GANNETT CO., INC., 10-Q filed on 10/31/2024
Quarterly Report
v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2024
Oct. 28, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-36097  
Entity Registrant Name GANNETT CO., INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 38-3910250  
Entity Address, Address Line One 175 Sully's Trail  
Entity Address, Address Line Two Suite 203  
Entity Address, City or Town Pittsford,  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 14534-4560  
City Area Code 585  
Local Phone Number 598-0030  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Trading Symbol GCI  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock Shares Outstanding   147,410,604
Entity Central Index Key 0001579684  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --12-31  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 101,801 $ 100,180
Accounts receivable, net of allowance of $15,170 and $16,338 as of September 30, 2024 and December 31, 2023, respectively 244,011 266,096
Inventories 22,423 26,794
Prepaid expenses 43,166 36,210
Other current assets 21,319 14,957
Total current assets 432,720 444,237
Property, plant and equipment, net of accumulated depreciation of $344,789 and $336,408 as of September 30, 2024 and December 31, 2023, respectively 247,733 239,087
Operating lease assets 151,604 221,733
Goodwill 531,112 533,876
Intangible assets, net 453,052 524,350
Deferred tax assets 49,722 37,125
Pension and other assets 197,437 180,839
Total assets 2,063,380 2,181,247
Current liabilities:    
Accounts payable and accrued liabilities 334,356 293,444
Deferred revenue 108,306 120,502
Current portion of long-term debt 60,452 63,752
Operating lease liabilities 40,447 45,763
Other current liabilities 7,604 10,052
Total current liabilities 551,165 533,513
Long-term debt 504,369 564,836
Convertible debt 427,238 416,036
Deferred tax liabilities 0 2,028
Pension and other postretirement benefit obligations 39,123 42,661
Long-term operating lease liabilities 176,152 203,871
Other long-term liabilities 125,386 100,989
Total noncurrent liabilities 1,272,268 1,330,421
Total liabilities 1,823,433 1,863,934
Commitments and contingent liabilities (See Note 11)
Equity    
Preferred stock, $0.01 par value per share, 300,000 shares authorized, none of which were issued and outstanding at September 30, 2024 and December 31, 2023 0 0
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 158,821,732 shares issued and 147,430,592 shares outstanding at September 30, 2024; 158,554,705 shares issued and 148,939,463 shares outstanding at December 31, 2023 1,588 1,586
Treasury stock, at cost, 11,391,140 shares and 9,615,242 shares at September 30, 2024 and December 31, 2023, respectively (20,539) (17,393)
Additional paid-in capital 1,435,879 1,426,325
Accumulated deficit (1,117,865) (1,027,192)
Accumulated other comprehensive loss (58,612) (65,541)
Total Gannett stockholders' equity 240,451 317,785
Noncontrolling interests (504) (472)
Total equity 239,947 317,313
Total liabilities and equity $ 2,063,380 $ 2,181,247
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Trade receivables, allowance for doubtful receivables $ 15,170 $ 16,338
Property plant and equipment, accumulated depreciation $ 344,789 $ 336,408
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock authorized (in shares) 300,000 300,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 2,000,000,000 2,000,000,000
Common stock, issued (in shares) 158,821,732 158,554,705
Common stock, outstanding (in shares) 147,430,592 148,939,463
Treasury stock (in shares) 11,391,140 9,615,242
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Total revenues $ 612,439 $ 652,871 $ 1,888,040 $ 1,994,145
Operating costs 375,912 416,103 1,169,785 1,272,387
Selling, general and administrative expenses 183,857 184,914 547,365 549,431
Depreciation and amortization 40,398 40,644 116,954 124,126
Integration and reorganization costs (reversal) 17,307 (955) 54,963 18,459
Asset impairments 87 188 46,076 1,370
Loss (gain) on sale or disposal of assets, net 784 (23,334) 1,572 (40,869)
Other operating expenses 117 370 268 828
Total operating expenses 618,462 617,930 1,936,983 1,925,732
Operating (loss) income (6,023) 34,941 (48,943) 68,413
Interest expense 25,959 27,918 78,794 84,807
Loss (gain) on early extinguishment of debt 176 (2,717) (354) (3,213)
Non-operating pension income (3,193) (2,929) (9,476) (7,007)
Equity loss (income) in unconsolidated investees, net 97 (510) (277) (1,341)
Other non-operating (income) expense, net (2,979) (397) (3,771) 17
Non-operating expenses 20,060 21,365 64,916 73,263
(Loss) income before income taxes (26,083) 13,576 (113,859) (4,850)
(Benefit) provision for income taxes (6,429) 16,144 (23,154) 148
Net loss (19,654) (2,568) (90,705) (4,998)
Net loss attributable to noncontrolling interests (1) (2) (32) (99)
Net loss attributable to Gannett $ (19,653) $ (2,566) $ (90,673) $ (4,899)
Loss per share attributable to Gannett - basic (in dollars per share) $ (0.14) $ (0.02) $ (0.64) $ (0.04)
Loss per share attributable to Gannett - diluted (in dollars per share) $ (0.14) $ (0.02) $ (0.64) $ (0.04)
Other comprehensive income (loss):        
Foreign currency translation adjustments $ 13,829 $ (7,329) $ 12,917 $ 4,835
Pension and other postretirement benefit items:        
Net actuarial gain (loss) 0 3,522 (538) 29,086
Amortization of net actuarial gain (loss) 257 (239) 726 (227)
Amortization of prior service cost (125) (409) (375) (376)
Equity method investments 0 0 116 610
Other (8,432) 3,860 (7,422) (1,682)
Total pension and other postretirement benefit items (8,300) 6,734 (7,493) 27,411
Other comprehensive income (loss) before tax 5,529 (595) 5,424 32,246
Income tax (benefit) provision related to components of other comprehensive income (loss) (1,645) 1,484 (1,505) 6,788
Other comprehensive income (loss), net of tax 7,174 [1] (2,079) [1] 6,929 [2] 25,458 [2]
Comprehensive (loss) income (12,480) (4,647) (83,776) 20,460
Comprehensive loss attributable to noncontrolling interests (1) (2) (32) (99)
Comprehensive (loss) income attributable to Gannett (12,479) (4,645) (83,744) 20,559
Digital        
Total revenues 277,386 263,644 823,263 773,225
Print and commercial        
Total revenues $ 335,053 $ 389,227 $ 1,064,777 $ 1,220,920
[1] For the three months ended September 30, 2024 and 2023, Other comprehensive (loss) income is net of an income tax benefit of $1.6 million and an income tax provision of $1.5 million, respectively.
[2] For the nine months ended September 30, 2024 and 2023, Other comprehensive (loss) income is net of an income tax benefit of $1.5 million and income tax provision of $6.8 million, respectively.
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating activities    
Net loss $ (90,705) $ (4,998)
Adjustments to reconcile net loss to operating cash flows:    
Depreciation and amortization 116,954 124,126
Share-based compensation expense 9,243 12,727
Non-cash interest expense 15,905 15,942
Loss (gain) on sale or disposal of assets, net 1,572 (40,869)
Gain on early extinguishment of debt (354) (3,213)
Asset impairments 46,076 1,370
Pension and other postretirement benefit obligations (20,047) (10,765)
Equity income in unconsolidated investees, net (277) (1,341)
Change in other assets and liabilities, net 12,954 (19,562)
Cash provided by operating activities 91,321 73,417
Investing activities    
Purchase of property, plant and equipment (36,708) (29,707)
Proceeds from sale of real estate and other assets 19,257 83,799
Change in other investing activities 386 (24)
Cash (used for) provided by investing activities (17,065) 54,068
Financing activities    
Repayments of long-term debt (68,116) (111,894)
Treasury stock (3,141) (2,642)
Changes in other financing activities (1,251) 1,593
Cash used for financing activities (72,508) (112,943)
Effect of currency exchange rate change on cash (681) 688
Increase in cash, cash equivalents and restricted cash 1,067 15,230
Cash, cash equivalents and restricted cash at beginning of period 110,612 104,804
Cash, cash equivalents and restricted cash at end of period $ 111,679 $ 120,034
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Common stock
Additional paid-in capital
Accumulated other comprehensive (loss) income
Accumulated deficit
Treasury stock
Non-controlling interest
Beginning balance (in shares) at Dec. 31, 2022   153,286,000          
Beginning balance at Dec. 31, 2022 $ 295,373 $ 1,533 $ 1,409,578 $ (101,231) $ (999,401) $ (14,737) $ (369)
Beginning balance (in shares) at Dec. 31, 2022           7,063,000  
Increase (Decrease) in Stockholders' Equity              
Net loss attributable to Gannett (4,998)       (4,899)   (99)
Restricted share grants (in shares)   4,682,000          
Restricted share grants 0 $ 47 (47)        
Other comprehensive income (loss), net [1] 25,458     25,458      
Share-based compensation expense 12,727   12,727        
Issuance of common stock (in shares)   479,000          
Issuance of common stock 74 $ 4 70        
Treasury stock (in shares)           1,132,000  
Treasury stock (2,642)         $ (2,642)  
Restricted share forfeiture (in shares)           1,249,000  
Restricted share forfeiture (13)         $ (13)  
Other activity 72   72        
Ending balance (in shares) at Sep. 30, 2023   158,447,000          
Ending balance at Sep. 30, 2023 326,051 $ 1,584 1,422,400 (75,773) (1,004,300) $ (17,392) (468)
Ending balance (in shares) at Sep. 30, 2023           9,444,000  
Beginning balance (in shares) at Jun. 30, 2023   158,436,000          
Beginning balance at Jun. 30, 2023 326,897 $ 1,584 1,418,577 (73,694) (1,001,734) $ (17,370) (466)
Beginning balance (in shares) at Jun. 30, 2023           9,311,000  
Increase (Decrease) in Stockholders' Equity              
Net loss attributable to Gannett (2,568)       (2,566)   (2)
Other comprehensive income (loss), net [2] (2,079)     (2,079)      
Share-based compensation expense 3,944   3,944        
Issuance of common stock (in shares)   11,000          
Issuance of common stock 24   24        
Treasury stock (in shares)           8,000  
Treasury stock (20)         $ (20)  
Restricted share forfeiture (in shares)           125,000  
Restricted share forfeiture (2)         $ (2)  
Other activity (145)   (145)        
Ending balance (in shares) at Sep. 30, 2023   158,447,000          
Ending balance at Sep. 30, 2023 $ 326,051 $ 1,584 1,422,400 (75,773) (1,004,300) $ (17,392) (468)
Ending balance (in shares) at Sep. 30, 2023           9,444,000  
Beginning balance (in shares) at Dec. 31, 2023 148,939,463 158,555,000          
Beginning balance at Dec. 31, 2023 $ 317,313 $ 1,586 1,426,325 (65,541) (1,027,192) $ (17,393) (472)
Beginning balance (in shares) at Dec. 31, 2023 9,615,242         9,615,000  
Increase (Decrease) in Stockholders' Equity              
Net loss attributable to Gannett $ (90,705)       (90,673)   (32)
Other comprehensive income (loss), net [1] 6,929     6,929      
Share-based compensation expense 9,243   9,243        
Issuance of common stock (in shares)   267,000          
Issuance of common stock 74 $ 2 72        
Treasury stock (in shares)           1,289,000  
Treasury stock (3,141)         $ (3,141)  
Restricted share forfeiture (in shares)           487,000  
Restricted share forfeiture (5)         $ (5)  
Other activity $ 239   239        
Ending balance (in shares) at Sep. 30, 2024 147,430,592 158,822,000          
Ending balance at Sep. 30, 2024 $ 239,947 $ 1,588 1,435,879 (58,612) (1,117,865) $ (20,539) (504)
Ending balance (in shares) at Sep. 30, 2024 11,391,140         11,391,000  
Beginning balance (in shares) at Jun. 30, 2024   158,817,000          
Beginning balance at Jun. 30, 2024 $ 249,270 $ 1,588 1,432,682 (65,786) (1,098,212) $ (20,499) (503)
Beginning balance (in shares) at Jun. 30, 2024           11,163,000  
Increase (Decrease) in Stockholders' Equity              
Net loss attributable to Gannett (19,654)       (19,653)   (1)
Other comprehensive income (loss), net [2] 7,174     7,174      
Share-based compensation expense 2,905   2,905        
Issuance of common stock (in shares)   5,000          
Issuance of common stock 25   25        
Treasury stock (in shares)           8,000  
Treasury stock (38)         $ (38)  
Restricted share forfeiture (in shares)           220,000  
Restricted share forfeiture (2)         $ (2)  
Other activity $ 267   267        
Ending balance (in shares) at Sep. 30, 2024 147,430,592 158,822,000          
Ending balance at Sep. 30, 2024 $ 239,947 $ 1,588 $ 1,435,879 $ (58,612) $ (1,117,865) $ (20,539) $ (504)
Ending balance (in shares) at Sep. 30, 2024 11,391,140         11,391,000  
[1] For the nine months ended September 30, 2024 and 2023, Other comprehensive (loss) income is net of an income tax benefit of $1.5 million and income tax provision of $6.8 million, respectively.
[2] For the three months ended September 30, 2024 and 2023, Other comprehensive (loss) income is net of an income tax benefit of $1.6 million and an income tax provision of $1.5 million, respectively.
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]        
Other comprehensive (loss) income, tax (benefit) provision $ (1,645) $ 1,484 $ (1,505) $ 6,788
v3.24.3
Description of business and basis of presentation
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Description of business and basis of presentation
NOTE 1 — Description of business and basis of presentation

Description of business
Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. We endeavor to deliver essential content, marketing solutions, and experiences for curated audiences, advertisers, consumers, and stakeholders by leveraging our diverse teams and suite of products to enrich the local communities and businesses we serve.

Our current portfolio of trusted media brands includes the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."). Our digital marketing solutions brand, LocaliQ, uses innovation and software to enable small and medium-sized businesses ("SMBs") to grow, and USA TODAY NETWORK Ventures, our events division, creates impactful consumer engagements, promotions, and races.

Through USA TODAY, our network of local properties, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage. We have strong relationships with hundreds of thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and digital marketing solutions product suite. Our strategy prioritizes maximizing the monetization of our audience through the growth of increasingly diverse and highly recurring digital businesses. We expect the execution of this strategy to enable us to continue our evolution to a predominantly digital media company. We deliver value to our customers, advertisers, partners, and shareholders with essential content, joyful experiences, and relevant digital solutions.

The Company reports in three segments: Domestic Gannett Media, Newsquest and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting.

Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

In the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2024 include all the assets, liabilities, revenues, expenses, and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). In addition, in the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2024 reflect all necessary adjustments for a fair statement of the results for the interim period. All significant intercompany accounts and transactions have been eliminated in consolidation, and the Company consolidates its subsidiaries.

