
Adjusted EBITDA margin (non-GAAP basis)15.8 %11.4 %NMNM14.4 %
NM indicates not meaningful.

Six months ended June 30, 2022
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Advertising and marketing services - external sales$531,001 $227,722 $— $— $758,723 
Advertising and marketing services - intersegment sales68,962 — — (68,962)— 
Circulation563,226 — — — 563,226 
Other172,074 — 2,714 — 174,788 
Total operating revenues$1,335,263 $227,722 $2,714 $(68,962)$1,496,737 
Adjusted EBITDA (non-GAAP basis)$119,504 $25,486 $(29,968)$— $115,022 
Adjusted EBITDA margin (non-GAAP basis)8.9 %11.2 %NMNM7.7 %
NM indicates not meaningful.

Six months ended June 30, 2021
In thousandsGannett MediaDigital Marketing SolutionsCorporate and otherIntersegment EliminationsConsolidated
Advertising and marketing services - external sales$595,923 $211,413 $1,131 $— $808,467 
Advertising and marketing services - intersegment sales59,868 — — (59,868)— 
Circulation635,694 — 2 — 635,696 
Other132,645 905 3,646 — 137,196 
Total operating revenues$1,424,130 $212,318 $4,779 $(59,868)$1,581,359 
Adjusted EBITDA (non-GAAP basis)$216,397 $21,701 $(21,864)$— $216,234 
Adjusted EBITDA margin (non-GAAP basis)15.2 %10.2 %NMNM13.7 %
NM indicates not meaningful.
The table below shows the reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA and Net income (loss) attributable to Gannett margin to Adjusted EBITDA margin:
Three months ended June 30,Six months ended June 30,
In thousands2022202120222021
Net income (loss) attributable to Gannett$(53,688)$15,115 $(56,655)$(127,201)
Provision for income taxes22,158 17,692 14,551 8,583 
Interest expense26,084 35,264 52,090 74,767 
Loss on early extinguishment of debt749 2,834 3,492 22,235 
Non-operating pension income(18,160)(23,906)(36,373)(47,784)
Loss on convertible notes derivative— — — 126,600 
Depreciation and amortization49,530 48,242 97,313 106,345 
Integration and reorganization costs15,745 8,444 27,143 21,848 
Other operating expenses314 774 1,416 11,350 
Asset impairments85 — 939 833 
Loss (gain) on sale or disposal of assets, net372 5,294 (2,432)10,039 
Share-based compensation expense5,385 5,779 8,778 9,202 
Other Items2,277 237 4,760 (583)
Adjusted EBITDA (non-GAAP basis)$50,851 $115,769 $115,022 $216,234 
Net income (loss) attributable to Gannett margin(7.2)%1.9 %(3.8)%(8.0)%
Adjusted EBITDA margin (non-GAAP basis)6.8 %14.4 %7.7 %13.7 %
v3.22.2
Other supplemental information (Tables)
 6 Months Ended
Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of cash and cash equivalents
The following table presents a reconciliation of cash, cash equivalents and restricted cash:

June 30,
In thousands20222021
Cash and cash equivalents$87,331 $158,563 
Restricted cash included in prepaid expenses and other current assets1,117 4,879 
Restricted cash included in other assets (a)
11,023 22,702 
Total cash, cash equivalents and restricted cash$99,471 $186,144 
(a) The decrease in Restricted cash included in other assets from June 30, 2021 to June 30, 2022 was mainly driven by the reclassification of amounts from Restricted cash to Deposits as the cash was not separately identifiable.
Summary of restrictions on cash and cash equivalents
The following table presents a reconciliation of cash, cash equivalents and restricted cash:

June 30,
In thousands20222021
Cash and cash equivalents$87,331 $158,563 
Restricted cash included in prepaid expenses and other current assets1,117 4,879 
Restricted cash included in other assets (a)
11,023 22,702 
Total cash, cash equivalents and restricted cash$99,471 $186,144 
(a) The decrease in Restricted cash included in other assets from June 30, 2021 to June 30, 2022 was mainly driven by the reclassification of amounts from Restricted cash to Deposits as the cash was not separately identifiable.
