Part I. Financial Information [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Q1 2024 unaudited financials show total assets decreased to $2.09 billion, total liabilities slightly decreased, and a net loss of $84.8 million, driven by a $46.0 million asset impairment and print revenue declines, partially offset by digital growth Condensed Consolidated Balance Sheet Highlights (Unaudited) | In thousands | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total current assets** | $425,768 | $444,237 | | **Total assets** | $2,089,166 | $2,181,247 | | **Total current liabilities** | $537,001 | $533,513 | | **Total liabilities** | $1,856,185 | $1,863,934 | | **Total equity** | $232,981 | $317,313 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | In thousands, except per share amounts | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :--- | :--- | :--- | | **Total revenues** | $635,761 | $668,917 | | **Operating (loss) income** | $(49,886) | $19,961 | | **Net (loss) income attributable to Gannett** | $(84,768) | $10,344 | | **(Loss) income per share - diluted** | $(0.60) | $0.07 | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | In thousands | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :--- | :--- | :--- | | **Cash provided by operating activities** | $22,451 | $6,718 | | **Cash (used for) provided by investing activities** | $(12,426) | $20,704 | | **Cash used for financing activities** | $(18,245) | $(38,640) | | **Decrease in cash, cash equivalents and restricted cash** | $(7,236) | $(11,180) | [Note 2: Revenues](index=10&type=section&id=NOTE%202%20%E2%80%94%20Revenues) Q1 2024 total revenues decreased to $635.8 million, driven by a decline in Print and commercial revenues to $368.3 million, partially offset by Digital revenue growth to $267.5 million, with updated disaggregation in presentation Revenues by Type (Q1 2024 vs Q1 2023) | Revenue Type | Q1 2024 (in thousands) | Q1 2023 (in thousands) | | :--- | :--- | :--- | | Digital | $267,499 | $247,478 | | Print and commercial | $368,262 | $421,439 | | **Total revenues** | **$635,761** | **$668,917** | Digital Revenue Breakdown (Q1 2024) | Digital Revenue Category | Amount (in thousands) | | :--- | :--- | | Digital advertising | $84,466 | | Digital marketing services | $116,414 | | Digital-only subscription | $43,479 | | Digital other | $23,140 | | **Total Digital** | **$267,499** | [Note 5: Integration, Reorganization Costs, and Asset Impairments](index=12&type=section&id=NOTE%205%20%E2%80%94%20Integration%20and%20reorganization%20costs%2C%20and%20asset%20impairments) Q1 2024 saw integration and reorganization costs rise to $17.9 million, including $5.3 million in severance and $12.6 million in other restructuring expenses, alongside a significant $46.0 million asset impairment from corporate headquarters relocation - A **$46.0 million impairment charge** was recorded in Q1 2024 related to the exit of the leased facility in McLean, Virginia, and the relocation of the corporate headquarters[42](index=42&type=chunk) Integration and Reorganization Costs (Q1 2024 vs Q1 2023) | Cost Category | Q1 2024 (in thousands) | Q1 2023 (in thousands) | | :--- | :--- | :--- | | Severance-related expenses | $5,254 | $10,253 | | Other restructuring-related expenses | $12,627 | $1,874 | | **Total** | **$17,881** | **$12,127** | [Note 6: Debt](index=14&type=section&id=NOTE%206%20%E2%80%94%20Debt) As of March 31, 2024, total debt carrying value was $1.034 billion, slightly down from year-end 2023, with the company repurchasing $13.0 million of 2026 Senior Notes and remaining compliant with all debt covenants Debt Composition as of March 31, 2024 | Debt Instrument | Principal Balance (in millions) | Carrying Value (in millions) | | :--- | :--- | :--- | | Senior Secured Term Loan | $347.1 | $341.5 | | 2026 Senior Notes | $278.5 | $269.5 | | 2027 Convertible Notes | $485.3 | $419.7 | | 2024 Notes | $3.3 | $3.3 | | **Total Debt** | **$1,114.2** | **$1,034.0** | - In March 2024, the company repurchased **$13.0 million of its 2026 Senior Notes** at a discount, recognizing a **gain of approximately $0.6 million**[58](index=58&type=chunk) - The **2027 Convertible Notes** have an initial conversion price of **$5.00 per share** of common stock[62](index=62&type=chunk) [Note 12: Segment Reporting](index=22&type=section&id=NOTE%2012%20%E2%80%94%20Segment%20reporting) The company operates in Domestic Gannett Media, Newsquest, and Digital Marketing Solutions (DMS) segments, reporting Q1 2024 revenues of $495.7 million, $60.2 million, and $117.0 million respectively, with corresponding Adjusted EBITDA figures Segment Revenues and Adjusted EBITDA (Q1 2024) | Segment | Revenues (in thousands) | Adjusted EBITDA (in thousands) | | :--- | :--- | :--- | | Domestic Gannett Media | $495,719 | $44,480 | | Newsquest | $60,198 | $14,163 | | Digital Marketing Solutions | $117,045 | $8,779 | | Corporate and other | $1,604 | $(9,833) | - The Chief Operating Decision Maker (CODM) uses **Adjusted EBITDA** to evaluate segment performance and allocate resources[107](index=107&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=25&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes the 5% YoY revenue decline to print trends, offset by 8% digital growth, with a $84.8 million net loss impacted by a $46.0 million asset impairment, while the company pursues a digital-first strategy and maintains adequate liquidity - The company's strategy prioritizes **maximizing audience monetization** through the growth of diverse and recurring digital businesses, aiming for an evolution to a predominantly digital media company[118](index=118&type=chunk)[130](index=130&type=chunk) - Key business trends include the **continued decline of print revenues**, the influence of macroeconomic conditions on advertising spend, and the evolving landscape of data privacy standards like third-party cookie deprecation[120](index=120&type=chunk) - Cash flow from operations increased to **$22.5 million in Q1 2024** from $6.7 million in Q1 2023, primarily due to lower severance payments and higher cash receipts from deferred revenues[203](index=203&type=chunk)[204](index=204&type=chunk) [Results of Operations](index=29&type=section&id=RESULTS%20OF%20OPERATIONS) Q1 2024 consolidated revenue decreased 5% to $635.8 million, with digital growth offset by print declines, resulting in an operating loss of $49.9 million and a net loss of $84.8 million, largely due to a $46.0 million asset impairment Consolidated Revenue Performance (Q1 2024 vs Q1 2023) | Revenue Category | Q1 2024 (in thousands) | Q1 2023 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Digital | $267,499 | $247,478 | 8% | | Print and commercial | $368,262 | $421,439 | (13)% | | **Total revenues** | **$635,761** | **$668,917** | **(5)%** | - The shift from operating income of **$20.0 million in Q1 2023** to an operating loss of **$49.9 million in Q1 2024** was primarily driven by a **$46.0 million asset impairment charge** and a **$17.7 million swing from a gain on asset sales to a loss**[124](index=124&type=chunk)[126](index=126&type=chunk)[144](index=144&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Q1 2024 operating activities provided $22.5 million in cash, with total debt at $1.034 billion, and the company expects adequate liquidity for the next twelve months, projecting $47 million in capital expenditures for the remainder of 2024 - The company expects capital expenditures for the remainder of 2024 to be approximately **$47 million**, focused on digital product development and system upgrades[218](index=218&type=chunk) - As of March 31, 2024, the remaining authorized amount under the company's Stock Repurchase Program was approximately **$96.9 million**, though no repurchases were made in Q1 2024[216](index=216&type=chunk) - The company's leverage is a key risk, potentially limiting cash flow for general corporate purposes and flexibility to react to market changes[219](index=219&type=chunk) [Key Performance Indicators (KPIs)](index=43&type=section&id=KEY%20PERFORMANCE%20INDICATORS) As of March 31, 2024, total digital-only paid subscriptions remained flat at 2.0 million, while Total Gannett Digital-only ARPU increased 22% to $7.22, and DMS Core platform ARPU grew 6% to $2,697, despite a 3% decrease in average customer count Key Performance Indicators (Q1 2024 vs Q1 2023) | Metric | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Total Digital-only paid subscriptions (thousands) | 2,017 | 2,023 | 0% | | Total Gannett Digital-only ARPU | $7.22 | $5.90 | 22% | | DMS Core platform ARPU | $2,697 | $2,535 | 6% | | DMS Core platform average customer count (thousands) | 14.3 | 14.7 | (3)% | [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces market risks from interest rates, commodity prices, and foreign currency, with $347.1 million in variable-rate debt, newsprint costs at 3.1% of operating expenses, and no material impact expected from 10% foreign currency fluctuations - The company has **$347.1 million in variable-rate debt**; a hypothetical **100 basis point interest rate increase** would have increased interest expense by approximately **$0.9 million for Q1 2024**[235](index=235&type=chunk) - Newsprint and ink costs represented **3.1% of operating expenses** for Q1 2024, down from 5.2% in Q1 