Use of estimates

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

Significant estimates inherent in the preparation of the unaudited condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of property, plant, and equipment and the mark to market of the conversion feature associated with the convertible debt.
Reclassifications

Certain reclassifications have been made to the prior year unaudited condensed consolidated financial statements to conform to classifications used in the current year. Beginning in the first quarter of 2024, the Company updated the presentation of its revenues to reflect the disaggregation between Digital revenues and Print and commercial revenues. These reclassifications had no impact on net income (loss), stockholders' equity or cash flows as previously reported.

Recent accounting pronouncements not yet adopted

Disclosure improvements

In November 2023, the FASB issued guidance, ASU 2023-07, which will improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 applies to all public entities that are required to report segment information in accordance with ASC 280, "Segment Reporting." The Company will be required to report these enhanced segment disclosures starting in annual periods beginning after December 15, 2023 and requires retrospective application to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance will have a material impact on the condensed consolidated financial statements and disclosures.

In November 2023, the FASB issued guidance, ASU 2023-09, which enhances annual income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the provisions of the updated guidance and assessing the impact on the condensed consolidated financial statements and disclosures.
v3.24.3
Revenues
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenues
NOTE 2 — Revenues

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company's condensed consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by revenue type. Sales taxes and other usage-based taxes are excluded from revenues.
The following tables present our revenues disaggregated by segment and revenue type:

Three months ended September 30, 2024
In thousandsDomestic Gannett MediaNewsquestDigital Marketing SolutionsCorporate and otherIntersegment eliminationsConsolidated
Digital advertising$71,224 $13,518 $— $— $— $84,742 
Digital marketing services34,712 1,915 119,929 — (36,980)119,576 
Digital-only subscription48,111 1,944 — — — 50,055 
Digital other
18,784 2,798 — 1,431 — 23,013 
Digital172,831 20,175 119,929 1,431 (36,980)277,386 
Print advertising105,885 18,044 — — — 123,929 
Print circulation140,436 16,859 — — — 157,295 
Commercial and other(a)
49,359 4,470 — — — 53,829 
Print and commercial295,680 39,373 — — — 335,053 
Total revenues(b)
$468,511 $59,548 $119,929 $1,431 $(36,980)$612,439 
(a)     For the three months ended September 30, 2024, included Commercial printing and delivery revenues of $32.9 million and $2.6 million at the Domestic Gannett Media and Newsquest segments, respectively.
(b)     Revenues generated from international operations comprised 11.4% of total revenues for the three months ended September 30, 2024.
Three months ended September 30, 2023
In thousandsDomestic Gannett MediaNewsquestDigital Marketing SolutionsCorporate and otherIntersegment eliminationsConsolidated
Digital advertising$67,958 $12,800 $— $— $— $80,758 
Digital marketing services35,809 2,283 121,919 — (38,120)121,891 
Digital-only subscription38,677 1,362 — — — 40,039 
Digital other
16,773 2,651 — 1,532 — 20,956 
Digital159,217 19,096 121,919 1,532 (38,120)263,644 
Print advertising118,247 18,907 — — — 137,154 
Print circulation169,784 17,281 — — — 187,065 
Commercial and other(a)
61,257 3,751 — — — 65,008 
Print and commercial349,288 39,939 — — — 389,227 
Total revenues(b)
$508,505 $59,035 $121,919 $1,532 $(38,120)$652,871 
(a)     For the three months ended September 30, 2023, included Commercial printing and delivery revenues of $42.6 million and $1.8 million at the Domestic Gannett Media and Newsquest segments, respectively.
(b)     Revenues generated from international operations comprised 10.6% of total revenues for the three months ended September 30, 2023.
Nine months ended September 30, 2024
In thousandsDomestic Gannett MediaNewsquestDigital Marketing SolutionsCorporate and otherIntersegment eliminationsConsolidated
Digital advertising$213,087 $40,586 $— $— $— $253,673 
Digital marketing services106,765 5,928 360,772 — (114,162)359,303 
Digital-only subscription134,644 5,172 — — — 139,816 
Digital other
58,025 8,153 — 4,293 — 70,471 
Digital512,521 59,839 360,772 4,293 (114,162)823,263 
Print advertising340,504 57,005 — — — 397,509 
Print circulation443,372 50,569 — — — 493,941 
Commercial and other(a)
159,742 13,585 — — — 173,327 
Print and commercial943,618 121,159 — — — 1,064,777 
Total revenues(b)
$1,456,139 $180,998 $360,772 $4,293 $(114,162)$1,888,040 
(a)     For the nine months ended September 30, 2024, included Commercial printing and delivery revenues of $110.7 million and $7.6 million at the Domestic Gannett Media and Newsquest segments, respectively.
(b)     Revenues generated from international operations comprised 11.2% of total revenues for the nine months ended September 30, 2024.
Nine months ended September 30, 2023
In thousandsDomestic Gannett MediaNewsquestDigital Marketing SolutionsCorporate and otherIntersegment eliminationsConsolidated
Digital advertising$204,807 $37,657 $— $— $— $242,464 
Digital marketing services103,231 6,778 357,525 — (110,421)357,113 
Digital-only subscription109,956 3,770 — — — 113,726 
Digital other
47,562 7,757 — 4,603 — 59,922 
Digital465,556 55,962 357,525 4,603 (110,421)773,225 
Print advertising377,735 56,648 — — — 434,383 
Print circulation536,551 51,724 — — — 588,275 
Commercial and other(a)
186,794 11,468 — — — 198,262 
Print and commercial1,101,080 119,840 — — — 1,220,920 
Total revenues(b)
$1,566,636 $175,802 $357,525 $4,603 $(110,421)$1,994,145 
(a) For the nine months ended September 30, 2023, included Commercial printing and delivery revenues of $136.8 million and $5.7 million at the Domestic Gannett Media and Newsquest segments, respectively.
(b)     Revenues generated from international operations comprised 10.3% of total revenues for the nine months ended September 30, 2023.
Deferred revenues
The Company records deferred revenues when cash payments are received in advance of the Company's performance obligation. The Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service provided, which represents future delivery of publications (the performance obligation) to subscription customers. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next one 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 the change in the deferred revenues balance:

Nine months ended September 30,
In thousands20242023
Beginning balance$120,502 $153,648 
Receipts, net of refunds795,425 825,049 
Revenue recognized(807,621)(850,098)
Ending balance$108,306 $128,599 
v3.24.3
Accounts receivable, net
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Accounts receivable, net
NOTE 3 — Accounts receivable, net

Receivables are presented net of allowances, which reflect the Company's expected credit losses based on historical experience as well as current and expected economic conditions. The following table presents changes in the allowance for doubtful accounts:
Nine months ended September 30,
In thousands20242023
Beginning balance$16,338 $16,697 
Current period provision3,092 7,073 
Write-offs charged against the allowance(6,639)(14,075)
Recoveries of amounts previously written-off2,190 3,429 
Other189 19 
Ending balance$15,170 $13,143 
For the three and nine months ended September 30, 2024, the Company recorded $1.5 million and $3.1 million in bad debt expense, respectively. For the three and nine months ended September 30, 2023, the Company recorded $3.8 million and $7.1 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).
v3.24.3
Goodwill and intangible assets
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and intangible assets
NOTE 4 — Goodwill and intangible assets

Goodwill and intangible assets consisted of the following:
September 30, 2024December 31, 2023
 In thousandsGross carrying amountAccumulated
amortization		Net carrying
amount		Gross carrying amountAccumulated
amortization		Net carrying
amount
Finite-lived intangible assets:
Advertiser relationships$446,801 $269,058 $177,743 $446,609 $236,168 $210,441 
Other customer relationships89,204 57,016 32,188 101,819 56,601 45,218 
Subscriber relationships250,840 176,736 74,104 251,099 155,528 95,571 
Other intangible assets66,870 65,403 1,467 68,780 62,536 6,244 
Sub-total$853,715 $568,213 $285,502 $868,307 $510,833 $357,474 
Indefinite-lived intangible assets:
Mastheads167,550 166,876 
Total intangible assets$453,052 $524,350 
Goodwill$531,112 $533,876 
The Company performs its annual goodwill and indefinite-lived intangible impairment assessments as of November 30 each year. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under both ASC 350 "Intangibles - Goodwill and Other" ("ASC 350"), and ASC 360 "Property, Plant and Equipment" ("ASC 360"), which would require interim impairment testing.

As of September 30, 2024, the Company performed a review of potential impairment indicators under both ASC 350 and ASC 360, and it was determined that no indicators of impairment were present.
v3.24.3
Integration and reorganization costs, and asset impairments
 9 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Integration and reorganization costs, and asset impairments
NOTE 5 — Integration and reorganization costs, and asset impairments

Integration and reorganization costs

Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations. These initiatives impact all the Company's operations and can be influenced by the terms of union contracts. Costs related to these programs, which primarily include severance and other reorganization-related expenses, are accrued when probable and reasonably estimable or at the time of program announcement.
Severance-related expenses

The Company recorded severance-related expenses by segment as follows:
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Domestic Gannett Media$3,064 $380 $11,257 $7,224 
Newsquest84 115 496 1,091 
Digital Marketing Solutions1,026 630 1,135 602 
Corporate and other243 338 1,212 5,350 
Total$4,417 $1,463 $14,100 $14,267 

A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets for the nine months ended September 30, 2024 is as follows:
In thousandsSeverance and
related expenses
Beginning balance$6,928 
Restructuring provision included in integration and reorganization costs14,100 
Cash payments(11,953)
Ending balance$9,075 

Other reorganization-related expenses

Other reorganization-related costs represent individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations. The Company recorded Other reorganization-related costs as follows:
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Domestic Gannett Media(a)
$10,298 $(4,029)$31,687 $(4,890)
Newsquest— (5)— (5)
Digital Marketing Solutions4 — 807 — 
Corporate and other2,588 1,616 8,369 9,087 
Total$12,890 $(2,418)$40,863 $4,192 
(a) The three and nine months ended September 30, 2024, included $10.0 million and $19.9 million, respectively, related to withdrawal liabilities which were expensed as a result of ceasing contributions to multiemployer pension plans. In addition, the nine months ended September 30, 2024 included $9.7 million expensed as of the cease-use date related to certain licensed content. The three and nine months ended September 30, 2023, included the reversal of a withdrawal liability related to a multiemployer pension plan of $4.3 million and $6.4 million, respectively, based on the settlement of the withdrawal liability.

Asset impairments

Corporate office relocation

On March 1, 2024, we exited and ceased use of our leased facility in McLean, Virginia and moved our corporate headquarters to our existing office space in New York. We will continue to seek subleases for the leased facility in McLean. As a result of the headquarters relocation, we recorded an impairment charge of approximately $46.0 million during the nine months ended September 30, 2024 related to the McLean operating lease right-of-use asset and the associated leasehold improvements. The fair value was measured using a discounted cash flow model based on market rents projected over the remaining lease term.
v3.24.3
Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt
NOTE 6 — Debt

The Company's debt as of September 30, 2024 and December 31, 2023 consisted of the financing arrangements described below. On October 15, 2024, the Company entered into the Refinancing Transactions (as defined below), which refinanced certain portions of the debt described in this Note 6 — Debt. Refer to Note 14 — Subsequent events below for further information on the Refinancing Transactions.

September 30, 2024December 31, 2023
In millionsPrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying valuePrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying value
Senior Secured Term Loan$297.6 $(3.3)$(0.7)$293.6 $350.4 $(5.2)$(1.1)$344.1 
2026 Senior Notes278.5 (4.1)(3.2)271.2 291.6 (5.8)(4.6)281.2 
2027 Notes485.3 (56.8)(1.2)427.3 485.3 (67.8)(1.5)416.0 
2024 Notes— — — — 3.3 — — 3.3 
Total debt$1,061.4 $(64.2)$(5.1)$992.1 $1,130.6 $(78.8)$(7.2)$1,044.6 
Less: Current portion of long-term debt$(60.5)$— $— $(60.5)$(63.8)$— $— $(63.8)
Non-current portion of long-term debt$1,000.9 $(64.2)$(5.1)$931.6 $1,066.8 $(78.8)$(7.2)$980.8 

Senior Secured Term Loan

On October 15, 2021, Gannett Holdings LLC ("Gannett Holdings"), a wholly-owned subsidiary of the Company, entered into the five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan") with Citibank N.A., as collateral agent and administrative agent for the lenders. On January 31, 2022, Gannett Holdings entered into an amendment (the "Term Loan Amendment") to the Senior Secured Term Loan to provide for new incremental senior secured term loans (the "Incremental Term Loans") in an aggregate principal amount of $50 million. The Incremental Term Loans have substantially identical terms as the Senior Secured Term Loan and are treated as a single tranche with the Senior Secured Term Loan. The Term Loan Amendment also amended the Senior Secured Term Loan to transition the interest rate base from the London Inter-bank Offered Rate ("LIBOR") to the Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"). During 2022, Gannett Holdings entered into two separate amendments to the Senior Secured Term Loan to provide for incremental senior secured term loans totaling an aggregate principal amount of $30.0 million (collectively, the "Exchanged Term Loans"). The Exchanged Term Loans have substantially identical terms as the Senior Secured Term Loan and Incremental Term Loans and are treated as a single tranche with the Senior Secured Term Loan and the Incremental Term Loans.

The Senior Secured Term Loan bears interest at a per annum rate equal to the Adjusted Term SOFR (which shall not be less than 0.50% per annum) plus a margin equal to 5.00% or an alternate base rate (which shall not be less than 1.50% per annum) plus a margin equal to 4.00%. Loans under the Senior Secured Term Loan may be prepaid, at the option of Gannett Holdings, at any time without premium. In addition, we are required to repay the Senior Secured Term Loan from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness not permitted under the Senior Secured Term Loan, and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and its restricted subsidiaries in excess of $100 million at the end of each fiscal year of the Company. Subsequent to the amendment effective as of April 8, 2022, the Senior Secured Term Loan is amortized at $15.1 million per quarter (or, if the ratio of debt secured on an equal basis with the Senior Secured Term Loan less unrestricted cash of the Company and its restricted subsidiaries to Consolidated EBITDA (as such terms are defined in the Senior Secured Term Loan) (such ratio, the "First Lien Net Leverage Ratio"), for the most recently ended period of four consecutive fiscal quarters is equal to or less than 1.20 to 1.00, $7.6 million per quarter). All obligations under the Senior Secured Term Loan are secured by all or substantially all of the assets of the Company and the wholly-owned domestic subsidiaries of the Company (the "Senior Secured Term Loan Guarantors"). The obligations of Gannett Holdings under the Senior Secured Term Loan are guaranteed on a senior secured basis by the Company and the Senior Secured Term Loan Guarantors.