Schedule of cash flow, supplemental disclosures
The following table presents supplemental cash flow information, including non-cash investing and financing activities:

Six months ended June 30,
In thousands20222021
Cash paid for taxes, net of refunds$2,396 $(8,703)
Cash paid for interest41,898 49,902 
Non-cash investing and financing activities:
Accrued capital expenditures$1,406 $924 
Schedule of accounts payable and accrued liabilities
A breakout of Accounts payable and accrued liabilities is presented below:

In thousands June 30, 2022December 31, 2021
Accounts payable$138,923 $157,257 
Compensation99,152 107,585 
Taxes (primarily property, sales, and payroll taxes)16,969 26,042 
Benefits19,992 21,056 
Interest6,118 7,577 
Other39,545 37,497 
Accounts payable and accrued liabilities$320,699 $357,014 
v3.22.2
Description of business and basis of presentation - Narrative (Details)
 6 Months Ended
Oct. 15, 2021
USD ($)
Jun. 30, 2022
USD ($)
segment
state
brand
Apr. 08, 2022
USD ($)
Mar. 21, 2022
USD ($)
Dec. 31, 2021
USD ($)
Nov. 17, 2020
USD ($)
Significant Accounting Policies            
Number of states in which entity operates (states) | state   45        
Number of media brands, more than (brands) | brand   150        
Number of operating segments | segment   2        
Long-term debt   $ 760,954,000     $ 769,446,000  
Principal balance   1,343,800,000     1,368,700,000  
Senior Secured Term Loan            
Significant Accounting Policies            
Principal balance     $ 7,500,000 $ 22,500,000    
2027 Notes | Convertible debt            
Significant Accounting Policies            
Long-term debt   396,000,000.0     390,100,000 $ 497,100,000
Stated interest rate (as a percent)           6.00%
Principal balance   485,300,000     485,300,000  
New Senior Secured Term Loan | Senior Secured Term Loan            
Significant Accounting Policies            
Debt instrument term (in years) 5 years          
Principal balance $ 516,000,000 $ 485,200,000     $ 480,100,000  
v3.22.2
Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Disaggregation of Revenue        
Total revenues $ 748,660 $ 804,275 $ 1,496,737 $ 1,581,359
Total advertising and marketing services        
Disaggregation of Revenue        
Total revenues 383,609 420,110 758,723 808,467
Print advertising        
Disaggregation of Revenue        
Total revenues 173,453 200,925 346,971 394,121
Digital advertising and marketing services        
Disaggregation of Revenue        
Total revenues 210,156 219,185 411,752 414,346
Circulation        
Disaggregation of Revenue        
Total revenues 274,624 310,259 563,226 635,696
Other        
Disaggregation of Revenue        
Total revenues $ 90,427 $ 73,906 $ 174,788 $ 137,196
v3.22.2
Revenues - Narrative (Details)
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
International | Revenue Benchmark | Geographic Concentration Risk        
Revenue, Initial Application Period Cumulative Effect Transition        
Revenue, percentage 9.80% 7.90% 9.30% 7.70%
v3.22.2
Revenues - Deferred Revenues Narrative (Details) - Customer Subscription
Jun. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Minimum  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction  
Expected timing of satisfaction 1 month
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Maximum  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction  
Expected timing of satisfaction 12 months
v3.22.2
Revenues - Deferred Revenue (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Movement in Deferred Revenue    
Beginning balance $ 184,838 $ 186,007
Acquisition 2,388 0
Cash receipts 629,664 644,429
Revenue recognized (642,778) (645,817)
Ending balance 174,112 184,619
Advertising, marketing services, and other    
Movement in Deferred Revenue    
Beginning balance 60,665 51,686
Acquisition 0 0
Cash receipts 140,331 132,167
Revenue recognized (149,353) (130,545)
Ending balance 51,643 53,308
Circulation    
Movement in Deferred Revenue    
Beginning balance 124,173 134,321
Acquisition 2,388 0
Cash receipts 489,333 512,262
Revenue recognized (493,425) (515,272)
Ending balance $ 122,469 $ 131,311
v3.22.2
Accounts receivable, net - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Receivables [Abstract]        
Accounts receivable, reserve percentage calculation period     3 years  
Threshold period for reserves     90 days  
Bad debt expense $ 4,000 $ 2,900 $ 1,629 $ 681
v3.22.2
Accounts receivable, net - Allowance for doubtful accounts (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Accounts Receivable, Allowance for Credit Loss        
Beginning balance     $ 16,470 $ 20,843
Current period provision $ 4,000 $ 2,900 1,629 681