2023[236](index=236&type=chunk) - Foreign exchange risk is primarily from UK operations (British pound sterling); a hypothetical **10% fluctuation** in relevant foreign currencies would not materially impact operating income[237](index=237&type=chunk)[238](index=238&type=chunk) [Controls and Procedures](index=45&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of the end of the period covered by the report[239](index=239&type=chunk) - No changes occurred during the quarter ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, the company's **internal control over financial reporting**[240](index=240&type=chunk) Part II. Other Information [Legal Proceedings](index=46&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in various legal proceedings, including a civil action against Google for anticompetitive practices and an appeal of a $25 million jury verdict in Oklahoma, which is expected to be covered by insurance - The company filed a lawsuit against **Google LLC and Alphabet Inc.** for alleged anticompetitive monopolization of advertising technology markets[101](index=101&type=chunk) - In February 2024, a jury awarded a plaintiff **$25 million in damages** against the company in an Oklahoma lawsuit; the company has appealed the verdict and believes any damages would be covered by insurance policies[102](index=102&type=chunk) [Risk Factors](index=46&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 - No material changes to risk factors were reported since the last Annual Report on Form 10-K[243](index=243&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) In Q1 2024, the company made no open market equity repurchases, but withheld 275,000 shares from employees at an average price of $2.21 per share to satisfy tax obligations from restricted stock award vesting - The company did not repurchase any shares of Common Stock under its Stock Repurchase Program during the three months ended March 31, 2024[244](index=244&type=chunk)[245](index=245&type=chunk) - **275,000 shares** were withheld from employees to cover tax-withholding obligations upon the vesting of restricted stock awards[245](index=245&type=chunk) [Other Information](index=46&type=section&id=ITEM%205.%20OTHER%20INFORMATION) On April 29, 2024, the Board of Directors adopted a new indemnification agreement for its directors, replacing the previous version and providing for indemnification and expense advancement to the maximum extent permitted by law - On April 29, 2024, the Board of Directors adopted a **new form of indemnification agreement** for its directors[248](index=248&type=chunk)

"We drove free cash flow growth over the prior year period, along with improved sequential year-over-year trends in Adjusted EBITDA, which we believe positions us well for full year Adjusted EBITDA and free cash flow growth as outlined in our business outlook." First Quarter 2024 Digital Highlights: Additional First Quarter 2024 Highlights: See "Key Performance Indicators" ("KPIs") below for information about our use of KPIs. (1) Gannett Announces First Quarter 2024 Results and Reiterates Business Outlook N ...

MCLEAN, Va.--(BUSINESS WIRE)--LocaliQ, Gannett Co., Inc.’s (NYSE: GCI) Digital Marketing Solutions (DMS) business, successfully achieved Service Organization Controls (SOC) 2 Type II audit and certification, which validates LocaliQ’s robust controls, effective risk management and adherence to industry best practices. LocaliQ is an all-in-one marketing platform used by local businesses across the country to attract, convert and retain customers. The certification provides a greater level of trust for both cu ...

MCLEAN, Va.--(BUSINESS WIRE)--Gannett Co., Inc. (“Gannett”, “we”, “our”, or the “Company”) (NYSE: GCI) today announced that its Chief Financial Officer, Doug Horne, will participate at the following conference: Deutsche Bank 32nd Annual Media, Internet, & Telecom Conference Monday, March 11, 2024 One-on-one investor meetings throughout the day Palm Beach, Florida About Gannett Gannett Co., Inc. (NYSE: GCI) is a diversified media company with expansive reach at the national and local level dedicated to em ...

MCLEAN, Va.--(BUSINESS WIRE)--USA TODAY, part of Gannett Co., Inc. (NYSE: GCI), announced the 2024 Women of the Year honorees who are using their influence to empower women to lead the next generation. Throughout the year, USA TODAY seeks candidates from various industries and diverse walks of life who accomplish the unimaginable – personally and professionally. USA TODAY’s Women of the Year lead and fight for equity while providing hope and inspiration to others. This year’s list includes 55 local repre ...