The Senior Secured Term Loan contains usual and customary covenants for credit facilities of this type, including a requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among other things, our ability to incur debt, grant liens, sell assets, make investments and pay dividends, in each case with customary
exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.50 to 1.00, and (iii) an unlimited amount if First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of September 30, 2024, the Company was in compliance with all of the covenants and obligations under the Senior Secured Term Loan.

As of September 30, 2024 and December 31, 2023, the Senior Secured Term Loan was recorded at carrying value, which approximated fair value, in the condensed consolidated balance sheets and was classified as Level 2.

During the nine months ended September 30, 2024, the Company received a waiver from certain lenders of the Senior Secured Term Loan that reduced the scheduled quarterly amortization payments payable to those lenders by approximately $12.0 million for the nine months ended September 30, 2024 (the "2024 Waiver"), and which was the amount used by the Company to repurchase a portion of its 2026 Senior Notes (defined below). For the three and nine months ended September 30, 2024, the Company made payments of $28.5 million and $52.8 million, respectively, on our Senior Secured Term Loan (net of the 2024 Waiver for the nine months ended September 30, 2024), including quarterly amortization payments, which were classified as financing activities in the condensed consolidated statements of cash flows.

For the three and nine months ended September 30, 2024, the Company recognized interest expense of $8.6 million and $26.9 million, respectively, and paid cash interest of $8.8 million and $27.1 million, respectively. For the three and nine months ended September 30, 2023, the Company recognized interest expense of $9.9 million and $30.6 million, respectively, and paid cash interest of $9.8 million and $30.6 million, respectively. For the three and nine months ended September 30, 2024, the Company recognized amortization of original issue discount of $0.6 million and $1.7 million, respectively, and amortization of deferred financing costs of $0.2 million and $0.4 million, respectively. For the three and nine months ended September 30, 2023, the Company recognized amortization of original issue discount of $0.7 million and $2.2 million, respectively, and amortization of deferred financing costs of $0.2 million and $0.5 million, respectively.

Additionally, the Company recognized losses on the early extinguishment of debt of $0.2 million and $0.3 million for the three and nine months ended September 30, 2024, respectively, and $0.6 million and $1.0 million for the three and nine months ended September 30, 2023, respectively, related to the write-off of original issue discount and deferred financing costs as a result of prepayments on the Senior Secured Term Loan. As of September 30, 2024, the effective interest rate for the Senior Secured Term Loan was 11.2%.

Senior Secured Notes due 2026

On October 15, 2021, Gannett Holdings completed a private offering of $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes"). The 2026 Senior Notes were issued pursuant to an indenture, dated October 15, 2021 (the "2026 Senior Notes Indenture") among Gannett Holdings, the Company, the guarantors from time to time party thereto (the "2026 Senior Notes Guarantors"), U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent, registrar, paying agent and authenticating agent. During 2022, the Company exchanged an aggregate principal amount equal to $30.0 million of the 2026 Senior Notes for $30.0 million of the Exchanged Term Loans.

Interest on the 2026 Senior Notes is payable semi-annually in arrears, beginning on May 1, 2022. The 2026 Senior Notes mature on November 1, 2026, unless redeemed or repurchased earlier pursuant to the 2026 Senior Notes Indenture. The 2026 Senior Notes may be redeemed at the option of Gannett Holdings, in whole or in part, at any time and from time to time after November 1, 2023, at the redemption prices set forth in the 2026 Senior Notes Indenture. If certain changes of control with respect to Gannett Holdings or the Company occur, Gannett Holdings must offer to purchase the 2026 Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but excluding, the date of purchase.

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

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

As of September 30, 2024 and December 31, 2023, the 2026 Senior Notes were recorded at carrying value in the condensed consolidated balance sheets, which approximated fair value. The 2026 Senior Notes were classified as Level 2, and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value of the 2026 Senior Notes was $277.8 million and $256.6 million as of September 30, 2024 and December 31, 2023, respectively, and was primarily affected by fluctuations in market interest rates.

In March 2024, the Company entered into a privately negotiated agreement with certain holders of our 2026 Senior Notes, and for the nine months ended September 30, 2024, repurchased $13.0 million of principal of our outstanding 2026 Senior Notes at a discount to par value. In connection with the repurchase of our 2026 Senior Notes in March 2024, the Company received the 2024 Waiver from certain lenders of the Senior Secured Term Loan, which was used to reduce the scheduled quarterly amortization payments payable to those lenders by approximately $12.0 million. As a result of this repurchase of our 2026 Senior Notes, the Company recognized a gain on the early extinguishment of debt of approximately $0.6 million during the nine months ended September 30, 2024, which included the write-off of unamortized original issue discount and deferred financing costs. Additionally, for the three and nine months ended September 30, 2023, the Company recognized a gain on the early extinguishment of debt of approximately $3.3 million and $4.2 million, respectively, which included the write-off of unamortized original issue discount and deferred financing costs.

The unamortized original issue discount and deferred financing costs will be amortized over the remaining contractual life of the 2026 Senior Notes using the effective interest method. For the three and nine months ended September 30, 2024, the Company recognized interest expense of $4.1 million and $12.7 million, respectively, and for the nine months ended September 30, 2024 paid cash interest of $8.7 million. For the three and nine months ended September 30, 2023, the Company recognized interest expense of $4.9 million and $15.0 million, respectively, and paid cash interest of $0.6 million and $10.9 million, respectively. For the three and nine months ended September 30, 2024, the Company recognized amortization of original issue discount of $0.5 million and $1.5 million, respectively, and amortization of deferred financing costs of $0.4 million and $1.2 million, respectively. For the three and nine months ended September 30, 2023, the Company recognized amortization of original issue discount of $0.6 million and $1.8 million, respectively, and amortization of deferred financing costs of $0.4 million and $1.4 million, respectively. As of September 30, 2024, the effective interest rate on the 2026 Senior Notes was 7.3%.

Senior Secured Convertible Notes due 2027

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

In connection with the issuance of the 2027 Notes, the Company entered into an Investor Agreement (the "Investor Agreement") with the holders of the 2027 Notes (the "Holders") establishing certain terms and conditions concerning the rights and restrictions on the Holders with respect to the Holders' ownership of the 2027 Notes. The Company also entered into an amendment to the Registration Rights Agreement dated November 19, 2019, between the Company and FIG LLC.

Interest on the 2027 Notes is payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be converted at any time by the Holders into cash, shares of the Company's common stock, par value $0.01 per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial conversion rate is 200 shares of Common Stock per $1,000 principal amount of the 2027 Notes, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price").
The conversion rate is subject to customary adjustment provisions as provided in the 2027 Notes Indenture. In addition, the conversion rate will be subject to adjustment in the event of any issuance or sale of Common Stock (or securities convertible into Common Stock) at a price equal to or less than the Conversion Price in order to ensure that following such issuance or sale, the 2027 Notes would be convertible into approximately 42% (adjusted for repurchases and certain other events that reduce the outstanding amount of the 2027 Notes) of the Common Stock after giving effect to such issuance or sale (assuming the initial principal amount of the 2027 Notes remains outstanding). After giving effect to the repurchase of $11.8 million in aggregate principal amount of outstanding 2027 Notes during the year ended December 31, 2021, such percentage was approximately 41%.

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

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

Under the 2027 Notes Indenture, the Company can only pay cash dividends up to an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such terms are defined in the 2027 Notes Indenture) does not exceed a specified ratio. In addition, the 2027 Notes Indenture provides that, at any time that the Company's Total Gross Leverage Ratio (as defined in the 2027 Notes Indenture) exceeds 1.5 and the Company approves the declaration of a dividend, the Company must offer to purchase a principal amount of 2027 Notes equal to the proposed amount of the dividend.

Until the four-year anniversary of the issuance date, the Company will have the right to redeem for cash up to approximately $99.4 million of the 2027 Notes at a redemption price of 130% of the principal amount thereof, with such amount reduced ratably by any principal amount of 2027 Notes that has been converted by the Holders or redeemed or purchased by the Company.

The 2027 Notes are guaranteed by Gannett Holdings and all subsidiaries of the Company that guarantee the Senior Secured Term Loan. The 2027 Notes rank as senior secured debt of the Company and are secured by a second priority lien on the same collateral package that secures the indebtedness incurred in connection with the Senior Secured Term Loan.

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

The 2027 Notes have two components: (i) a debt component, and (ii) an equity component. As of September 30, 2024 and December 31, 2023, the debt component of the 2027 Notes was recorded at carrying value in the condensed consolidated balance sheets. The carrying value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed at inception. As of September 30, 2024, the carrying value of the 2027 Notes did not approximate fair value. The 2027 Notes were classified as Level 2, and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value of the 2027 Notes was $595.3 million and $395.6 million as of September 30, 2024 and December 31, 2023, respectively, and was primarily affected by fluctuations in market interest rates and the price of the Company's Common Stock. The fair value of the equity component was classified as Level 3 because it was measured at fair value using a binomial lattice model using assumptions based on market information and historical data, and significant unobservable inputs. As of September 30, 2024 and December 31, 2023, the amount of the conversion feature recorded in Additional paid-in capital was $279.6 million.
For the three and nine months ended September 30, 2024, the Company recognized interest expense of $7.3 million and $21.8 million, respectively, and for the nine months ended September 30, 2024 paid cash interest of $14.6 million. For the three and nine months ended September 30, 2023, the Company recognized interest expense of $7.3 million and $21.8 million, respectively, and for the nine months ended September 30, 2023 paid cash interest of $14.6 million. In addition, during the three and nine months ended September 30, 2024, the Company recognized amortization of the original issue discount of $3.8 million and $11.0 million, respectively, and an immaterial amount of amortization of deferred financing costs. For the three and nine months ended September 30, 2023, the Company recognized amortization of original issue discount of $3.4 million and $9.9 million, respectively, and an immaterial amount of amortization of deferred financing costs. As of September 30, 2024, the effective interest rate on the liability component of the 2027 Notes was 10.5%.

For the nine months ended September 30, 2024, no shares were issued upon conversion, exercise, or satisfaction of the required conditions. Refer to Note 10 — Supplemental equity and other information for details on the impact of the 2027 Notes to diluted earnings per share under the if-converted method.

Senior Convertible Notes due 2024
The $3.3 million principal value of the remaining 4.75% convertible senior notes was repaid on April 15, 2024 (the "2024 Notes"). As of December 31, 2023, the 2024 Notes were reported within the Current portion of long-term debt and were recorded at carrying value, which approximated fair value, in the condensed consolidated balance sheet and were classified as Level 2.
v3.24.3
Pensions and other postretirement benefit plans
 9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Pensions and other postretirement benefit plans
NOTE 7 — Pensions and other postretirement benefit plans

We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under collective bargaining agreements. Our retirement plans include the Gannett Retirement Plan (the "GR Plan"), the Newsquest and Romanes Pension Schemes in the U.K., and other defined benefit and defined contribution plans. We also provide health care and life insurance benefits to certain retired employees who meet age and service requirements.
Retirement plan costs include the following components:
Pension benefits
Postretirement benefits
Three months ended September 30,Three months ended September 30,
In thousands2024202320242023
Operating expenses:
Service cost - benefits earned during the period$288 $335 $9 $10 
Non-operating expenses:
Interest cost on benefit obligations20,501 21,248 530 486 
Expected return on plan assets(24,356)(24,015)— — 
Amortization of prior service cost (benefit)18 18 (143)(427)
Amortization of actuarial cost (benefit)735 556 (478)(795)
Total non-operating benefit$(3,102)$(2,193)$(91)$(736)
Total benefit for retirement plans$(2,814)$(1,858)$(82)$(726)
Pension benefits
Postretirement benefits
Nine months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Operating expenses:
Service cost - benefits earned during the period$866 $1,005 $26 $30 
Non-operating expenses:
Interest cost on benefit obligations61,092 63,343 1,590 1,750 
Expected return on plan assets(72,509)(71,497)— — 
Amortization of prior service cost (benefit)52 51 (427)(427)
Amortization of actuarial cost (benefit)2,160 1,640 (1,434)(1,867)
Total non-operating benefit$(9,205)$(6,463)$(271)$(544)
Total benefit for retirement plans$(8,339)$(5,458)$(245)$(514)
Contributions

We are contractually obligated to contribute to our pension and postretirement benefit plans. During the nine months ended September 30, 2024, we contributed $7.8 million and $3.7 million to our pension and other postretirement plans, respectively. Beginning with the quarter ended December 31, 2022, and ending with the quarter ending September 30, 2024, the GR Plan's appointed actuary has and will certify the GR Plan's funded status for each quarter (the "Quarterly Certification") in accordance with U.S. GAAP. If the GR Plan is less than 100% funded, the Company will make a $1.0 million contribution to the GR Plan no later than 60 days following the receipt of the Quarterly Certification, provided, however, that the Company's obligation to make additional contractual contributions will terminate the earlier of (a) the day following the date that a contractual contribution would be due for the quarter ending September 30, 2024, and (b) the date the Company has made a total of $5.0 million of contractual contributions subsequent to June 30, 2022. As of September 30, 2024, the GR Plan was more than 100% funded.
v3.24.3
Fair value measurement
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair value measurement
NOTE 8 — Fair value measurement

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

As of September 30, 2024 and December 31, 2023, assets and liabilities recorded at fair value and measured on a recurring basis primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair value hierarchy.

The Company's debt is recorded on the condensed consolidated balance sheets at carrying value. Refer to Note 6 — Debt for additional discussion regarding fair value of the Company's debt instruments.

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Assets held for sale (Level 3), which are recorded in Other current assets on the condensed consolidated balance sheets, are measured on a nonrecurring basis and are evaluated using executed purchase agreements, letters of intent or third-party valuation analyses when certain circumstances arise.

The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the fourth quarter of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Refer to Note 4 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment.
v3.24.3
Income taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income taxes
NOTE 9 — Income taxes

The following table outlines our pre-tax net (loss) income and income tax amounts:
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
(Loss) income before income taxes$(26,083)$13,576 $(113,859)$(4,850)
(Benefit) provision for income taxes(6,429)16,144 (23,154)148 
Effective tax rate24.6 %118.9 %20.3 %(3.1)%

The (benefit) provision for income taxes is calculated by applying the projected annual effective tax rate for the year to the current period income or loss before tax plus the tax effect of any significant or unusual items (discrete events), and changes in tax laws.

The benefit for income taxes for the three months ended September 30, 2024, was mainly driven by the pre-tax book loss offset by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion and state tax expense. The benefit was calculated using an estimated annual effective tax rate of 0.9%. The estimated annual effective tax rate before discrete items is principally impacted by the global intangible low-taxed income
inclusion, valuation allowances on non-deductible interest expense carryforwards, and foreign tax expense and was partially offset by the benefit of U.S. pre-tax book loss. The estimated annual effective tax rate is based on the projected tax expense for the full year.