Write-offs charged against the allowance     (8,503) (5,943)
Recoveries of amounts previously written-off     1,994 2,296
Other     377 78
Ending balance $ 11,967 $ 17,955 $ 11,967 $ 17,955
v3.22.2
Goodwill and intangible assets - Schedule of goodwill and intangible assets (Detail) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets    
Gross carrying amount $ 879,008 $ 878,376
Accumulated amortization 380,803 333,421
Net carrying amount 498,205 544,955
Indefinite-lived intangible assets:    
Total intangible assets 666,678 713,153
Goodwill 540,491 533,709
Mastheads    
Indefinite-lived intangible assets:    
Non-amortized intangible assets 168,473 168,198
Advertiser relationships    
Finite-Lived Intangible Assets    
Gross carrying amount 453,993 453,038
Accumulated amortization 174,834 153,988
Net carrying amount 279,159 299,050
Other customer relationships    
Finite-Lived Intangible Assets    
Gross carrying amount 102,437 102,486
Accumulated amortization 40,662 35,237
Net carrying amount 61,775 67,249
Subscriber relationships    
Finite-Lived Intangible Assets    
Gross carrying amount 253,798 254,162
Accumulated amortization 114,555 99,905
Net carrying amount 139,243 154,257
Other intangible assets    
Finite-Lived Intangible Assets    
Gross carrying amount 68,780 68,690
Accumulated amortization 50,752 44,291
Net carrying amount $ 18,028 $ 24,399
v3.22.2
Goodwill and other intangible assets - Narrative (Detail)
Jun. 30, 2022
Jun. 30, 2021
Gannet Media    
Intangible Assets    
Percentage above fair value (percent) 22.00% 126.00%
Minimum | Measurement Input, Long-term Revenue Growth Rate    
Intangible Assets    
Intangible assets measurement inputs (percent) (0.00%)  
Minimum | Measurement Input, 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 | Measurement Input, Discount Rate    
Intangible Assets    
Intangible assets measurement inputs (percent) 17.00%  
v3.22.2
Integration and reorganization costs and asset impairments - Severance Related Expenses (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Restructuring Cost and Reserve        
Severance related expenses $ 15,745 $ 8,444 $ 27,143 $ 21,848
Severance        
Restructuring Cost and Reserve        
Severance related expenses 11,637 1,129 16,997 8,226
Operating Segments | Gannett Media | Severance        
Restructuring Cost and Reserve        
Severance related expenses 10,595 1,405 15,772 8,184
Operating Segments | Digital Marketing Solutions | Severance        
Restructuring Cost and Reserve        
Severance related expenses 140 (24) 149 (81)
Corporate and other | Severance        
Restructuring Cost and Reserve        
Severance related expenses $ 902 $ (252) $ 1,076 $ 123
v3.22.2
Integration and reorganization costs and asset impairments - Restructuring Reserve (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Restructuring Reserve        
Restructuring provision included in integration and reorganization costs $ 15,745 $ 8,444 $ 27,143 $ 21,848
Severance        
Restructuring Reserve        
Beginning balance     12,558  
Restructuring provision included in integration and reorganization costs 11,637 $ 1,129 16,997 $ 8,226
Cash payments     (13,124)  
Ending balance $ 16,431   $ 16,431  
v3.22.2
Integration and reorganization costs and asset impairments - Facility Consolidation Charges and Accelerated Depreciation (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Restructuring Cost and Reserve        
Restructuring provision included in integration and reorganization costs $ 15,745 $ 8,444 $ 27,143 $ 21,848
Facility Closing        
Restructuring Cost and Reserve        
Restructuring provision included in integration and reorganization costs 4,108 7,315 10,146 13,622
Operating Segments | Gannett Media | Facility Closing        
Restructuring Cost and Reserve        
Restructuring provision included in integration and reorganization costs 446 (1,602) 990 (1,055)
Operating Segments | Digital Marketing Solutions | Facility Closing        
Restructuring Cost and Reserve        
Restructuring provision included in integration and reorganization costs 153 228 295 451
Corporate and other | Facility Closing        
Restructuring Cost and Reserve        
Restructuring provision included in integration and reorganization costs $ 3,509 $ 8,689 $ 8,861 $ 14,226
v3.22.2
Integration and reorganization costs and asset impairments - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Restructuring and Related Activities [Abstract]        
Accelerated depreciation $ 5.5 $ 1.1 $ 10.2 $ 10.3
v3.22.2
Debt - Schedule of Debt Outstanding (Details) - USD ($)
Jun. 30, 2022
Apr. 08, 2022
Mar. 21, 2022
Dec. 31, 2021
Oct. 15, 2021
