|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
38-3910250
|
||
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
||
|
|
|
|
|
7950 Jones Branch Drive,
|
McLean,
|
Virginia
|
|
22107-0910
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.01 per share
|
GCI
|
The New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
Item No.
|
|
Page
|
|
|
|
|
|
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1
|
||
|
|
|
1A
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||
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|
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1B
|
||
|
|
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2
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||
|
|
|
3
|
||
|
|
|
4
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||
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|
|
|
|
|
|
|
|
5
|
||
|
|
|
6
|
||
|
|
|
7
|
||
|
|
|
7A
|
||
|
|
|
8
|
||
|
|
|
9
|
||
|
|
|
9A
|
||
|
|
|
|
|
|
|
|
|
10
|
||
|
|
|
11
|
||
|
|
|
12
|
||
|
|
|
13
|
||
|
|
|
14
|
||
|
|
|
|
|
|
|
|
|
15
|
||
|
|
|
16
|
•
|
261 daily newspapers, including USA TODAY and our local property network in the U.S. and Guam, with total paid circulation of over 2.5 million and Sunday circulation of 3.3 million;
|
•
|
302 weekly newspapers (published up to three times per week) with total circulation of approximately 1.7 million;
|
•
|
383 locally-focused websites, which extend our businesses onto digital platforms;
|
•
|
USA TODAY Group, which includes USATODAY.com and its mobile applications, our sports network (owned and operated and affiliate), and Reviewed.com, an affiliate marketing business;
|
•
|
143 daily and weekly newspapers and 32 magazines in the U.K. and related digital platforms;
|
•
|
74 business publications through BridgeTower Media with circulation of over 323,000; and
|
•
|
Our community events platform, GateHouse Live.
|
•
|
At our U.S. local property network, the average daily print readership is approximately 10.3 million on Sundays and 7.6 million daily Monday through Saturday, while the digital audience reached 65.9 million(a) unique visitors in January 2020. At USA TODAY, print readership averages around 2.5 million daily Monday to Friday, while the digital audience reached approximately 98.3 million(a) unique visitors in January 2020. While our print audience tends to skew to an older demographic, our digital audience skews younger as evidenced by 53%(a) of the total U.S. digital millennial audience (ages 18 - 34) accessing our local property network and USA TODAY NETWORK content monthly.
|
•
|
In the U.K., our wholly-owned subsidiary Newsquest has a total average print readership of over 5.6 million every week. Newsquest’s digital audience in 2019 had an average of 26.2 million(b) monthly unique users.
|
•
|
Local advertising is associated with local merchants or locally owned businesses. Ads run in our print products, such as our daily or non-daily publications, and are either run-of-press (ROP) or preprinted inserts (typically stand-alone, multiple page fliers inserted into daily and Sunday print products).
|
•
|
National advertising is principally associated with advertisers who are promoting national products or brands. Examples are retailers, commercial banks, airlines, and telecommunications. It also includes national brands that advertise in our local markets. Similar to local, ads are either ROP or preprints.
|
•
|
Classified advertising includes the major categories of legal, obituaries, automotive, employment, and real estate or rentals. Advertising for classified segments is published in the classified sections or other sections within the publication and in certain magazines.
|
•
|
Digital media represents all display advertising either delivered on our products or off-platform on partner channels such as Facebook Instant Articles and Apple News.
|
•
|
Digital classified encompasses digital advertising revenues associated with our classified partnerships including auto (cars.com) and employment (PandoLogic, ZipRecruiter) as well as real estate, legal, and obituaries.
|
•
|
Digital marketing services represents the suite of ReachLocal, UpCurve, and WordStream products being offered in our local markets as well as e-mail marketing.
|
•
|
ReachLocal, which was founded in 2004 and acquired by Legacy Gannett in 2016, helps local businesses advertise online to find those customers;
|
•
|
UpCurve, which was launched at GateHouse Media in 2012, has two main businesses: ThriveHive, which provides guided marketing solutions for small and medium businesses, and UpCurve Cloud and W-Systems, which provide cloud-based products with expert guidance and support; and,
|
•
|
WordStream, which was acquired by Legacy Gannett in 2018, is a provider of cloud-based software-as-a-service (SaaS) solutions for local and regional businesses and agencies to optimize their digital advertising campaigns.