The benefit for income taxes for the nine months ended September 30, 2024, was mainly driven by the release of uncertain tax position reserves related to an Internal Revenue Service ("IRS") audit, the release of foreign valuation allowances and the pre-tax book loss and was partially offset by the increase in valuation allowances on non-deductible U.S. interest expense carryforwards and other miscellaneous items.

The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $44.6 million and $52.6 million as of September 30, 2024 and December 31, 2023, respectively. The Company recognizes interest and penalties related to unrecognized tax benefit as a component of income tax expense. During the nine months ended September 30, 2024, the Company released approximately $11.1 million of the uncertain tax position reserves and approximately $4.7 million of interest and penalties related to an IRS audit in the second quarter of 2024. As of September 30, 2024 and December 31, 2023, the amount of accrued interest and penalties payable related to unrecognized tax benefits was $0.1 million and $4.6 million, respectively.

The provision for income taxes for the three months ended September 30, 2023, was mainly driven by an increase in the estimated annual effective tax rate applied to the full year resulting from a decrease in the net income before tax projections used in the third quarter of 2023, the change in valuation allowances on non-deductible U.S. interest expense carryforwards, and the global intangible low-taxed income inclusion. The provision was calculated using an estimated annual effective tax rate of 159.4%.

The provision for income taxes for the nine months ended September 30, 2023, was mainly driven by the change in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion, partially offset by the tax benefit of the year to date pre-tax book loss.
v3.24.3
Supplemental equity and other information
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Supplemental equity and other information
NOTE 10 — Supplemental equity and other information

Loss per share

The following table sets forth the information to compute basic and diluted loss per share:
Three months ended September 30,Nine months ended September 30,
In thousands, except per share data2024202320242023
Net loss attributable to Gannett$(19,653)$(2,566)$(90,673)$(4,899)
Basic weighted average shares outstanding143,209 140,373 142,279 139,378 
Diluted weighted average shares outstanding143,209 140,373 142,279 139,378 
Loss per share attributable to Gannett - basic$(0.14)$(0.02)$(0.64)$(0.04)
Loss per share attributable to Gannett - diluted$(0.14)$(0.02)$(0.64)$(0.04)
(a) Includes restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance stock units ("PSUs").

The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive:
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Warrants(a)
— 845 — 845 
Stock options6,068 6,068 6,068 6,068 
Restricted stock grants(b)
7,139 8,779 7,139 8,779 
2027 Notes(c)
97,057 97,057 97,057 97,057 
(a)The warrants expired on November 26, 2023.
(b)Includes RSAs, RSUs and PSUs.
(c)Represents the total number of shares that would have been convertible for the three and nine months ended September 30, 2024 and 2023 as stipulated in the 2027 Notes Indenture.
The 2027 Notes may be converted at any time by the Holders into cash, shares of the Company's Common Stock or any combination of cash and Common Stock, at the Company's election. Conversion of all of the 2027 Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 287.2 million shares of Common Stock. The Company has excluded approximately 190.1 million shares from the loss per share calculation, representing the difference between the total number of shares that would be convertible at September 30, 2024 and the total number of shares issuable assuming the maximum increase in the conversion rate.

Share-based compensation

Share-based compensation expense was $2.9 million and $9.2 million for the three and nine months ended September 30, 2024, respectively, and $3.9 million and $12.7 million for the three and nine months ended September 30, 2023, respectively, and is included in Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).

The total compensation cost not yet recognized related to non-vested awards as of September 30, 2024 was $18.8 million, and is expected to be recognized over a weighted-average period of 2.1 years through November 2026.

Equity awards

There were approximately 4 thousand and 0.3 million RSAs granted during the three and nine months ended September 30, 2024, respectively, and approximately 2.7 million RSUs granted during both the three and nine months ended September 30, 2024.

Cash awards

The Company grants certain employees either long-term cash awards ("LTCAs") or cash performance units ("CPUs"). During 2024, our LTCAs and CPUs were granted during the third quarter of 2024 and during 2023, our LTCAs and CPUs were granted during the first quarter. CPUs generally vest and pay out in cash on the third anniversary of the grant date based upon the achievement of threshold goals depending on actual performance against financial objectives over a three-year period. LTCAs generally vest and pay out in cash on the first, second and third anniversaries of the date of grant. As of September 30, 2024, there was approximately $16.8 million of unrecognized compensation expense related to cash awards.

Preferred stock

The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the Company's Board of Directors, none of which have been issued. There were no issuances of preferred stock during the nine months ended September 30, 2024.

Stock repurchase program

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

During the nine months ended September 30, 2024, the Company did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of September 30, 2024, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million.
Accumulated other comprehensive loss

The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax:
Nine months ended September 30, 2024Nine months ended September 30, 2023
In thousandsPension and postretirement benefit plansForeign currency translation



TotalPension and postretirement benefit plansForeign currency translationTotal
Beginning balance$(64,344)$(1,197)$(65,541)$(86,351)$(14,880)$(101,231)
Other comprehensive (loss) income before reclassifications, net of taxes(6,232)12,917 6,685 21,080 4,835 25,915 
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)
244 — 244 (457)— (457)
Net current period other comprehensive (loss) income, net of tax(5,988)12,917 6,929 20,623 4,835 25,458 
Ending balance$(70,332)$11,720 $(58,612)$(65,728)$(10,045)$(75,773)
(a)Amounts reclassified from accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.
(b)Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of tax impacts of $107 thousand and $146 thousand for the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
Commitments, contingencies and other matters
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments, contingencies and other matters
NOTE 11 — Commitments, contingencies, and other matters

Legal proceedings

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

We are also defendants in judicial and administrative proceedings involving matters incidental to our business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material adverse effect on the Company's business, financial position or consolidated results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company's financial results.

On June 20, 2023, the Company filed a civil action against Google LLC and Alphabet Inc. (together, "Google") in the U.S. District Court in the Southern District of New York seeking injunctive relief and damages for the anticompetitive monopolization of advertising technology markets and for deceptive commercial practices. The Company's complaint details more than a dozen anticompetitive and deceptive acts that the Company believes demonstrate Google's unfair control and manipulation of all sides of each online advertising transaction. The Company intends to vigorously pursue this action. However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods, if and when the contingency is resolved, in accordance with ASC 450 "Contingencies." We do not expect pursuing this lawsuit to be a significant cost to us; however, the Company has and plans to continue to engage certain experts to participate in this matter. The cost of those experts will be expensed as incurred and is not expected to be material.
The Company was a defendant in a lawsuit titled Scott O. Sapulpa ("Plaintiff") v. Gannett Co., Inc. in the District Court in the State of Oklahoma. In February 2024, a jury found for the Plaintiff and awarded compensatory damages of $5 million and $20 million in punitive damages. While we cannot predict with certainty the ultimate outcome of this action, the Company filed an appeal of the case in March 2024. We are currently unable to estimate a range of reasonably possible loss; however, we believe that damages, if any, would be covered by the Company's insurance policies. As a result, we believe the outcome will not have a material impact on the Company's condensed consolidated financial statements.
v3.24.3
Segment reporting
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment reporting
NOTE 12 — Segment reporting

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

•Domestic Gannett Media is comprised of our portfolio of domestic local, regional, and national newspaper publishers. The results of this segment include Digital revenues mainly derived from digital advertising offerings such as classified advertisements and display advertisements run on our platforms as well as third-party sites, digital marketing services delivered by our DMS segment, digital distribution of our publications and digital content syndication and affiliate and partnership revenues and Print and commercial revenues mainly derived from the sale of local, national, and classified print advertising products, the sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements, and revenues from our events business.

•Newsquest is comprised of our portfolio of international newspaper publishers. The results of this segment include Digital revenues mainly derived from digital advertising offerings such as classified advertisements and display advertisements run on our platforms as well as third-party sites, digital marketing services delivered by our DMS segment, digital distribution of our publications and digital syndication revenues and Print and commercial revenues mainly derived from the sale of local, classified, and national advertising as well as niche publications, the sale of both home delivery and single copies of our publications, as well as commercial printing.

•Digital Marketing Solutions is comprised of our digital marketing services companies under the brand LocaliQ. The results of this segment include Digital revenues derived from digital marketing services generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions.

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

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

The CODM uses Adjusted EBITDA to evaluate the performance of the segments and allocate resources. Adjusted EBITDA is a non-GAAP financial performance measure we believe offers a useful view of the overall operation of our businesses and may be different than similarly-titled measures used by other companies. We define Adjusted EBITDA as Net income (loss) attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Third-party debt expenses and acquisition costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, (13) Other non-operating (income) expense, net, and (14) Non-recurring items.

Management considers Adjusted EBITDA to be an important metric to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items that we do not believe are indicative of each segment's core operating performance.
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Revenues:
Domestic Gannett Media$468,511 $508,505 $1,456,139 $1,566,636 
Newsquest59,548 59,035 180,998 175,802 
Digital Marketing Solutions119,929 121,919360,772 357,525
Corporate and other1,431 1,5324,293 4,603
Intersegment Eliminations(36,980)(38,120)(114,162)(110,421)
Total revenues612,439 652,8711,888,040 1,994,145
Adjusted EBITDA:
Domestic Gannett Media46,302 40,749143,711 138,543
Newsquest13,917 13,51142,218 38,799
Digital Marketing Solutions11,743 13,57532,295 40,728
Corporate and other(9,082)(8,311)(23,193)(24,493)
Net loss attributable to noncontrolling interests1 232 99
Interest expense25,959 27,91878,794 84,807
Loss (gain) on early extinguishment of debt176 (2,717)(354)(3,213)
Non-operating pension income(3,193)(2,929)(9,476)(7,007)
Depreciation and amortization40,398 40,644116,954 124,126
Integration and reorganization costs (reversal)17,307 (955)54,963 18,459
Third-party debt expenses and acquisition costs(a)
247 370673 828
Asset impairments87 18846,076 1,370
Loss (gain) on sale or disposal of assets, net784 (23,334)1,572 (40,869)
Share-based compensation expense2,905 3,9449,243 12,727
Other non-operating (income) expense, net(2,979)(397)(3,771)17
Non-recurring items7,271 3,214 14,184 7,083 
(Loss) income before income taxes(26,083)13,576(113,859)(4,850)
(Benefit) provision for income taxes(6,429)16,144(23,154)148
Net loss(19,654)(2,568)(90,705)(4,998)
Net loss attributable to noncontrolling interests(1)(2)(32)(99)
Net loss attributable to Gannett$(19,653)$(2,566)$(90,673)$(4,899)
(a)Third-party debt expenses and acquisition costs are included in Other operating expenses on the condensed consolidated statements of operations and comprehensive income (loss).

Asset information by segment is not a key measure of performance used by the CODM function. Accordingly, we have not disclosed asset information by segment. Additionally, equity income in unconsolidated investees, net, interest expense, other non-operating items, net, and provision for income taxes, as reported in the condensed consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level.
v3.24.3
Other supplemental information
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Other supplemental information
NOTE 13 — Other supplemental information
Cash and cash equivalents, including restricted cash

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

The following table presents a reconciliation of cash, cash equivalents and restricted cash:
September 30,
In thousands20242023
Cash and cash equivalents$101,801 $109,240 
Restricted cash included in other current assets311 488 
Restricted cash included in pension and other assets9,567 10,306 
Total cash, cash equivalents and restricted cash$111,679 $120,034 
Supplemental cash flow information

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

Nine months ended September 30,
In thousands20242023
Cash paid for taxes, net of refunds$9,025 $5,534 
Cash paid for interest50,379 56,137 
Non-cash investing and financing activities:
Accrued capital expenditures$39,228 $2,416 
Accounts payable and accrued liabilities

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

In thousands September 30, 2024December 31, 2023
Accounts payable$161,603 $142,215 
Compensation67,959 82,160 
Taxes (primarily property, sales, and payroll taxes)10,653 9,990 
Benefits20,104 19,422 
Interest16,669 5,617 
Other57,368 34,040 
Accounts payable and accrued liabilities$334,356 $293,444 
v3.24.3
Subsequent events
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent events
NOTE 14 — Subsequent events

Debt refinancing

2029 Term Loan Facility

On October 15, 2024 (the "Closing Date"), the Company entered into an Amendment and Restatement Agreement (the "Amendment and Restatement Agreement") among the Company, as a guarantor, Gannett Holdings, as the Borrower (in such capacity, the “Borrower”), certain subsidiaries of the Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for the lenders, and Apollo Administrative Agency LLC, as the successor collateral agent and administrative agent for the lenders, which amends and restates the Company's existing First Lien Credit Agreement dated as of October 15, 2021 (as amended, supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended Credit Agreement") by and among the Company, as guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors and Citibank, N.A., as administrative agent and collateral agent. The Amended Credit Agreement provides for a new $900.0 million first lien term loan facility (the "2029 Term Loan Facility"), which refinanced and replaced the Company's existing Senior Secured Term Loan. The 2029 Term Loan Facility is comprised of an initial term loan facility of $850.4 million, funded on the Closing Date (the "2029 Initial Draw Facility"), and a delayed draw term loan facility of $49.6 million (the "2029 Delayed Draw Facility"), which has been made available to the Borrower at its discretion from the Closing Date and for a period of six months thereafter, subject to certain terms and conditions. As of the Closing Date, the lenders under the Amended Credit Agreement consisted primarily of funds, accounts or other clients managed by Apollo Capital Management, L.P. or its affiliates (the "Apollo Funds"), with $40.4 million of loans being provided by investors that elected the Loan Option Consideration in the 2026 Senior Notes Exchange Offer (as defined below). Pursuant to the Amended Credit Agreement, Apollo Administrative Agency LLC was appointed as the successor administrative agent and the successor collateral agent to Citibank, N.A.

The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (a) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (b) Adjusted Term SOFR (which shall be no less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on October 15, 2029 and will be freely prepayable without penalty.

Proceeds from the 2029 Initial Draw Facility, funded on the Closing Date, were used on the Closing Date to prepay in full the Senior Secured Term Loan, to repurchase Gannett Holdings' 2026 Senior Notes that were tendered by the holders thereof on
or prior to October 10, 2024 pursuant to the 2026 Senior Notes Exchange Offer and to repurchase the Company's 2027 Notes that were exchanged by the holders thereof on the Closing Date pursuant to the Convertible Notes Exchange (as defined below).