Nov. 17, 2020
Debt Instrument            
Principal balance $ 1,343,800,000     $ 1,368,700,000    
Unamortized original issue discount (109,600,000)     (121,000,000.0)    
Unamortized deferred financing costs (13,100,000)     (15,400,000)    
Long-term debt 760,954,000     769,446,000    
Principal outstanding 1,221,100,000     1,232,300,000    
Long term debt, gross, current (60,800,000)     (69,500,000)    
Debt instrument unamortized discount current 0     0    
Debt issuance costs, current, net 0     0    
Long-term debt, current maturities (60,800,000)     (69,500,000)    
Non-current debt, gross, noncurrent 1,283,000,000     1,299,200,000    
Debt instrument, unamortized discount, noncurrent (109,600,000)     (121,000,000.0)    
Debt issuance costs, noncurrent, net (13,100,000)     (15,400,000)    
Non-current portion of long-term debt 1,160,300,000     1,162,800,000    
Senior Secured Term Loan            
Debt Instrument            
Principal balance   $ 7,500,000 $ 22,500,000      
Senior Secured Term Loan | New Senior Secured Term Loan            
Debt Instrument            
Principal balance 485,200,000     480,100,000 $ 516,000,000  
Unamortized original issue discount (10,900,000)     (14,100,000)    
Unamortized deferred financing costs (2,300,000)     (2,700,000)    
Secured Debt 472,000,000.0     463,300,000    
Senior Notes | 2026 Senior Notes            
Debt Instrument            
Principal balance 370,000,000.0     400,000,000.0 $ 400,000,000  
Unamortized original issue discount (11,300,000)     (13,700,000)    
Unamortized deferred financing costs (8,900,000)     (10,700,000)    
Long-term debt 349,800,000     375,600,000    
Convertible debt | 2027 Notes            
Debt Instrument            
Principal balance 485,300,000     485,300,000    
Unamortized original issue discount (87,400,000)     (93,200,000)    
Unamortized deferred financing costs (1,900,000)     (2,000,000.0)    
Long-term debt 396,000,000.0     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    
v3.22.2
Debt - New Senior Secured Term Loan (Details)
 3 Months Ended 6 Months Ended
Oct. 15, 2021
USD ($)
plan
Jun. 30, 2022
USD ($)
$ / shares
Jun. 30, 2021
USD ($)
Jun. 30, 2022
USD ($)
$ / shares
Jun. 30, 2021
USD ($)
Apr. 30, 2022
USD ($)
Apr. 08, 2022
USD ($)
Mar. 21, 2022
USD ($)
Jan. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Line of Credit Facility                    
Principal balance   $ 1,343,800,000   $ 1,343,800,000           $ 1,368,700,000
Common stock, par value (in dollars per share) | $ / shares   $ 0.01   $ 0.01           $ 0.01
Cash paid for interest       $ 41,898,000 $ 49,902,000          
Loss on early extinguishment of debt   $ 749,000 $ 2,834,000 3,492,000 22,235,000          
Mandatory and optional prepayments       74,879,000 $ 1,129,605,000          
Senior Secured Term Loan                    
Line of Credit Facility                    
Principal balance             $ 7,500,000 $ 22,500,000    
New Senior Secured Term Loan | Senior Secured Term Loan                    
Line of Credit Facility                    
Principal balance $ 516,000,000 $ 485,200,000   $ 485,200,000           $ 480,100,000
Prepayment premium (as a percent) 1.00%                  
Cash requirement $ 100,000,000                  
Quarterly amortization percentage 5.00% 10.00%   10.00%            
Net leverage ratio | plan 1.20                  
Interest expense   $ 7,500,000   $ 14,400,000            
Cash paid for interest   7,500,000   14,400,000            
Amortization of original issue cost   900,000   1,800,000            
Amortization of debt issuance costs   200,000   400,000            
Loss on early extinguishment of debt   400,000   1,800,000            
Mandatory and optional prepayments   $ 26,900,000   $ 74,900,000            
Effective interest rate (as a percent)   6.30%   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 (as a percent) 5.00%                  
New Senior Secured Term Loan | Senior Secured Term Loan | Alternate Base Rate                    
Line of Credit Facility                    
Variable rate (as a 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 (as a percent) 0.50%                  
New Senior Secured Term Loan | Senior Secured Term Loan | Minimum | Alternate Base Rate                    
Line of Credit Facility                    
Variable rate (as a percent) 1.50%                  
Incremental Term Loans | Senior Secured Term Loan                    
Line of Credit Facility                    
Principal balance                 $ 50,000,000  
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  
Second Term Loan Amendment | Senior Secured Term Loan                    