|
•
|
The growing shift within the publishing industry from traditional print media to digital may compromise our ability to generate sufficient advertising revenues;
|
•
|
Investments in growing our digital and marketing services and events business may not be successful, which could adversely affect our results of operations; and
|
•
|
Our advertising and circulation revenues may further decline if we are unable to compete effectively with other companies in the local media industry.
|
|
|
Daily Newspapers
|
|
Weekly Newspapers
|
|
Shoppers
|
|
Niche and Business Publications
|
Cost:
|
|
Paid
|
|
Paid and free
|
|
Paid and free
|
|
Paid and free
|
Distribution:
|
|
Distributed four to seven days per week
|
|
Distributed one to three days per week
|
|
Distributed weekly
|
|
Distributed on a weekly, bi-weekly, monthly, quarterly, or annual basis
|
Format:
|
|
Printed on newsprint, folded
|
|
Printed on newsprint, folded
|
|
Printed on newsprint, folded, or booklet
|
|
Printed on newsprint or glossy, folded, booklet, magazine, or book
|
Content:
|
|
Editorial (local news and coverage of community events, some national headlines) and ads (including classifieds)
|
|
Editorial (local news and coverage of community events, some national headlines for smaller markets which cannot support a daily newspaper) and ads (including classifieds)
|
|
Almost 100% ads, primarily classifieds, display, and inserts
|
|
Niche content and targeted ads (e.g., city guides, tourism guides, directories, calendars, and special interest publications focused on segments including real estate, cyber security, health care, legal, and small businesses)
|
Income:
|
|
Revenue from advertisers, subscribers, rack/box sales
|
|
Paid: Revenue from advertising, subscribers, rack/box sales
Free: Advertising revenue only, provide 100% market coverage
|
|
Paid: Revenue from advertising, rack/box sales
Free: Advertising revenue only, provide 100% market coverage
|
|
Paid: Revenue from advertising, rack/box sales
Free: Advertising revenue only
|
Internet Availability:
|
|
Maintain locally oriented websites, mobile sites, and mobile apps for most locations
|
|
Major publications maintain locally oriented websites and mobile sites for select locations
|
|
Major publications maintain locally oriented websites
|
|
Selectively available online
|
LOCAL PROPERTY NETWORK MEDIA ORGANIZATIONS
|
||||||
|
|
Publications
|
|
Production Facilities
|
||
State / Territory
|
|
Dailies
|
|
Weeklies
|
|
|
Alabama
|
|
3
|
|
4
|
|
2
|
Arizona
|
|
1
|
|
—
|
|
1
|
Arkansas
|
|
4
|
|
6
|
|
—
|
California
|
|
8
|
|
7
|
|
3
|
Colorado
|
|
3
|
|
2
|
|
1
|
Connecticut
|
|
1
|
|
—
|
|
—
|
Delaware
|
|
1
|
|
6
|
|
1
|
Florida
|
|
19
|
|
12
|
|
7
|
Georgia
|
|
3
|
|
—
|
|
1
|
Guam
|
|
1
|
|
—
|
|
1
|
Illinois
|
|
14
|
|
9
|
|
2
|
Indiana
|
|
10
|
|
3
|
|
4
|
Iowa
|
|
5
|