The proceeds of the 2029 Delayed Draw Facility may be used to redeem outstanding 2026 Senior Notes not tendered in the 2026 Senior Notes Exchange Offer in accordance with the terms of the indenture governing the 2026 Senior Notes (the "2026 Senior Notes Indenture") or to repurchase additional 2027 Notes.

2026 Senior Notes Exchange Offer and Consent Solicitation

On October 15, 2024, the Company and Gannett Holdings completed an offer to exchange (the "2026 Senior Notes Exchange Offer") any and all outstanding 2026 Senior Notes for, at the election of each holder of 2026 Senior Notes, either (a) (i) term loans under the 2029 Term Loan Facility and (ii) an upfront fee equal to 1.5% of such term loans (together with the term loans, the "Loan Option Consideration"); or (b) cash (the "Cash Option Consideration").

Pursuant to the 2026 Senior Notes Exchange Offer, $274.7 million in aggregate principal amount of the 2026 Senior Notes were tendered and accepted for exchange and subsequently canceled. 2026 Senior Notes in an aggregate principal amount of $40.4 million were exchanged for the Loan Option Consideration and 2026 Senior Notes in an aggregate principal amount of $234.3 million were exchanged for the Cash Option Consideration. Pursuant to the 2026 Senior Notes Exchange Offer, the Company paid aggregate cash consideration of $234.9 million (including the Cash Option Consideration and the upfront fee included in the Loan Option Consideration).

Following the completion of the 2026 Senior Notes Exchange Offer, the Company had outstanding $3.9 million aggregate principal amount of 2026 Senior Notes.

Concurrently with the completion of the 2026 Senior Notes Exchange Offer, the Company and Gannett Holdings completed their solicitation of consents to (i) eliminate substantially all of the restrictive covenants contained in the 2026 Senior Notes Indenture, (ii) eliminate certain of the default provisions contained in the 2026 Senior Notes Indenture and (iii) amend certain related provisions to conform with such eliminations (collectively, the "2026 Senior Notes Proposed Amendments") and received the requisite number of consents to adopt the 2026 Senior Notes Proposed Amendments. On October 15, 2024, the Company, Gannett Holdings and the guarantors under the 2026 Senior Notes Indenture entered into a supplemental indenture to implement the 2026 Senior Notes Proposed Amendments.

Convertible Notes Exchange Transactions

On October 15, 2024, the Company completed privately negotiated transactions with certain holders of 2027 Notes pursuant to which it (i) repurchased a total of $223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Notes, for aggregate cash consideration of $248.2 million and (ii) exchanged a total of $223.6 million in aggregate principal amount of 2027 Notes for new 6.000% Senior Secured Convertible Notes due 2031 (the "2031 Notes" and such repurchase and exchange, collectively, the "Convertible Notes Exchange").

Additionally, on October 15, 2024, the Company issued and sold $110,000 in aggregate principal amount of 2031 Notes in a privately negotiated transaction (the "2031 Notes Sale").

The 2031 Notes were issued pursuant to an indenture, dated as of October 15, 2024, among the Company, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Alter Domus Products Corp, as collateral agent. Following the completion of the Convertible Notes Exchange and the 2031 Notes Sale, the Company had outstanding $38.1 million aggregate principal amount of 2027 Notes and $223.7 million aggregate principal amount of 2031 Notes.

Concurrently with the Convertible Notes Exchange, the Company and the guarantors party thereto entered into a supplemental indenture to the indenture governing the 2027 Notes, dated as of November 17, 2020 (the "2027 Notes Indenture") pursuant to which (i) substantially all of the restrictive covenants contained in the 2027 Notes Indenture were eliminated, (ii) certain of the default provisions contained in the 2027 Notes Indenture were eliminated and (iii) certain related provisions were amended to conform with such eliminations.

We refer to the borrowing of term loans under the 2029 Term Loan Facility, the prepayment of the Senior Secured Term Loan, the exchange of 2026 Senior Notes for cash and term loans under the 2029 Term Loan Facility pursuant to the 2026
Senior Notes Exchange Offer and the Convertible Notes Exchange as the "Refinancing Transactions." Following the closing of the Refinancing Transactions, as of October 15, 2024, total debt outstanding was $1.1 billion, which included the (i) $850.4 million of 2029 Term Loan Facility, (ii) $3.9 million of 2026 Senior Notes (iii) $38.1 million of 2027 Notes, and (iv) $223.7 million of 2031 Notes. As of such date, $49.6 million was available for borrowing under the 2029 Delayed Draw Facility.

As a result of the Refinancing Transactions, we estimate that we will recognize pre-tax net gains on the early extinguishment of the Senior Secured Term Loan, the 2026 Senior Notes that were exchanged pursuant to the 2026 Senior Notes Exchange Offer and the 2027 Notes that were exchanged pursuant to the Convertible Notes Exchange in the aggregate of approximately $50 million, as well as other fees of approximately $10 million during the fourth quarter of 2024.
v3.24.3
Description of business and basis of presentation (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of presentation
Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
In the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2024 include all the assets, liabilities, revenues, expenses, and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). In addition, in the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2024 reflect all necessary adjustments for a fair statement of the results for the interim period. All significant intercompany accounts and transactions have been eliminated in consolidation, and the Company consolidates its subsidiaries.
Use of estimates
Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates.
Significant estimates inherent in the preparation of the unaudited condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of property, plant, and equipment and the mark to market of the conversion feature associated with the convertible debt.
Reclassifications
Reclassifications

Certain reclassifications have been made to the prior year unaudited condensed consolidated financial statements to conform to classifications used in the current year. Beginning in the first quarter of 2024, the Company updated the presentation of its revenues to reflect the disaggregation between Digital revenues and Print and commercial revenues. These reclassifications had no impact on net income (loss), stockholders' equity or cash flows as previously reported.
Recent accounting pronouncements not yet adopted
Recent accounting pronouncements not yet adopted

Disclosure improvements

In November 2023, the FASB issued guidance, ASU 2023-07, which will improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 applies to all public entities that are required to report segment information in accordance with ASC 280, "Segment Reporting." The Company will be required to report these enhanced segment disclosures starting in annual periods beginning after December 15, 2023 and requires retrospective application to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance will have a material impact on the condensed consolidated financial statements and disclosures.

In November 2023, the FASB issued guidance, ASU 2023-09, which enhances annual income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the provisions of the updated guidance and assessing the impact on the condensed consolidated financial statements and disclosures.
v3.24.3
Revenues (Tables)
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following tables present our revenues disaggregated by segment and revenue type:

Three months ended September 30, 2024
In thousandsDomestic Gannett MediaNewsquestDigital Marketing SolutionsCorporate and otherIntersegment eliminationsConsolidated
Digital advertising$71,224 $13,518 $— $— $— $84,742 
Digital marketing services34,712 1,915 119,929 — (36,980)119,576 
Digital-only subscription48,111 1,944 — — — 50,055 
Digital other
18,784 2,798 — 1,431 — 23,013 
Digital172,831 20,175 119,929 1,431 (36,980)277,386 
Print advertising105,885 18,044 — — — 123,929 
Print circulation140,436 16,859 — — — 157,295 
Commercial and other(a)
49,359 4,470 — — — 53,829 
Print and commercial295,680 39,373 — — — 335,053 
Total revenues(b)
$468,511 $59,548 $119,929 $1,431 $(36,980)$612,439 
(a)     For the three months ended September 30, 2024, included Commercial printing and delivery revenues of $32.9 million and $2.6 million at the Domestic Gannett Media and Newsquest segments, respectively.
(b)     Revenues generated from international operations comprised 11.4% of total revenues for the three months ended September 30, 2024.
Three months ended September 30, 2023
In thousandsDomestic Gannett MediaNewsquestDigital Marketing SolutionsCorporate and otherIntersegment eliminationsConsolidated
Digital advertising$67,958 $12,800 $— $— $— $80,758 
Digital marketing services35,809 2,283 121,919 — (38,120)121,891 
Digital-only subscription38,677 1,362 — — — 40,039 
Digital other
16,773 2,651 — 1,532 — 20,956 
Digital159,217 19,096 121,919 1,532 (38,120)263,644 
Print advertising118,247 18,907 — — — 137,154 
Print circulation169,784 17,281 — — — 187,065 
Commercial and other(a)
61,257 3,751 — — — 65,008 
Print and commercial349,288 39,939 — — — 389,227 
Total revenues(b)
$508,505 $59,035 $121,919 $1,532 $(38,120)$652,871 
(a)     For the three months ended September 30, 2023, included Commercial printing and delivery revenues of $42.6 million and $1.8 million at the Domestic Gannett Media and Newsquest segments, respectively.
(b)     Revenues generated from international operations comprised 10.6% of total revenues for the three months ended September 30, 2023.
Nine months ended September 30, 2024
In thousandsDomestic Gannett MediaNewsquestDigital Marketing SolutionsCorporate and otherIntersegment eliminationsConsolidated
Digital advertising$213,087 $40,586 $— $— $— $253,673 
Digital marketing services106,765 5,928 360,772 — (114,162)359,303 
Digital-only subscription134,644 5,172 — — — 139,816 
Digital other
58,025 8,153 — 4,293 — 70,471 
Digital512,521 59,839 360,772 4,293 (114,162)823,263 
Print advertising340,504 57,005 — — — 397,509 
Print circulation443,372 50,569 — — — 493,941 
Commercial and other(a)
159,742 13,585 — — — 173,327 
Print and commercial943,618 121,159 — — — 1,064,777 
Total revenues(b)
$1,456,139 $180,998 $360,772 $4,293 $(114,162)$1,888,040 
(a)     For the nine months ended September 30, 2024, included Commercial printing and delivery revenues of $110.7 million and $7.6 million at the Domestic Gannett Media and Newsquest segments, respectively.
(b)     Revenues generated from international operations comprised 11.2% of total revenues for the nine months ended September 30, 2024.
Nine months ended September 30, 2023
In thousandsDomestic Gannett MediaNewsquestDigital Marketing SolutionsCorporate and otherIntersegment eliminationsConsolidated
Digital advertising$204,807 $37,657 $— $— $— $242,464 
Digital marketing services103,231 6,778 357,525 — (110,421)357,113 
Digital-only subscription109,956 3,770 — — — 113,726 
Digital other
47,562 7,757 — 4,603 — 59,922 
Digital465,556 55,962 357,525 4,603 (110,421)773,225 
Print advertising377,735 56,648 — — — 434,383 
Print circulation536,551 51,724 — — — 588,275 
Commercial and other(a)
186,794 11,468 — — — 198,262 
Print and commercial1,101,080 119,840 — — — 1,220,920 
Total revenues(b)
$1,566,636 $175,802 $357,525 $4,603 $(110,421)$1,994,145 
(a) For the nine months ended September 30, 2023, included Commercial printing and delivery revenues of $136.8 million and $5.7 million at the Domestic Gannett Media and Newsquest segments, respectively.
(b)     Revenues generated from international operations comprised 10.3% of total revenues for the nine months ended September 30, 2023.
Schedule of Deferred Revenue
The following table presents the change in the deferred revenues balance:

Nine months ended September 30,
In thousands20242023
Beginning balance$120,502 $153,648 
Receipts, net of refunds795,425 825,049 
Revenue recognized(807,621)(850,098)
Ending balance$108,306 $128,599 
v3.24.3
Accounts receivable, net (Tables)
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Schedule of Allowance for Doubtful Accounts The following table presents changes in the allowance for doubtful accounts:
Nine months ended September 30,
In thousands20242023
Beginning balance$16,338 $16,697 
Current period provision3,092 7,073 
Write-offs charged against the allowance(6,639)(14,075)
Recoveries of amounts previously written-off2,190 3,429 
Other189 19 
Ending balance$15,170 $13,143 
v3.24.3
Goodwill and intangible assets (Tables)
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill and Intangible Assets
Goodwill and intangible assets consisted of the following:
September 30, 2024December 31, 2023
 In thousandsGross carrying amountAccumulated
amortization		Net carrying
amount		Gross carrying amountAccumulated
amortization		Net carrying
amount
Finite-lived intangible assets:
Advertiser relationships$446,801 $269,058 $177,743 $446,609 $236,168 $210,441 
Other customer relationships89,204 57,016 32,188 101,819 56,601 45,218 
Subscriber relationships250,840 176,736 74,104 251,099 155,528 95,571 
Other intangible assets66,870 65,403 1,467 68,780 62,536 6,244 
Sub-total$853,715 $568,213 $285,502 $868,307 $510,833 $357,474 
Indefinite-lived intangible assets:
Mastheads167,550 166,876 
Total intangible assets$453,052 $524,350 
Goodwill$531,112 $533,876 
v3.24.3
Integration and reorganization costs, and asset impairments (Tables)
 9 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Costs
The Company recorded severance-related expenses by segment as follows:
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Domestic Gannett Media$3,064 $380 $11,257 $7,224 
Newsquest84 115 496 1,091 
Digital Marketing Solutions1,026 630 1,135 602 
Corporate and other243 338 1,212 5,350 
Total$4,417 $1,463 $14,100 $14,267 

A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets for the nine months ended September 30, 2024 is as follows:
In thousandsSeverance and
related expenses
Beginning balance$6,928 
Restructuring provision included in integration and reorganization costs14,100 
Cash payments(11,953)
Ending balance$9,075 
Schedule of Facility Consolidation and Other Restructuring Expenses The Company recorded Other reorganization-related costs as follows:
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Domestic Gannett Media(a)
$10,298 $(4,029)$31,687 $(4,890)
Newsquest— (5)— (5)
Digital Marketing Solutions4 — 807 — 
Corporate and other2,588 1,616 8,369 9,087 
Total$12,890 $(2,418)$40,863 $4,192 
(a) The three and nine months ended September 30, 2024, included $10.0 million and $19.9 million, respectively, related to withdrawal liabilities which were expensed as a result of ceasing contributions to multiemployer pension plans. In addition, the nine months ended September 30, 2024 included $9.7 million expensed as of the cease-use date related to certain licensed content. The three and nine months ended September 30, 2023, included the reversal of a withdrawal liability related to a multiemployer pension plan of $4.3 million and $6.4 million, respectively, based on the settlement of the withdrawal liability.
v3.24.3
Debt (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The Company's debt as of September 30, 2024 and December 31, 2023 consisted of the financing arrangements described below. On October 15, 2024, the Company entered into the Refinancing Transactions (as defined below), which refinanced certain portions of the debt described in this Note 6 — Debt. Refer to Note 14 — Subsequent events below for further information on the Refinancing Transactions.