Line of Credit Facility                    
Principal balance           $ 7,500,000        
v3.22.2
Debt - Senior Secured Notes due 2026 (Details) - USD ($)
 3 Months Ended 6 Months Ended
Oct. 15, 2021
Nov. 17, 2020
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Apr. 30, 2022
Apr. 08, 2022
Mar. 31, 2022
Mar. 21, 2022
Dec. 31, 2021
Nov. 30, 2021
Line of Credit Facility                        
Principal balance     $ 1,343,800,000   $ 1,343,800,000           $ 1,368,700,000  
Loss on early extinguishment of debt     749,000 $ 2,834,000 3,492,000 $ 22,235,000            
Senior Secured Term Loan                        
Line of Credit Facility                        
Principal balance               $ 7,500,000   $ 22,500,000    
2026 Senior Notes | Senior Notes                        
Line of Credit Facility                        
Principal balance $ 400,000,000   370,000,000.0   370,000,000.0           400,000,000.0  
Stated interest rate (as a percent) 6.00%                      
Interest expense     5,500,000   11,500,000              
Interest paid     12,300,000   12,900,000              
Amortization of original issue cost     700,000   1,400,000              
Amortization of the discount     500,000   1,100,000              
Loss on early extinguishment of debt     $ 400,000   $ 1,700,000              
Effective interest rate (as a percent)     7.30%   7.30%              
2026 Senior Notes | Senior Notes | Period 1                        
Line of Credit Facility                        
Redemption price 40.00%                      
Redemption rate 101.00%                      
2026 Senior Notes | Senior Notes | Period 2                        
Line of Credit Facility                        
Redemption price 10.00%                      
Redemption rate 103.00%                      
2026 Senior Notes | Convertible debt                        
Line of Credit Facility                        
Face amount                 $ 22,500,000      
Second Term Loan Amendment | Senior Secured Term Loan                        
Line of Credit Facility                        
Principal balance             $ 7,500,000          
2027 Notes | Convertible debt                        
Line of Credit Facility                        
Principal balance     $ 485,300,000   $ 485,300,000           $ 485,300,000  
Stated interest rate (as a percent)   6.00%                    
Interest expense     7,300,000 7,400,000 14,500,000 14,900,000            
Interest paid     14,600,000 16,100,000 14,600,000 16,100,000            
Amortization of the discount     $ 2,900,000 $ 2,800,000 $ 5,800,000 $ 5,100,000            
Effective interest rate (as a percent)     10.50% 10.50% 10.50% 10.50%            
Face amount                       $ 11,800,000
2027 Notes | Convertible debt | Period 1                        
Line of Credit Facility                        
Redemption rate   110.00%                    
2027 Notes | Convertible debt | Period 2                        
Line of Credit Facility                        
Redemption rate   130.00%                    
v3.22.2
Debt - Senior Secured Convertible Notes due 2027 (Details) - 2027 Notes - Convertible debt - USD ($)
 3 Months Ended 6 Months Ended
Nov. 17, 2020
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2021
Nov. 30, 2021
Line of Credit Facility              
Percentage of notes initially convertible to common stock 42.00% 41.00%   41.00%      
Face amount             $ 11,800,000
Minimum qualified cash required $ 30,000,000            
Fair value of equity component of debt   $ 279,600,000   $ 279,600,000   $ 279,600,000  
Amortization of the discount   2,900,000 $ 2,800,000 5,800,000 $ 5,100,000    
Interest expense   7,300,000 7,400,000 14,500,000 14,900,000    
Interest paid   $ 14,600,000 $ 16,100,000 $ 14,600,000 $ 16,100,000    
Effective interest rate (as a percent)   10.50% 10.50% 10.50% 10.50%    
Debt instrument, share conversion rate (per $1,000) 20.00%            
Period 1              
Line of Credit Facility              
Redemption rate 110.00%            
Maximum repurchase amount $ 100,000,000            
Total gross leverage ratio 1.5            
Period 2              
Line of Credit Facility              
Redemption rate 130.00%            
Maximum repurchase amount $ 99,400,000            
Redemption term 4 years            
Scenario, Plan              
Line of Credit Facility              
Conversion price (in usd per share) $ 5.00            
v3.22.2
Debt - Senior Convertible Notes due 2024 (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Line of Credit Facility    
Long-term debt $ 760,954 $ 769,446
2024 Notes | Convertible debt    