|
7
|
|
1
|
Kansas
|
|
10
|
|
8
|
|
1
|
Kentucky
|
|
2
|
|
—
|
|
2
|
Louisiana
|
|
7
|
|
6
|
|
1
|
Maine
|
|
—
|
|
2
|
|
—
|
Maryland
|
|
2
|
|
—
|
|
—
|
Massachusetts
|
|
10
|
|
75
|
|
1
|
Michigan
|
|
15
|
|
17
|
|
3
|
Minnesota
|
|
1
|
|
5
|
|
—
|
Mississippi
|
|
2
|
|
—
|
|
1
|
Missouri
|
|
10
|
|
6
|
|
3
|
Montana
|
|
1
|
|
—
|
|
1
|
Nebraska
|
|
—
|
|
2
|
|
—
|
Nevada
|
|
1
|
|
—
|
|
—
|
New Hampshire
|
|
2
|
|
3
|
|
1
|
New Jersey
|
|
10
|
|
6
|
|
2
|
New Mexico
|
|
6
|
|
—
|
|
1
|
New York
|
|
12
|
|
16
|
|
3
|
North Carolina
|
|
12
|
|
6
|
|
2
|
North Dakota
|
|
1
|
|
—
|
|
1
|
Ohio
|
|
21
|
|
54
|
|
—
|
Oklahoma
|
|
5
|
|
3
|
|
7
|
Oregon
|
|
2
|
|
1
|
|
1
|
Pennsylvania
|
|
13
|
|
2
|
|
1
|
Rhode Island
|
|
2
|
|
—
|
|
1
|
South Carolina
|
|
3
|
|
1
|
|
—
|
South Dakota
|
|
3
|
|
4
|
|
2
|
Tennessee
|
|
8
|
|
3
|
|
2
|
Texas
|
|
9
|
|
18
|
|
7
|
Utah
|
|
1
|
|
2
|
|
—
|
Vermont
|
|
1
|
|
—
|
|
1
|
Virginia
|
|
3
|
|
—
|
|
1
|
Washington
|
|
1
|
|
—
|
|
—
|
West Virginia
|
|
1
|
|
2
|
|
—
|
Wisconsin
|
|
11
|
|
4
|
|
2
|
Total
|
|
261
|
|
302
|
|
72
|
Title
|
|
Related Website(s)
|
|
Location
|
|
Daily(a)
|
|
Sunday(a)
|
USA TODAY
|
|
www.usatoday.com
|
|
McLean, Virginia
|
|
1,397,220
|
|
832,342
|
Detroit Free Press
|
|
www.freep.com
|
|
Detroit, Michigan
|
|
131,079
|
|
925,505
|
The Columbus Dispatch
|
|
www.dispatch.com
|
|
Columbus, Ohio
|
|
124,339
|
|
135,568
|
The Arizona Republic
|
|
www.azcentral.com
|
|
Phoenix, Arizona
|
|
110,548
|
|
339,716
|
Milwaukee Journal Sentinel
|
|
www.jsonline.com
|
|
Milwaukee, Wisconsin
|
|
94,171
|
|
147,405
|
The Oklahoman
|
|
www.oklahoman.com
|
|
Oklahoma City, Oklahoma
|
|
74,019
|
|
78,504
|
The Indianapolis Star
|
|
www.indystar.com
|
|
Indianapolis, Indiana
|
|
69,416
|
|
169,347
|
The Cincinnati Enquirer
|
|
www.cincinnati.com
|
|
Cincinnati, Ohio
|
|
61,404
|
|
118,790
|
The Courier-Journal
|
|
www.courier-journal.com
|
|
Louisville, Kentucky
|
|
58,271
|
|
137,782
|
The Austin American-Statesman
|
|
www.statesman.com
|
|
Austin, Texas
|
|
56,204
|
|
82,780
|
The Record
|
|
www.northjersey.com
|
|
Bergen, New Jersey
|
|
52,623
|
|
70,682
|
The Des Moines Register
|
|
www.desmoinesregister.com
|
|
Des Moines, Iowa
|
|
51,331
|
|
110,787
|
Democrat and Chronicle
|
|
www.democratandchronicle.com
|
|
Rochester, New York
|
|
49,761
|
|
88,209
|
The Akron Beacon Journal
|
|
www.beaconjournal.com
|
|
Akron, Ohio
|
|
48,732
|
|
65,601
|
The Providence Journal
|
|
www.providencejournal.com
|
|
Providence, Rhode Island
|
|
43,491
|
|
53,016
|
The Tennessean
|
|
www.tennessean.com
|
|
Nashville, Tennessee
|
|
42,968
|
|
120,138
|
(a)
|
Daily and Sunday combined average circulation is print, digital replica, digital non-replica, and affiliated publications according to the Alliance for Audited Media's September 2019 Quarterly Publisher's Statement.