September 30, 2024December 31, 2023
In millionsPrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying valuePrincipal balanceUnamortized original issue discountUnamortized deferred financing costsCarrying value
Senior Secured Term Loan$297.6 $(3.3)$(0.7)$293.6 $350.4 $(5.2)$(1.1)$344.1 
2026 Senior Notes278.5 (4.1)(3.2)271.2 291.6 (5.8)(4.6)281.2 
2027 Notes485.3 (56.8)(1.2)427.3 485.3 (67.8)(1.5)416.0 
2024 Notes— — — — 3.3 — — 3.3 
Total debt$1,061.4 $(64.2)$(5.1)$992.1 $1,130.6 $(78.8)$(7.2)$1,044.6 
Less: Current portion of long-term debt$(60.5)$— $— $(60.5)$(63.8)$— $— $(63.8)
Non-current portion of long-term debt$1,000.9 $(64.2)$(5.1)$931.6 $1,066.8 $(78.8)$(7.2)$980.8 
v3.24.3
Pensions and other postretirement benefit plans (Tables)
 9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Schedule of Retirement Plan Costs
Retirement plan costs include the following components:
Pension benefits
Postretirement benefits
Three months ended September 30,Three months ended September 30,
In thousands2024202320242023
Operating expenses:
Service cost - benefits earned during the period$288 $335 $9 $10 
Non-operating expenses:
Interest cost on benefit obligations20,501 21,248 530 486 
Expected return on plan assets(24,356)(24,015)— — 
Amortization of prior service cost (benefit)18 18 (143)(427)
Amortization of actuarial cost (benefit)735 556 (478)(795)
Total non-operating benefit$(3,102)$(2,193)$(91)$(736)
Total benefit for retirement plans$(2,814)$(1,858)$(82)$(726)
Pension benefits
Postretirement benefits
Nine months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Operating expenses:
Service cost - benefits earned during the period$866 $1,005 $26 $30 
Non-operating expenses:
Interest cost on benefit obligations61,092 63,343 1,590 1,750 
Expected return on plan assets(72,509)(71,497)— — 
Amortization of prior service cost (benefit)52 51 (427)(427)
Amortization of actuarial cost (benefit)2,160 1,640 (1,434)(1,867)
Total non-operating benefit$(9,205)$(6,463)$(271)$(544)
Total benefit for retirement plans$(8,339)$(5,458)$(245)$(514)
v3.24.3
Income taxes (Tables)
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of Pre-tax Net (Loss) Income and Income Tax
The following table outlines our pre-tax net (loss) income and income tax amounts:
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
(Loss) income before income taxes$(26,083)$13,576 $(113,859)$(4,850)
(Benefit) provision for income taxes(6,429)16,144 (23,154)148 
Effective tax rate24.6 %118.9 %20.3 %(3.1)%
v3.24.3
Supplemental equity and other information (Tables)
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of Basic and Diluted Loss per Share
The following table sets forth the information to compute basic and diluted loss per share:
Three months ended September 30,Nine months ended September 30,
In thousands, except per share data2024202320242023
Net loss attributable to Gannett$(19,653)$(2,566)$(90,673)$(4,899)
Basic weighted average shares outstanding143,209 140,373 142,279 139,378 
Diluted weighted average shares outstanding143,209 140,373 142,279 139,378 
Loss per share attributable to Gannett - basic$(0.14)$(0.02)$(0.64)$(0.04)
Loss per share attributable to Gannett - diluted$(0.14)$(0.02)$(0.64)$(0.04)
(a) Includes restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance stock units ("PSUs").
Schedule of Securities Excluded From Computation of Diluted Loss Per Share
The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive:
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Warrants(a)
— 845 — 845 
Stock options6,068 6,068 6,068 6,068 
Restricted stock grants(b)
7,139 8,779 7,139 8,779 
2027 Notes(c)
97,057 97,057 97,057 97,057 
(a)The warrants expired on November 26, 2023.
(b)Includes RSAs, RSUs and PSUs.
(c)Represents the total number of shares that would have been convertible for the three and nine months ended September 30, 2024 and 2023 as stipulated in the 2027 Notes Indenture.
Schedule of Accumulated Other Comprehensive Loss, Net of Tax
The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax:
Nine months ended September 30, 2024Nine months ended September 30, 2023
In thousandsPension and postretirement benefit plansForeign currency translation



TotalPension and postretirement benefit plansForeign currency translationTotal
Beginning balance$(64,344)$(1,197)$(65,541)$(86,351)$(14,880)$(101,231)
Other comprehensive (loss) income before reclassifications, net of taxes(6,232)12,917 6,685 21,080 4,835 25,915 
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)
244 — 244 (457)— (457)
Net current period other comprehensive (loss) income, net of tax(5,988)12,917 6,929 20,623 4,835 25,458 
Ending balance$(70,332)$11,720 $(58,612)$(65,728)$(10,045)$(75,773)
(a)Amounts reclassified from accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.
(b)Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of tax impacts of $107 thousand and $146 thousand for the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
Segment reporting (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
Three months ended September 30,Nine months ended September 30,
In thousands2024202320242023
Revenues:
Domestic Gannett Media$468,511 $508,505 $1,456,139 $1,566,636 
Newsquest59,548 59,035 180,998 175,802 
Digital Marketing Solutions119,929 121,919360,772 357,525
Corporate and other1,431 1,5324,293 4,603
Intersegment Eliminations(36,980)(38,120)(114,162)(110,421)
Total revenues612,439 652,8711,888,040 1,994,145
Adjusted EBITDA:
Domestic Gannett Media46,302 40,749143,711 138,543
Newsquest13,917 13,51142,218 38,799
Digital Marketing Solutions11,743 13,57532,295 40,728
Corporate and other(9,082)(8,311)(23,193)(24,493)
Net loss attributable to noncontrolling interests1 232 99
Interest expense25,959 27,91878,794 84,807
Loss (gain) on early extinguishment of debt176 (2,717)(354)(3,213)
Non-operating pension income(3,193)(2,929)(9,476)(7,007)
Depreciation and amortization40,398 40,644116,954 124,126
Integration and reorganization costs (reversal)17,307 (955)54,963 18,459
Third-party debt expenses and acquisition costs(a)
247 370673 828
Asset impairments87 18846,076 1,370
Loss (gain) on sale or disposal of assets, net784 (23,334)1,572 (40,869)
Share-based compensation expense2,905 3,9449,243 12,727
Other non-operating (income) expense, net(2,979)(397)(3,771)17
Non-recurring items7,271 3,214 14,184 7,083 
(Loss) income before income taxes(26,083)13,576(113,859)(4,850)
(Benefit) provision for income taxes(6,429)16,144(23,154)148
Net loss(19,654)(2,568)(90,705)(4,998)
Net loss attributable to noncontrolling interests(1)(2)(32)(99)
Net loss attributable to Gannett$(19,653)$(2,566)$(90,673)$(4,899)
(a)Third-party debt expenses and acquisition costs are included in Other operating expenses on the condensed consolidated statements of operations and comprehensive income (loss).
v3.24.3
Other supplemental information (Tables)
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Cash and Cash Equivalents
The following table presents a reconciliation of cash, cash equivalents and restricted cash:
September 30,
In thousands20242023
Cash and cash equivalents$101,801 $109,240 
Restricted cash included in other current assets311 488 
Restricted cash included in pension and other assets9,567 10,306 
Total cash, cash equivalents and restricted cash$111,679 $120,034 
Schedule of Restrictions on Cash and Cash Equivalents
The following table presents a reconciliation of cash, cash equivalents and restricted cash:
September 30,
In thousands20242023
Cash and cash equivalents$101,801 $109,240 
Restricted cash included in other current assets311 488 
Restricted cash included in pension and other assets9,567 10,306 
Total cash, cash equivalents and restricted cash$111,679 $120,034 
Schedule of Supplemental Cash Flow Information
The following table presents supplemental cash flow information, including non-cash investing and financing activities:

Nine months ended September 30,
In thousands20242023
Cash paid for taxes, net of refunds$9,025 $5,534 
Cash paid for interest50,379 56,137 
Non-cash investing and financing activities:
Accrued capital expenditures$39,228 $2,416 
Schedule of Accounts Payable and Accrued Liabilities
A breakout of Accounts payable and accrued liabilities is presented below:

In thousands September 30, 2024December 31, 2023
Accounts payable$161,603 $142,215 
Compensation67,959 82,160 
Taxes (primarily property, sales, and payroll taxes)10,653 9,990 
Benefits20,104 19,422 
Interest16,669 5,617 
Other57,368 34,040 
Accounts payable and accrued liabilities$334,356 $293,444 
v3.24.3
Description of business and basis of presentation (Details)
 9 Months Ended
Sep. 30, 2024
segment
Accounting Policies [Abstract]  
Number of operating segments 3
Number of reportable segments 3
v3.24.3
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue        
Total revenues $ 612,439 $ 652,871 $ 1,888,040 $ 1,994,145
International | Revenue Benchmark | Geographic Concentration Risk        
Disaggregation of Revenue        
Revenue, percentage 11.40% 10.60% 11.20% 10.30%
Digital        
Disaggregation of Revenue        
Total revenues $ 277,386 $ 263,644 $ 823,263 $ 773,225
Digital advertising        
Disaggregation of Revenue        
Total revenues 84,742 80,758 253,673 242,464
Digital marketing services        
Disaggregation of Revenue        
Total revenues 119,576 121,891 359,303 357,113
Digital-only subscription        
Disaggregation of Revenue        
Total revenues 50,055 40,039 139,816 113,726
Digital other        
Disaggregation of Revenue        
Total revenues 23,013 20,956 70,471 59,922
Print and commercial        
Disaggregation of Revenue        
Total revenues 335,053 389,227 1,064,777 1,220,920
Print advertising        
Disaggregation of Revenue        
Total revenues 123,929 137,154 397,509 434,383
Print circulation        
Disaggregation of Revenue        
Total revenues 157,295 187,065 493,941 588,275
Commercial and other        
Disaggregation of Revenue        
Total revenues 53,829 65,008 173,327 198,262
Operating Segments | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 468,511 508,505 1,456,139 1,566,636
Operating Segments | Newsquest        
Disaggregation of Revenue        
Total revenues 59,548 59,035 180,998 175,802
Operating Segments | Digital Marketing Solutions        
Disaggregation of Revenue        
Total revenues 119,929 121,919 360,772 357,525
Operating Segments | Digital | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 172,831 159,217 512,521 465,556
Operating Segments | Digital | Newsquest        
Disaggregation of Revenue        
Total revenues 20,175 19,096 59,839 55,962
Operating Segments | Digital | Digital Marketing Solutions        
Disaggregation of Revenue        
Total revenues 119,929 121,919 360,772 357,525
Operating Segments | Digital advertising | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 71,224 67,958 213,087 204,807
Operating Segments | Digital advertising | Newsquest        
Disaggregation of Revenue        
Total revenues 13,518 12,800 40,586 37,657
Operating Segments | Digital marketing services | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 34,712 35,809 106,765 103,231
Operating Segments | Digital marketing services | Newsquest        
Disaggregation of Revenue        
Total revenues 1,915 2,283 5,928 6,778
Operating Segments | Digital marketing services | Digital Marketing Solutions        
Disaggregation of Revenue        
Total revenues 119,929 121,919 360,772 357,525
Operating Segments | Digital-only subscription | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 48,111 38,677 134,644 109,956
Operating Segments | Digital-only subscription | Newsquest        
Disaggregation of Revenue        
Total revenues 1,944 1,362 5,172 3,770
Operating Segments | Digital other | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 18,784 16,773 58,025 47,562
Operating Segments | Digital other | Newsquest        
Disaggregation of Revenue        
Total revenues 2,798 2,651 8,153 7,757
Operating Segments | Print and commercial | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 295,680 349,288 943,618 1,101,080
Operating Segments | Print and commercial | Newsquest        
Disaggregation of Revenue        
Total revenues 39,373 39,939 121,159 119,840
Operating Segments | Print advertising | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 105,885 118,247 340,504 377,735
Operating Segments | Print advertising | Newsquest        
Disaggregation of Revenue        
Total revenues 18,044 18,907 57,005 56,648
Operating Segments | Print circulation | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 140,436 169,784 443,372 536,551
Operating Segments | Print circulation | Newsquest        
Disaggregation of Revenue        
Total revenues 16,859 17,281 50,569 51,724
Operating Segments | Commercial and other | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 49,359 61,257 159,742 186,794
Operating Segments | Commercial and other | Newsquest        
Disaggregation of Revenue        
Total revenues 4,470 3,751 13,585 11,468
Operating Segments | Commercial Printing and Delivery Revenue | Domestic Gannett Media        
Disaggregation of Revenue        
Total revenues 32,900 42,600 110,700 136,800
Operating Segments | Commercial Printing and Delivery Revenue | Newsquest        
Disaggregation of Revenue        
Total revenues 2,600 1,800 7,600 5,700
Corporate and other        
Disaggregation of Revenue        
Total revenues 1,431 1,532 4,293 4,603
Corporate and other | Digital        
Disaggregation of Revenue        
Total revenues 1,431 1,532 4,293 4,603
Corporate and other | Digital other        
Disaggregation of Revenue        
Total revenues 1,431 1,532 4,293 4,603
Intersegment eliminations        
Disaggregation of Revenue        
Total revenues 36,980 38,120 114,162 110,421
Intersegment eliminations | Digital        
Disaggregation of Revenue        
Total revenues 36,980 38,120 114,162 110,421
Intersegment eliminations | Digital marketing services        
Disaggregation of Revenue        
Total revenues $ 36,980 $ 38,120 $ 114,162 $ 110,421
v3.24.3
Revenues - Narrative (Details) - Customer Subscription - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Sep. 30, 2024
Minimum  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction  
Expected timing of satisfaction 1 month
Maximum  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction  
Expected timing of satisfaction 12 months
v3.24.3
Revenues - Schedule of Deferred Revenue (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Movement in Deferred Revenue [Roll Forward]    
Beginning balance $ 120,502 $ 153,648
Receipts, net of refunds 795,425 825,049
Revenue recognized (807,621) (850,098)
Ending balance $ 108,306 $ 128,599
v3.24.3
Accounts receivable, net - Schedule of Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Accounts Receivable, Allowance for Credit Loss        
Beginning balance     $ 16,338 $ 16,697
Current period provision $ 1,500 $ 3,800 3,092 7,073
Write-offs charged against the allowance     (6,639) (14,075)
Recoveries of amounts previously written-off     2,190 3,429
Other     189 19
Ending balance $ 15,170 $ 13,143 $ 15,170 $ 13,143
v3.24.3
Accounts receivable, net - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Receivables [Abstract]        
Bad debt expense $ 1,500 $ 3,800 $ 3,092 $ 7,073
v3.24.3
Goodwill and intangible assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount $ 853,715 $ 868,307
Accumulated amortization 568,213 510,833
Net carrying amount 285,502 357,474
Indefinite-lived intangible assets:    
Total intangible assets 453,052 524,350
Goodwill 531,112 533,876
Mastheads    
Indefinite-lived intangible assets:    
Non-amortized intangible assets 167,550 166,876
Advertiser relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 446,801 446,609
Accumulated amortization 269,058 236,168
Net carrying amount 177,743 210,441
Other customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 89,204 101,819
Accumulated amortization 57,016 56,601
Net carrying amount 32,188 45,218
Subscriber relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 250,840 251,099
Accumulated amortization 176,736 155,528
Net carrying amount 74,104 95,571
Other intangible assets    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 66,870 68,780
Accumulated amortization 65,403 62,536
Net carrying amount $ 1,467 $ 6,244
v3.24.3
Goodwill and intangible assets - Narrative (Details)
 9 Months Ended
Sep. 30, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and intangible impairments $ 0
Property, plant and equipment impairments $ 0
v3.24.3
Integration and reorganization costs, and asset impairments - Schedule of Severance-Related Expenses (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Restructuring Cost and Reserve        
Consolidation charges and other restructuring-related costs $ 17,307 $ (955) $ 54,963 $ 18,459
Severance        
Restructuring Cost and Reserve        
Consolidation charges and other restructuring-related costs 4,417 1,463 14,100 14,267
Operating Segments | Domestic Gannett Media | Severance        
Restructuring Cost and Reserve        
Consolidation charges and other restructuring-related costs 3,064 380 11,257 7,224
Operating Segments | Newsquest | Severance        
Restructuring Cost and Reserve        
Consolidation charges and other restructuring-related costs 84 115 496 1,091
Operating Segments | Digital Marketing Solutions | Severance        
Restructuring Cost and Reserve        
Consolidation charges and other restructuring-related costs 1,026 630 1,135 602
Corporate and other | Severance        
Restructuring Cost and Reserve        
Consolidation charges and other restructuring-related costs $ 243 $ 338 $ 1,212 $ 5,350
v3.24.3
Integration and reorganization costs, and asset impairments - Restructuring Reserve (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Restructuring Reserve        
Restructuring provision included in integration and reorganization costs $ 17,307 $ (955) $ 54,963 $ 18,459
Severance        
Restructuring Reserve        
Beginning balance     6,928  
Restructuring provision included in integration and reorganization costs 4,417 $ 1,463 14,100 $ 14,267
Cash payments     (11,953)  
Ending balance $ 9,075   $ 9,075  
v3.24.3
Integration and reorganization costs, and asset impairments - Schedule of Other Reorganization-Related Charges (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Other Restructuring        
Restructuring Cost and Reserve        
Total $ 12,890 $ (2,418) $ 40,863 $ 4,192
Operating Segments | Domestic Gannett Media | Other Restructuring        
Restructuring Cost and Reserve        
Total 10,298 (4,029) 31,687 (4,890)
Operating Segments | Domestic Gannett Media | Other Restructuring, Multiemployer Pension Plans        
Restructuring Cost and Reserve        
Total 10,000 (4,300) 19,900 (6,400)
Operating Segments | Domestic Gannett Media | Other Restructuring, Licensed Content        
Restructuring Cost and Reserve        
Total     9,700  
Operating Segments | Newsquest | Other Restructuring        
Restructuring Cost and Reserve        
Total 0 (5) 0 (5)
Operating Segments | Digital Marketing Solutions | Other Restructuring        
Restructuring Cost and Reserve        
Total 4 0 807 0
Corporate and other | Other Restructuring        
Restructuring Cost and Reserve        
Total $ 2,588 $ 1,616 $ 8,369 $ 9,087
v3.24.3
Integration and reorganization costs, and asset impairments - Narrative (Details)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
Restructuring and Related Activities [Abstract]  
Asset impairment charges $ 46.0
v3.24.3
Debt - Schedule of Debt (Details) - USD ($)
Sep. 30, 2024
Apr. 14, 2024
Dec. 31, 2023
Dec. 31, 2022
Oct. 15, 2021
Nov. 17, 2020
Debt Instrument            
Principal balance $ 1,061,400,000   $ 1,130,600,000      
Unamortized original issue discount (64,200,000)   (78,800,000)      
Unamortized deferred financing costs (5,100,000)   (7,200,000)      
Long-term debt 504,369,000   564,836,000      
Aggregate principal amount of debt 992,100,000   1,044,600,000      
Long term debt, gross, current (60,500,000)   (63,800,000)      
Debt instrument unamortized discount current 0   0      
Debt issuance costs, current, net 0   0      
Long-term debt, current maturities (60,500,000)   (63,800,000)      
Long term debt, gross, noncurrent 1,000,900,000   1,066,800,000      
Debt instrument, unamortized discount, noncurrent (64,200,000)   (78,800,000)      
Debt issuance costs, noncurrent, net (5,100,000)   (7,200,000)      
Non-current portion of long-term debt 931,600,000   980,800,000      
Senior Secured Term Loan | Senior Secured Term Loan            
Debt Instrument            
Principal balance 297,600,000   350,400,000   $ 516,000,000.0  
Unamortized original issue discount (3,300,000)   (5,200,000)      
Unamortized deferred financing costs (700,000)   (1,100,000)      
Secured debt 293,600,000   344,100,000      
Senior Secured Term Loan | 2026 Senior Notes            
Debt Instrument            
Principal balance       $ 30,000,000.0    
Senior Notes | 2026 Senior Notes            
Debt Instrument            
Principal balance 278,500,000   291,600,000   $ 400,000,000  
Unamortized original issue discount (4,100,000)   (5,800,000)      
Unamortized deferred financing costs (3,200,000)   (4,600,000)      
Long-term debt 271,200,000   281,200,000      
Convertible Debt | 2027 Notes            
Debt Instrument            
Principal balance 485,300,000   485,300,000     $ 497,100,000
Unamortized original issue discount (56,800,000)   (67,800,000)      
Unamortized deferred financing costs (1,200,000)   (1,500,000)      
Long-term debt 427,300,000   416,000,000.0      
Convertible Debt | 2024 Notes            
Debt Instrument            
Principal balance 0 $ 3,300,000 3,300,000      
Unamortized original issue discount 0   0      
Unamortized deferred financing costs 0   0      
Long-term debt $ 0   $ 3,300,000      
v3.24.3
Debt - Senior Secured Term Loan (Details)
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 15, 2021
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
amendment
Dec. 31, 2023
USD ($)
Apr. 08, 2022
USD ($)
Jan. 31, 2022
USD ($)
Line of Credit Facility                  
Principal balance   $ 1,061,400,000   $ 1,061,400,000     $ 1,130,600,000    
Cash paid for interest       50,379,000 $ 56,137,000        
Loss on early extinguishment of debt   176,000 $ (2,717,000) (354,000) (3,213,000)        
Senior Secured Term Loan | Senior Secured Term Loan                  
Line of Credit Facility                  
Debt instrument term (in years) 5 years                
Principal balance $ 516,000,000.0 297,600,000   297,600,000     $ 350,400,000    
Cash requirement $ 100,000,000                
Amortization quarterly amount               $ 15,100,000  
First lien net leverage ratio               1.20  
Amortization quarterly amount upon ratio threshold               $ 7,600,000  
Debt instrument, reduction of quarterly amortization payment, waiver       12,000,000.0          
Repayments of debt   28,500,000   52,800,000          
Interest expense   8,600,000 9,900,000 26,900,000 30,600,000        
Cash paid for interest   8,800,000 9,800,000 27,100,000 30,600,000        
Amortization of the discount   600,000 700,000 1,700,000 2,200,000        
Amortization of debt issuance costs   200,000 200,000 400,000 500,000        
Loss on early extinguishment of debt   $ 200,000 $ 600,000 $ 300,000 $ 1,000,000.0        
Effective interest rate (as a percent)   11.20%   11.20%          
Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range One                  
Line of Credit Facility                  
First lien net leverage ratio 2.00                
Maximum debt or equity purchasable $ 25,000,000                
Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range Two                  
Line of Credit Facility                  
First lien net leverage ratio 1.50                
Maximum debt or equity purchasable $ 50,000,000                
Senior Secured Term Loan | Senior Secured Term Loan | Debt Covenant, Range Three                  
Line of Credit Facility                  
First lien net leverage ratio 1.00                
Senior Secured Term Loan | Senior Secured Term Loan | Secured Overnight Financing Rate (SOFR)                  
Line of Credit Facility                  
Variable rate (as a percent) 5.00%                
Senior Secured Term Loan | Senior Secured Term Loan | Alternate Base Rate                  
Line of Credit Facility                  
Variable rate (as a percent) 4.00%                
Senior Secured Term Loan | Senior Secured Term Loan | Minimum                  
Line of Credit Facility                  
Unrestricted cash requirement $ 30,000,000                
Senior Secured Term Loan | Senior Secured Term Loan | Minimum | Secured Overnight Financing Rate (SOFR)                  
Line of Credit Facility                  
Variable rate (as a percent) 0.50%                
Senior Secured Term Loan | Senior Secured Term Loan | Minimum | Alternate Base Rate                  
Line of Credit Facility                  
Variable rate (as a percent) 1.50%                
Incremental Term Loans | Senior Secured Term Loan                  
Line of Credit Facility                  
Principal balance           $ 30,000,000.0     $ 50,000,000
Number of separate amendments | amendment           2      
v3.24.3
Debt - Senior Secured Notes due 2026 (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 15, 2021
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2022
Dec. 31, 2023
Line of Credit Facility              
Principal balance   $ 1,061,400,000   $ 1,061,400,000     $ 1,130,600,000
Gain on early extinguishment of debt   (176,000) $ 2,717,000 354,000 $ 3,213,000    
2026 Senior Notes | Senior Notes              
Line of Credit Facility              
Principal balance $ 400,000,000 278,500,000   278,500,000     291,600,000
Stated interest rate (as a percent) 6.00%            
Mandatory and optional prepayments       13,000,000.0      
Gain on early extinguishment of debt     3,300,000 600,000 4,200,000    
Interest expense   4,100,000 4,900,000 12,700,000 15,000,000.0    
Interest paid     600,000 8,700,000 10,900,000    
Amortization of the discount   500,000 600,000 1,500,000 1,800,000    
Amortization of debt issuance costs   $ 400,000 400,000 $ 1,200,000 1,400,000    
Effective interest rate (as a percent)   7.30%   7.30%      
2026 Senior Notes | Senior Notes | Fair Value, Inputs, Level 2              
Line of Credit Facility              
Debt fair value   $ 277,800,000   $ 277,800,000     256,600,000
2026 Senior Notes | Senior Notes | Period 1              
Line of Credit Facility              
Redemption rate 101.00%            
2026 Senior Notes | Senior Secured Term Loan              
Line of Credit Facility              
Principal balance           $ 30,000,000.0  
Extinguishment of debt, amount           $ 30,000,000.0  
Senior Secured Term Loan | Senior Secured Term Loan              
Line of Credit Facility              
Principal balance $ 516,000,000.0 297,600,000   297,600,000     $ 350,400,000
Debt instrument, reduction of quarterly amortization payment, waiver       12,000,000.0      
Gain on early extinguishment of debt   (200,000) (600,000) (300,000) (1,000,000.0)    