Debt and Interest Expenses - As of December 31, 2023, the company had total variable and fixed-rate debt of $350.4 million and $780.2 million, respectively[455]. - A hypothetical interest rate increase of 100 basis points would have increased interest expense related to variable-rate debt by approximately $3.5 million for the year ended December 31, 2023[455]. - As of December 31, 2023, total debt amounted to $1,130.6 million, a decrease from $1,272.2 million in 2022, representing a reduction of approximately 11.1%[584]. - The Senior Secured Term Loan has an effective interest rate of 11.3% as of December 31, 2023, with interest expense recognized at $40.0 million for the year[590][589]. - The Company recognized interest expense of $19.5 million for the 2026 Senior Notes for the year ended December 31, 2023[598]. - The Company recognized interest expense of $29.1 million for both the years ended December 31, 2023 and 2022, with an effective interest rate of 10.5%[615]. Financial Performance - Total revenues for 2023 were $2,663,550, a decrease of 9.5% from $2,945,303 in 2022[495]. - Advertising and marketing services revenue decreased to $1,387,114 in 2023, down 7.3% from $1,496,137 in 2022[495]. - Circulation revenue fell to $927,821, a decline of 14.5% compared to $1,084,637 in 2022[495]. - Operating income for 2023 was $86,271, a significant recovery from an operating loss of $33,599 in 2022[495]. - Net loss attributable to Gannett was $27,791 in 2023, an improvement from a net loss of $78,002 in 2022[495]. - Gannett reported a net loss of $27,894,000 for the year ended December 31, 2023, a significant improvement from a net loss of $78,255,000 in 2022[496]. - Cash provided by operating activities increased to $94,574,000 in 2023, compared to $40,776,000 in 2022, reflecting a 132% increase[496]. Assets and Liabilities - Total assets decreased to $2,181,247 in 2023, down from $2,393,555 in 2022, reflecting a reduction of 8.8%[494]. - Total liabilities decreased to $1,863,934 in 2023, down from $2,098,182 in 2022, a reduction of 11.2%[494]. - Total equity increased to $317,313 in 2023, compared to $295,373 in 2022, reflecting a growth of 7.4%[494]. - The total property, plant, and equipment, net as of December 31, 2023, was $239,087,000, down from $305,994,000 in 2022[513]. - Accounts payable decreased from $189.1 million in 2022 to $142.2 million in 2023, a reduction of 24.7%[544]. - The Company reported total accounts payable and accrued liabilities of $293.4 million as of December 31, 2023, down from $351.8 million in 2022, reflecting a decrease of 16.6%[544]. Cash and Cash Equivalents - Cash and cash equivalents increased to $100,180 in 2023, up from $94,255 in 2022, a growth of 6.5%[494]. - The company reported an increase in cash, cash equivalents, and restricted cash to $110,612,000 at the end of 2023, up from $104,804,000 at the end of 2022[496]. - Total cash, cash equivalents, and restricted cash as of December 31, 2023, amounted to $110,612,000, an increase from $104,804,000 in 2022[507]. Revenue Streams - Digital advertising and marketing services generated $810.57 million in 2023, compared to $825.26 million in 2022, indicating a decrease of about 1.8%[557]. - Print advertising revenue decreased to $576.55 million in 2023 from $670.88 million in 2022, reflecting a decline of approximately 14.0%[557]. - Digital-only subscriptions increased to $155.62 million in 2023, up from $132.62 million in 2022, marking a growth of about 17.3%[557]. - The company recognized $1,130.85 million in revenue in 2023 from cash receipts, net of refunds, compared to $1,212.78 million in 2022, a decline of about 6.8%[560]. Audit and Compliance - The independent auditor expressed an unqualified opinion on the company's financial statements for the year ended December 31, 2023[472]. - The company maintained effective internal control over financial reporting as of December 31, 2023, based on the 2013 Internal Control—Integrated Framework[466]. - There were no critical audit matters identified during the audit of the financial statements[484]. - The company has been audited by Grant Thornton LLP since 2023, ensuring compliance with PCAOB standards[485]. Pension and Retirement Plans - The projected benefit obligation for pension benefits increased to $1.658 billion as of December 31, 2023, from $1.642 billion in 2022[622]. - The fair value of pension plan assets was $1.784 billion as of December 31, 2023, compared to $1.721 billion in 2022[622]. - The combined net pension and postretirement expense recognized was $8.0 million for the year ended December 31, 2023, down from $57.1 million in 2022[624]. - The Company contributed $1.4 million to pension plans and $4.5 million to postretirement plans in 2023, with future contributions estimated at $13.0 million for 2024[630][631]. - The Company’s pension plans have implemented special amortization provisions under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010[635]. Restructuring and Impairment - Severance-related expenses totaled $18.5 million in 2023, significantly lower than $57.6 million in 2022[581]. - Other restructuring-related costs for 2023 amounted to $5.9 million, compared to $30.4 million in 2022[582]. - The company performed its annual goodwill impairment assessment in Q4 2023, determining that the fair value of all reporting units exceeded their carrying values[574]. Tax Obligations - The provision for income taxes for 2023 was $21,729,000, compared to $1,349,000 in 2022, indicating a substantial increase in tax obligations[649]. - The total current provision for income taxes included $10,215,000 in 2023, contrasting with a negative provision of $(1,200,000) in 2022[649].