Line of Credit Facility    
Long-term debt $ 3,300 $ 3,300
Stated interest rate (as a percent) 4.75%  
Effective interest rate (as a percent) 6.05%  
v3.22.2
Pensions and other postretirement benefit plans - Retirement Plan Costs (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Company's pension costs        
Total non-operating (benefit) expenses $ (18,160) $ (23,906) $ (36,373) $ (47,784)
Pension benefits        
Company's pension costs        
Service cost - benefits earned during the period 434 469 909 980
Interest cost on benefit obligation 18,132 17,106 36,781 34,137
Expected return on plan assets (36,509) (41,408) (73,790) (82,838)
Amortization of actuarial loss (gain) 25 42 45 77
Total non-operating (benefit) expenses (18,352) (24,260) (36,964) (48,624)
Total expense (benefit) for retirement plans (17,918) (23,791) (36,055) (47,644)
Postretirement benefits        
Company's pension costs        
Service cost - benefits earned during the period 23 13 38 44
Interest cost on benefit obligation 434 401 885 902
Expected return on plan assets 0 0 0 0
Amortization of actuarial loss (gain) (242) (47) (294) (62)
Total non-operating (benefit) expenses 192 354 591 840
Total expense (benefit) for retirement plans $ 215 $ 367 $ 629 $ 884
v3.22.2
Pensions and other postretirement benefit plans - Narrative (Details) - USD ($)
$ in Millions
 6 Months Ended 21 Months Ended
Jun. 30, 2022
Sep. 30, 2022
Pension Plan    
Defined Benefit Plan Disclosure    
Contribution to the defined benefit plans $ 13.0  
Pension Plan | U.S. | Forecasted | Subsequent Event    
Defined Benefit Plan Disclosure    
Deferred contributions by employer in response to COVID-19   $ 5.0
Other Postretirement Benefits Plan    
Defined Benefit Plan Disclosure    
Contribution to the defined benefit plans $ 2.9  
v3.22.2
Fair value measurement - Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Fair Value, Measurements, Nonrecurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Assets held for sale $ 1.1 $ 3.5
v3.22.2
Income taxes - Pre-tax Net Loss and Income Tax (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Income Tax Disclosure [Abstract]        
Income (loss) before income taxes $ (31,542) $ 32,401 $ (42,251) $ (119,409)
Provision for income taxes $ 22,158 $ 17,692 $ 14,551 $ 8,583
Effective tax rate (percent) (70.30%) 54.60% (34.40%) (7.20%)
v3.22.2
Income taxes - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2021
Income Tax Disclosure [Abstract]          
Estimated annual effective tax rate (percent) (43.30%) 49.60%      
Unrecognized tax benefits that would impact effective tax rate $ 46,500   $ 46,500   $ 45,000
Unrecognized tax benefits, accrued interest and penalties 4,000   4,000   $ 3,700
Provision for income taxes $ 22,158 $ 17,692 $ 14,551 $ 8,583  
v3.22.2
Supplemental equity information - Income (Loss) Per Share (Basic and Diluted) (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Equity [Abstract]        
Net income (loss) attributable to Gannett $ (53,688) $ 15,115 $ (56,655) $ (127,201)
Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes 0 7,470 0 0
Net income (loss) attributable to Gannett for diluted earnings per share $ (53,688) $ 22,585 $ (56,655) $ (127,201)
Basic weighted average shares outstanding (in shares) 137,132 134,744 136,781 134,411
Effect of dilutive securities:        
Restricted stock grants (in shares) 0 3,350 0 0
2027 Notes (in shares) 0 99,419 0 0
Diluted weighted average shares outstanding (in shares) 137,132 237,513 136,781 134,411
Income (loss) per share attributable to Gannett - basic (in dollars per share) $ (0.39) $ 0.11 $ (0.41) $ (0.95)
Income (loss) per share attributable to Gannett - diluted (in dollars per share) $ (0.39) $ 0.10 $ (0.41) $ (0.95)
v3.22.2
Supplemental equity information - Computation of Diluted Income (Loss) Per Share (Detail) - shares
shares in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Warrants        
Share-based Compensation Arrangement by Share-based Payment Award        
Antidilutive securities excluded from computation of diluted income per share (in shares) 845 845 845 845
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award        
Antidilutive securities excluded from computation of diluted income per share (in shares) 6,068 6,068 6,068 6,068
Restricted stock grants        
Share-based Compensation Arrangement by Share-based Payment Award        
Antidilutive securities excluded from computation of diluted income per share (in shares) 11,789 46 11,789 10,577
2027 Notes        
Share-based Compensation Arrangement by Share-based Payment Award        
Antidilutive securities excluded from computation of diluted income per share (in shares) 97,057 0 97,057 99,419