Interest expense   8,600,000 9,900,000 26,900,000 30,600,000    
Amortization of the discount   600,000 700,000 1,700,000 2,200,000    
Amortization of debt issuance costs   $ 200,000 $ 200,000 $ 400,000 $ 500,000    
Effective interest rate (as a percent)   11.20%   11.20%      
v3.24.3
Debt - Senior Secured Convertible Notes due 2027 (Details)
 3 Months Ended 9 Months Ended
Nov. 17, 2020
USD ($)
component
$ / shares
shares
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
Line of Credit Facility              
Principal balance   $ 1,061,400,000   $ 1,061,400,000   $ 1,130,600,000  
Common stock, par value (in dollars per share) | $ / shares   $ 0.01   $ 0.01   $ 0.01  
2027 Notes | Convertible Debt              
Line of Credit Facility              
Principal balance $ 497,100,000 $ 485,300,000   $ 485,300,000   $ 485,300,000  
Stated interest rate (as a percent) 6.00%            
Common stock, par value (in dollars per share) | $ / shares $ 0.01            
Percentage of notes initially convertible to common stock 42.00%           41.00%
Repurchased face amount             $ 11,800,000
Minimum qualified cash required $ 30,000,000.0            
Number of components | component 2            
Fair value of equity component of debt   279,600,000   279,600,000   279,600,000  
Interest expense   7,300,000 $ 7,300,000 21,800,000 $ 21,800,000    
Interest paid       14,600,000 14,600,000    
Amortization of the discount   3,800,000 3,400,000 11,000,000 9,900,000    
Amortization of debt issuance costs   $ 0 $ 0 $ 0 $ 0    
Effective interest rate (as a percent)   10.50%   10.50%      
2027 Notes | Convertible Debt | Fair Value, Inputs, Level 2              
Line of Credit Facility              
Debt fair value   $ 595,300,000   $ 595,300,000   $ 395,600,000  
2027 Notes | Convertible Debt | Period 1              
Line of Credit Facility              
Redemption rate 110.00%            
Maximum repurchase amount $ 100,000,000            
Repurchase period after debt maturity 91 days            
Total gross leverage ratio 1.5            
2027 Notes | Convertible Debt | Period 2              
Line of Credit Facility              
Redemption rate 130.00%            
Maximum repurchase amount $ 99,400,000            
Redemption term (in years) 4 years            
2027 Notes | Convertible Debt | Scenario, Plan              
Line of Credit Facility              
Initial conversion rate (in shares) | shares 200            
Conversion price (in dollars per share) | $ / shares $ 5.00            
v3.24.3
Debt - Senior Convertible Notes due 2024 (Details) - USD ($)
Sep. 30, 2024
Apr. 14, 2024
Dec. 31, 2023
Line of Credit Facility      
Principal balance $ 1,061,400,000   $ 1,130,600,000
2024 Notes | Convertible Debt      
Line of Credit Facility      
Principal balance $ 0 $ 3,300,000 $ 3,300,000
Stated interest rate (as a percent)   4.75%  
v3.24.3
Pensions and other postretirement benefit plans - Schedule of Retirement Plan Costs (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Non-operating expenses:        
Total non-operating benefit $ (3,193) $ (2,929) $ (9,476) $ (7,007)
Pension benefits        
Operating expenses:        
Service cost - benefits earned during the period 288 335 866 1,005
Non-operating expenses:        
Interest cost on benefit obligations 20,501 21,248 61,092 63,343
Expected return on plan assets (24,356) (24,015) (72,509) (71,497)
Amortization of prior service cost (benefit) 18 18 52 51
Amortization of actuarial cost (benefit) 735 556 2,160 1,640
Total non-operating benefit (3,102) (2,193) (9,205) (6,463)
Total benefit for retirement plans (2,814) (1,858) (8,339) (5,458)
Postretirement benefits        
Operating expenses:        
Service cost - benefits earned during the period 9 10 26 30
Non-operating expenses:        
Interest cost on benefit obligations 530 486 1,590 1,750
Expected return on plan assets 0 0 0 0
Amortization of prior service cost (benefit) (143) (427) (427) (427)
Amortization of actuarial cost (benefit) (478) (795) (1,434) (1,867)
Total non-operating benefit (91) (736) (271) (544)
Total benefit for retirement plans $ (82) $ (726) $ (245) $ (514)
v3.24.3
Pensions and other postretirement benefit plans - Narrative (Details)
$ in Millions
 9 Months Ended 24 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Gannett Retirement Plan    
Defined Benefit Plan Disclosure    
Defined benefit plan required funding status (as a percent) 100.00% 100.00%
Expected future employer contributions, quarterly certification funding requirement   $ 1.0
Defined benefit plan, expected future employee contributions, quarterly certification funding requirement term (in days)   60 days
Expected future employer contributions, quarterly certification funding requirement (maximum)   $ 5.0
Current funding status (as a percent) 100.00% 100.00%
Pension benefits    
Defined Benefit Plan Disclosure    
Contribution to the defined benefit plans $ 7.8  
Postretirement benefits    
Defined Benefit Plan Disclosure    
Contribution to the defined benefit plans $ 3.7  
v3.24.3
Income taxes - Schedule of Pre-tax Net (Loss) Income and Income Tax (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
(Loss) income before income taxes $ (26,083) $ 13,576 $ (113,859) $ (4,850)
(Benefit) provision for income taxes $ (6,429) $ 16,144 $ (23,154) $ 148
Effective tax rate (as a percent) 24.60% 118.90% 20.30% (3.10%)
v3.24.3
Income taxes - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]        
Estimated annual effective tax rate percent (as a percent) 0.90% 159.40%    
Unrecognized tax benefits that would impact effective tax rate $ 44.6   $ 44.6 $ 52.6
Release of uncertain tax position reserves     11.1  
Interest and penalties related to an IRS audit     4.7  
Unrecognized tax benefits, accrued interest and penalties $ 0.1   $ 0.1 $ 4.6
v3.24.3
Supplemental equity and other information - Schedule of Basic and Diluted Loss per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Equity [Abstract]        
Net loss attributable to Gannett $ (19,653) $ (2,566) $ (90,673) $ (4,899)
Basic weighted average shares outstanding (in shares) 143,209 140,373 142,279 139,378
Diluted weighted average shares outstanding (in shares) 143,209 140,373 142,279 139,378
Loss per share attributable to Gannett - basic (in dollars per share) $ (0.14) $ (0.02) $ (0.64) $ (0.04)
Loss per share attributable to Gannett - diluted (in dollars per share) $ (0.14) $ (0.02) $ (0.64) $ (0.04)
v3.24.3
Supplemental equity and other information - Schedule of Securities Excluded From Computation of Diluted Loss Per Share (Details) - shares
shares in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Warrants        
Share-based Compensation Arrangement by Share-based Payment Award        
Antidilutive securities excluded from computation of diluted income per share (in shares) 0 845 0 845
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award        
Antidilutive securities excluded from computation of diluted income per share (in shares) 6,068 6,068 6,068 6,068
Restricted stock grants        
Share-based Compensation Arrangement by Share-based Payment Award        
Antidilutive securities excluded from computation of diluted income per share (in shares) 7,139 8,779 7,139 8,779
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 97,057 97,057 97,057
v3.24.3
Supplemental equity and other information - Narrative (Details)
$ / shares in Units, equityInstrument in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
equityInstrument
$ / shares
shares
Sep. 30, 2023
USD ($)
Dec. 31, 2023
$ / shares
shares
Feb. 01, 2022
USD ($)
Stockholders Equity Note            
Share-based compensation cost | $ $ 2.9 $ 3.9 $ 9.2 $ 12.7    
Unrecognized compensation cost related to non-vested share-based compensation | $ $ 18.8   $ 18.8      
Weighted average period (in years)     2 years 1 month 6 days      
Preferred stock authorized (in shares) 300,000   300,000   300,000  
Preferred stock, par value (in dollars per share) | $ / shares $ 0.01   $ 0.01   $ 0.01  
Preferred stock, issued (in shares) 0   0   0  
Stock Repurchase Program            
Stockholders Equity Note            
Shares authorized for repurchase, value | $           $ 100.0
Repurchase of common stock (in shares)     0      
Remaining authorized shares for share repurchase program | $ $ 96.9   $ 96.9      
Preferred Stock            
Stockholders Equity Note            
Issuance of preferred stock (in shares)     0      
Restricted Stock Awards            
Stockholders Equity Note            
Granted (in shares) 4,000   300,000      
Restricted Stock Units (RSUs)            
Stockholders Equity Note            
Granted (in shares) 2,700,000   2,700,000      
Cash Performance Units And Long-Term Cash Awards            
Stockholders Equity Note            
Unrecognized compensation expense | $ $ 16.8   $ 16.8      
2027 Notes | Convertible Debt            
Stockholders Equity Note            
Aggregate shares receivable upon conversion (in shares) | equityInstrument     287.2      
Securities excluded from computation of earnings per share (in shares)     190,100,000      
v3.24.3
Supplemental equity and other information - Schedule of Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Beginning balance $ 317,785  
Other comprehensive (loss) income before reclassifications, net of taxes 6,685 $ 25,915
Amounts reclassified from accumulated other comprehensive income (loss) 244 (457)
Net current period other comprehensive (loss) income, net of tax 6,929 25,458
Ending balance 240,451  
Amounts reclassified from accumulated other comprehensive income (loss), tax impacts 107 (146)
Total    
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Beginning balance (65,541) (101,231)
Ending balance (58,612) (75,773)
Pension and postretirement benefit plans    
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Beginning balance (64,344) (86,351)
Other comprehensive (loss) income before reclassifications, net of taxes (6,232) 21,080
Amounts reclassified from accumulated other comprehensive income (loss) 244 (457)
Net current period other comprehensive (loss) income, net of tax (5,988) 20,623
Ending balance (70,332) (65,728)
Foreign currency translation    
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Beginning balance (1,197) (14,880)
Other comprehensive (loss) income before reclassifications, net of taxes 12,917 4,835
Amounts reclassified from accumulated other comprehensive income (loss) 0 0
Net current period other comprehensive (loss) income, net of tax 12,917 4,835
Ending balance $ 11,720 $ (10,045)
v3.24.3
Commitments, contingencies and other matters (Details) - Scott O. Sapulpa v. Gannett Co., Inc.
$ in Millions
 1 Months Ended
Feb. 29, 2024
USD ($)
Compensatory Damages  
Commitments and Contingencies Disclosure  
Damages awarded $ 5
Punitive Damages  
Commitments and Contingencies Disclosure  
Damages awarded $ 20
v3.24.3
Segment reporting (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues:        
Total revenues $ 612,439 $ 652,871 $ 1,888,040 $ 1,994,145
Adjusted EBITDA:        
Net loss attributable to noncontrolling interests 1 2 32 99
Interest expense 25,959 27,918 78,794 84,807
Loss (gain) on early extinguishment of debt 176 (2,717) (354) (3,213)
Non-operating pension income (3,193) (2,929) (9,476) (7,007)
Depreciation and amortization 40,398 40,644 116,954 124,126
Integration and reorganization costs (reversal) 17,307 (955) 54,963 18,459
Third-party debt expenses and acquisition costs 247 370 673 828
Asset impairments 87 188 46,076 1,370
Loss (gain) on sale or disposal of assets, net 784 (23,334) 1,572 (40,869)
Share-based compensation expense 2,905 3,944 9,243 12,727
Other non-operating (income) expense, net (2,979) (397) (3,771) 17
Non-recurring items 7,271 3,214 14,184 7,083
(Loss) income before income taxes (26,083) 13,576 (113,859) (4,850)
(Benefit) provision for income taxes (6,429) 16,144 (23,154) 148
Net loss (19,654) (2,568) (90,705) (4,998)
Net loss attributable to noncontrolling interests (1) (2) (32) (99)
Net loss attributable to Gannett (19,653) (2,566) (90,673) (4,899)
Operating Segments | Domestic Gannett Media        
Revenues:        
Total revenues 468,511 508,505 1,456,139 1,566,636
Adjusted EBITDA:        
Adjusted EBITDA 46,302 40,749 143,711 138,543
Operating Segments | Newsquest        
Revenues:        
Total revenues 59,548 59,035 180,998 175,802
Adjusted EBITDA:        
Adjusted EBITDA 13,917 13,511 42,218 38,799
Operating Segments | Digital Marketing Solutions        
Revenues:        
Total revenues 119,929 121,919 360,772 357,525
Adjusted EBITDA:        
Adjusted EBITDA 11,743 13,575 32,295 40,728
Corporate and Other        
Revenues:        
Total revenues 1,431 1,532 4,293 4,603
Adjusted EBITDA:        
Adjusted EBITDA (9,082) (8,311) (23,193) (24,493)
Intersegment Eliminations        
Revenues:        
Total revenues $ 36,980 $ 38,120 $ 114,162 $ 110,421
v3.24.3
Other supplemental information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Cash and cash equivalents $ 101,801 $ 100,180 $ 109,240  
Restricted cash included in other current assets 311   488  
Restricted cash included in pension and other assets 9,567   10,306  
Total cash, cash equivalents and restricted cash $ 111,679 $ 110,612 $ 120,034 $ 104,804
v3.24.3
Other supplemental information - Schedule of Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Cash paid for taxes, net of refunds $ 9,025 $ 5,534
Cash paid for interest 50,379 56,137
Non-cash investing and financing activities:    
Accrued capital expenditures $ 39,228 $ 2,416
v3.24.3
Other supplemental information - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accounts payable $ 161,603 $ 142,215
Compensation 67,959 82,160
Taxes (primarily property, sales, and payroll taxes) 10,653 9,990
Benefits 20,104 19,422
Interest 16,669 5,617
Other 57,368 34,040
Accounts payable and accrued liabilities $ 334,356 $ 293,444
v3.24.3
Subsequent events (Details)
 3 Months Ended 9 Months Ended
Oct. 15, 2024
USD ($)
Dec. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Oct. 15, 2021
USD ($)
Nov. 17, 2020
USD ($)
Subsequent Event                      
Principal balance     $ 1,061,400,000   $ 1,061,400,000   $ 1,130,600,000        
Aggregate principal amount of debt     992,100,000   992,100,000   1,044,600,000        
Gain on early extinguishment of debt     (176,000) $ 2,717,000 354,000 $ 3,213,000          
Subsequent Event                      
Subsequent Event                      
Debt outstanding $ 1,100,000,000                    
2029 Term Loan Facility | Senior Secured Term Loan | Subsequent Event                      
Subsequent Event                      
Principal balance 900,000,000.0                    
Debt outstanding $ 850,400,000                    
2029 Term Loan Facility | Senior Secured Term Loan | Subsequent Event | Base Rate                      
Subsequent Event                      
Variable rate (as a percent) 4.00%                    
2029 Term Loan Facility | Senior Secured Term Loan | Subsequent Event | Base Rate | Minimum                      
Subsequent Event                      
Stated interest rate (as a percent) 2.50%                    
2029 Term Loan Facility | Senior Secured Term Loan | Subsequent Event | Adjusted Term SOFR                      
Subsequent Event                      
Variable rate (as a percent) 5.00%                    
2029 Term Loan Facility | Senior Secured Term Loan | Subsequent Event | Adjusted Term SOFR | Minimum                      
Subsequent Event                      
Stated interest rate (as a percent) 1.50%                    
2029 Initial Draw Facility | Senior Secured Term Loan | Subsequent Event                      
Subsequent Event                      
Principal balance $ 850,400,000                    
2029 Delayed Draw Facility | Line of Credit | Subsequent Event                      
Subsequent Event                      
Principal balance $ 49,600,000                    
Debt instrument term (in years) 6 months                    
Line of credit facility available for borrowing $ 49,600,000                    
2026 Senior Notes | Subsequent Event                      
Subsequent Event                      
Upfront fee (as a percent) 1.50%                    
2026 Senior Notes | Senior Secured Term Loan                      
Subsequent Event                      
Principal balance               $ 30,000,000.0      
2026 Senior Notes | Senior Notes                      
Subsequent Event                      
Principal balance     278,500,000   278,500,000   291,600,000     $ 400,000,000  
Stated interest rate (as a percent)                   6.00%  
Gain on early extinguishment of debt       $ 3,300,000 600,000 $ 4,200,000          
2026 Senior Notes | Senior Notes | Subsequent Event                      
Subsequent Event                      
Principal balance $ 274,700,000                    
Aggregate cash consideration 234,900,000                    
Aggregate principal amount of debt 3,900,000                    
Debt outstanding 3,900,000                    
Loan Option Consideration | Senior Notes | Subsequent Event                      
Subsequent Event                      
Principal balance 40,400,000                    
Cash Option Consideration | Senior Notes | Subsequent Event                      
Subsequent Event                      
Principal balance 234,300,000                    
2027 Notes | Senior Notes | Subsequent Event                      
Subsequent Event                      
Principal balance 223,600,000                    
Aggregate principal amount of debt 38,100,000                    
Repurchased face amount 223,600,000                    
Repurchase amount 248,200,000                    
Debt outstanding $ 38,100,000                    
2027 Notes | Convertible Debt                      
Subsequent Event                      
Principal balance     $ 485,300,000   $ 485,300,000   $ 485,300,000       $ 497,100,000
Stated interest rate (as a percent)                     6.00%
Repurchased face amount                 $ 11,800,000    
2027 Notes | Convertible Debt | Subsequent Event                      
Subsequent Event                      
Excess of repurchase amount per dollar of debt 1.11                    
Senior Secured Convertible Notes Due 2031 | Subsequent Event                      
Subsequent Event                      
Principal balance $ 110,000                    
Senior Secured Convertible Notes Due 2031 | Senior Notes | Subsequent Event                      
Subsequent Event                      
Aggregate principal amount of debt $ 223,700,000                    
Senior Secured Convertible Notes Due 2031 | Convertible Debt | Subsequent Event                      
Subsequent Event                      
Stated interest rate (as a percent) 6.00%                    
Debt outstanding $ 223,700,000                    
Senior Secured Term Loan, 2026 Senior Notes and 2027 Senior Notes | Forecast                      
Subsequent Event                      
Gain on early extinguishment of debt   $ 50,000,000                  
Other fees   $ 10,000,000