Gannett Announces 2023 Results and Business Outlook • As of December 31, 2023, the Company had cash and cash equivalents of $100.2 million See "Key Performance Indicators" ("KPIs") below for information about our use of KPIs. (1) 187 million average monthly unique visitors in the fourth quarter of 2023 with approximately 136 million average monthly unique visitors coming from our USA TODAY NETWORK (based on December 2023 Comscore Media Metrix®) and approximately 51 million average monthly unique visitors re ...

95.2% 94.9% 95.5% 95.6% 95.4% Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 ($ in millions) Rate Balance as of September 30, 2023 Non-GAAP Reconciliation We use Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net income (loss) attributable to Gannett, Free cash flow and Same store revenues as measures of our day-to-day operating performance, which is evidenced by the publishing and delivery of news and other media and excludes certain expenses that may not be indicativeof our day-to-daybusiness operatingresults. We have ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 10-Q _______________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number 001-36097 ___________________________ GANNETT CO., INC. (Exact name of registrant a ...

Financial Data and Key Metrics Changes - In Q2 2023, adjusted EBITDA reached $71.2 million, growing by 40% year-over-year [20][63] - Free cash flow for the quarter was $38 million, reflecting a significant increase of approximately 190% compared to Q2 of last year [20][45] - Total operating revenues were $672.4 million, a decrease of 10.2% year-over-year, but showed a 70 basis point sequential improvement from Q1 [61] - Adjusted EBITDA margin improved to 10.6% from 6.8% in the prior year quarter, representing an improvement of 380 basis points [63] Business Line Data and Key Metrics Changes - Digital revenues returned to growth in Q2, totaling $262.1 million, up 0.8% year-over-year on a same-store basis [64] - Digital-only subscription revenues increased by 17% year-over-year on a same-store basis, reaching $38 million [42][23] - Digital marketing solutions revenue was $122.8 million, an increase of 4.6% year-over-year on a same-store basis [66] Market Data and Key Metrics Changes - Digital advertising revenues saw an 11.4% year-over-year same-store decline, but improved by 440 basis points compared to Q1 [64] - Print advertising revenue decreased by 8.9% year-over-year on a same-store basis, marking the smallest decline observed in the past year [43] Company Strategy and Development Direction - The company is focusing on profitability, digital revenue growth, and strengthening its balance sheet [8][21] - Strategic initiatives include expanding digital-only subscriptions and enhancing content offerings to optimize audience engagement [9][10] - The company is exploring partnerships in sectors like home services and education to drive revenue growth [11] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about continued digital revenue growth and improving same-store revenue trends in the second half of the year [41][72] - The company anticipates significant free cash flow generation in Q3 and Q4, with full-year expectations between $90 million to $110 million [45][71] - Management highlighted the importance of content as a growth engine and emphasized ongoing investments in journalism [29][35] Other Important Information - The company ended Q2 with approximately $1.2 billion of total debt, with first lien net leverage decreasing to 2.26x [68] - Legal action was taken against Google, which management believes will not significantly impact operating expenses or cash flows [69][79] Q&A Session Summary Question: What are the key drivers of Gannett's recent performance? - Management highlighted strong performance in digital-only subscription revenues, record highs in digital marketing solutions revenue, and effective cost management as key drivers [82][83] Question: How does Gannett plan to sustain growth moving forward? - The company plans to focus on customer acquisition and retention, optimize pricing strategies, and continue enhancing content offerings to drive growth [65][85]