v3.22.2
Supplemental equity information - Narrative (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Stockholders Equity Note        
Shares excluded from the income loss per share (shares) 0 99,419 0 0
Share-based compensation cost $ 5.4 $ 5.8 $ 8.8 $ 9.2
Unrecognized compensation cost related to non-vested share-based compensation $ 41.5   $ 41.5  
Weighted average period (in years)     2 years 3 months 18 days  
Tranche One        
Stockholders Equity Note        
Vesting, percentage     33.30%  
Tranche Two        
Stockholders Equity Note        
Vesting, percentage     33.30%  
Tranche Three        
Stockholders Equity Note        
Vesting, percentage     33.40%  
2027 Notes | Convertible debt        
Stockholders Equity Note        
Aggregate shares receivable upon conversion (shares)     287,200  
Shares excluded from the income loss per share (shares)     190,100  
Restricted Stock Awards        
Stockholders Equity Note        
Granted (in shares)     7,300  
Granted (in dollars per share)     $ 4.32  
PSU        
Stockholders Equity Note        
Granted (in shares)     300  
v3.22.2
Supplemental equity information - Preferred Stock and Stock Repurchase Program (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2022
Jun. 30, 2021
Feb. 01, 2022
Dec. 31, 2021
Class of Stock          
Preferred stock authorized (in shares) 300,000 300,000     300,000
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01     $ 0.01
Preferred stock, outstanding (in shares) 0 0     0
Preferred stock, issued (in shares) 0 0     0
Payments for repurchased shares of common stock   $ 6,529 $ 2,030    
Stock Repurchase Program          
Class of Stock          
Shares authorized for repurchase, value       $ 100,000  
Repurchase of common stock (in shares) 800,000 800,000      
Payments for repurchased shares of common stock $ 3,100 $ 3,100      
Remaining authorized shares for share repurchase program $ 96,900 $ 96,900      
Series A Junior Participating Preferred Stock          
Class of Stock          
Preferred stock authorized (in shares) 150,000 150,000     150,000
Preferred stock, outstanding (in shares) 0 0      
v3.22.2
Supplemental equity information - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Beginning balance $ 532,100  
Other comprehensive income (loss) before reclassifications (13,066) $ 3,829
Amounts reclassified from accumulated other comprehensive (loss) (185) 11
Net current period other comprehensive income (loss), net of taxes (13,251) 3,840
Ending balance 458,171  
Amounts reclassified from accumulated other comprehensive loss (64) (4)
Total    
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Beginning balance 59,998 50,173
Ending balance 46,747 54,013
Pension and postretirement plans    
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Beginning balance 50,870 40,441
Other comprehensive income (loss) before reclassifications 10,138 (958)
Amounts reclassified from accumulated other comprehensive (loss) (185) 11
Net current period other comprehensive income (loss), net of taxes 9,953 (947)
Ending balance 60,823 39,494
Foreign currency translation    
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Beginning balance 9,128 9,732
Other comprehensive income (loss) before reclassifications (23,204) 4,787
Amounts reclassified from accumulated other comprehensive (loss) 0 0
Net current period other comprehensive income (loss), net of taxes (23,204) 4,787
Ending balance $ (14,076) $ 14,519
v3.22.2
Segment reporting - Narrative (Details)
 6 Months Ended
Jun. 30, 2022
segment
Segment Reporting Information  
Number of operating segments 2
Gannett Media  
Segment Reporting Information  
Number of operating segments 2
v3.22.2
Segment reporting -Segment Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Segment Reporting Information        
Total operating revenues $ 748,660 $ 804,275 $ 1,496,737 $ 1,581,359
Adjusted EBITDA (non-GAAP basis) $ 50,851 $ 115,769 $ 115,022 $ 216,234
Adjusted EBITDA margin (non-GAAP basis) (percent) 6.80% 14.40% 7.70% 13.70%
Advertising and marketing services        
Segment Reporting Information        
Total operating revenues $ 383,609 $ 420,110 $ 758,723 $ 808,467
Circulation        
Segment Reporting Information        
Total operating revenues 274,624 310,259 563,226 635,696
Other        
Segment Reporting Information        
Total operating revenues 90,427 73,906 174,788 137,196
Operating Segments | Gannett Media        
Segment Reporting Information        
Total operating revenues 664,844 724,545 1,335,263 1,424,130
Adjusted EBITDA (non-GAAP basis) $ 50,856 $ 114,189 $ 119,504 $ 216,397
Adjusted EBITDA margin (non-GAAP basis) (percent) 7.60% 15.80% 8.90% 15.20%
Operating Segments | Gannett Media | Advertising and marketing services        
Segment Reporting Information        
Total operating revenues $ 265,596 $ 309,469 $ 531,001 $ 595,923
Operating Segments | Gannett Media | Circulation        
Segment Reporting Information        
Total operating revenues 274,624 310,258 563,226 635,694
Operating Segments | Gannett Media | Other        
Segment Reporting Information        
Total operating revenues 89,019 72,806 172,074 132,645
Operating Segments | Digital Marketing Solutions        
Segment Reporting Information        
Total operating revenues 118,013 110,037 227,722 212,318
Adjusted EBITDA (non-GAAP basis) $ 14,306 $ 12,529 $ 25,486 $ 21,701
Adjusted EBITDA margin (non-GAAP basis) (percent) 12.10% 11.40% 11.20% 10.20%
Operating Segments | Digital Marketing Solutions | Advertising and marketing services        
Segment Reporting Information        
Total operating revenues $ 118,013 $ 110,037 $ 227,722 $ 211,413
Operating Segments | Digital Marketing Solutions | Circulation        
Segment Reporting Information        
Total operating revenues 0 0 0 0
Operating Segments | Digital Marketing Solutions | Other        
Segment Reporting Information        
Total operating revenues 0 0 0 905
Corporate and other        
Segment Reporting Information        
Total operating revenues 1,408 1,705 2,714 4,779
Adjusted EBITDA (non-GAAP basis) (14,311) (10,949) (29,968) (21,864)
Corporate and other | Advertising and marketing services        
Segment Reporting Information        
Total operating revenues 0 604 0 1,131
Corporate and other | Circulation        
Segment Reporting Information        
Total operating revenues 0 1 0 2
Corporate and other | Other        
Segment Reporting Information        
Total operating revenues 1,408 1,100 2,714 3,646
Intersegment Eliminations        
Segment Reporting Information        
Total operating revenues (35,605) (32,012) (68,962) (59,868)
Intersegment Eliminations | Advertising and marketing services        
Segment Reporting Information        
Total operating revenues (35,605) (32,012) (68,962) (59,868)
Intersegment Eliminations | Gannett Media | Advertising and marketing services        
Segment Reporting Information        
Total operating revenues $ (35,605) $ (32,012) $ (68,962) $ (59,868)
v3.22.2
Segment reporting - Reconciliation of EBITDA to Operating Income (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Segment Reporting [Abstract]        
Net income (loss) attributable to Gannett $ (53,688) $ 15,115 $ (56,655) $ (127,201)
Provision for income taxes 22,158 17,692 14,551 8,583
Interest expense 26,084 35,264 52,090 74,767
Loss on early extinguishment of debt 749 2,834 3,492 22,235
Non-operating pension income (18,160) (23,906) (36,373) (47,784)
Loss on convertible notes derivative 0 0 0 126,600
Depreciation and amortization 49,530 48,242 97,313 106,345
Integration and reorganization costs 15,745 8,444 27,143 21,848
Other operating expenses 314 774 1,416 11,350
Asset impairments 85 0 939 833
Loss (gain) on sale or disposal of assets, net 372 5,294 (2,432) 10,039
Share-based compensation expense 5,385 5,779 8,778 9,202
Other Items 2,277 237 4,760 (583)
Adjusted EBITDA (non-GAAP basis) $ 50,851 $ 115,769 $ 115,022 $ 216,234
Net income (loss) attributable to Gannett margin (percent) (7.20%) 1.90% (3.80%) (8.00%)
Adjusted EBITDA margin (non-GAAP basis) (percent) 6.80% 14.40% 7.70% 13.70%
v3.22.2
Other supplemental information - cash, cash equivalents and restricted cash (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Jun. 30, 2021
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Cash and cash equivalents $ 87,331 $ 130,756 $ 158,563  
Restricted cash included in prepaid expenses and other current assets 1,117   4,879  
Restricted cash included in other assets 11,023   22,702  
Total cash, cash equivalents and restricted cash $ 99,471 $ 143,619 $ 186,144 $ 206,726
v3.22.2
Other supplemental information - cash flow information (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Cash paid for taxes, net of refunds $ 2,396 $ (8,703)
Cash paid for interest 41,898 49,902
Non-cash investing and financing activities:    
Accrued capital expenditures $ 1,406 $ 924
v3.22.2
Other supplemental information - Accounts payable and accrued liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accounts payable $ 138,923 $ 157,257
Compensation 99,152 107,585
Taxes (primarily property, sales, and payroll taxes) 16,969 26,042
Benefits 19,992 21,056
Interest 6,118 7,577
Other 39,545 37,497
Accounts payable and accrued liabilities $ 320,699 $ 357,014