|
DAILY PAID-FOR LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS / NEWSQUEST
|
||||||
Title
|
|
Related Website(s)
|
|
Location
|
|
Circulation
Monday - Saturday |
Basildon & Southend Echo
|
|
www.echo-news.co.uk
|
|
Basildon, Southend on Sea
|
|
13,902
|
Bolton News
|
|
www.theboltonnews.co.uk
|
|
Bolton
|
|
7,589
|
Bournemouth - The Daily Echo
|
|
www.bournemouthecho.co.uk
|
|
Bournemouth
|
|
10,352
|
Bradford Telegraph & Argus
|
|
www.thetelegraphandargus.co.uk
|
|
Bradford
|
|
10,363
|
Colchester Daily Gazette
|
|
www.gazette-news.co.uk
|
|
Colchester
|
|
7,222
|
Dorset Echo
|
|
www.dorsetecho.co.uk
|
|
Dorset
|
|
7,736
|
Glasgow - Evening Times
|
|
www.eveningtimes.co.uk
|
|
Glasgow
|
|
18,204
|
Greenock Telegraph(a)
|
|
www.greenocktelegraph.co.uk
|
|
Greenock
|
|
8,116
|
Lancashire Telegraph
|
|
www.lancashiretelegraph.co.uk
|
|
Blackburn, Burnley
|
|
6,645
|
Oxford Mail
|
|
www.oxfordmail.co.uk
|
|
Oxford
|
|
8,141
|
South Wales Argus - Newport
|
|
www.southwalesargus.co.uk
|
|
Newport
|
|
8,110
|
Southampton - Southern Daily Echo
|
|
www.dailyecho.co.uk
|
|
Southampton
|
|
12,238
|
Swindon Advertiser
|
|
www.swindonadvertiser.co.uk
|
|
Swindon
|
|
7,547
|
The Argus Brighton
|
|
www.theargus.co.uk
|
|
Brighton
|
|
10,018
|
The Herald, Scotland
|
|
www.heraldscotland.co.uk
|
|
Glasgow, Edinburgh
|
|
22,901
|
The National, Scotland(a)
|
|
www.thenational.scot
|
|
Glasgow, Edinburgh
|
|
9,101
|
The Northern Echo
|
|
www.thisisthenortheast.co.uk
|
|
Darlington
|
|
18,089
|
The Press - York
|
|
www.yorkpress.co.uk
|
|
York
|
|
10,743
|
Worcester News
|
|
www.worcesternews.co.uk
|
|
Worcester
|
|
5,551
|
The Leader
|
|
www.leaderlive.co.uk
|
|
Wrexham
|
|
5,698
|
The Mail
|
|
www.nwemail.co.uk
|
|
Cumbria
|
|
4,869
|
News & Star
|
|
www.newsandstar.co.uk
|
|
Carlisle
|
|
6,208
|
•
|
Challenges or uncertainties arising from unexpected legal, political, or systemic events;
|
•
|
Difficulties or delays in developing a network of clients in international markets;
|
•
|
Restrictions on the ability of U.S. companies to do business in foreign countries;
|
•
|
Different legal or regulatory requirements, including with respect to internet services, privacy and data protection, censorship, banking and money transmitting, and selling, which may limit or prevent the offering of our products in some jurisdictions or otherwise harm our business;
|
•
|
International intellectual property laws that may be insufficient to protect our intellectual property or permit us to successfully defend our intellectual property in international lawsuits;
|
•
|
Different employee/employer relationships and the existence of workers' councils and labor unions, which could make it more difficult to terminate underperforming salespeople;
|
•
|
Difficulties in staffing and managing foreign operations;
|
•
|
Difficulties in accounts receivable collection;
|
•
|
Currency fluctuations and price controls or other restrictions on foreign currency;
|
•
|
Potential adverse tax consequences including difficulties in repatriating earnings generated abroad; and
|
•
|
Lack of infrastructure to adequately conduct electronic commerce transactions.
|
•
|
Our business profile and market capitalization may not fit the investment objectives of any stockholder;
|
•
|
A shift in our investor base;
|
•
|
Our quarterly or annual earnings, or those of other comparable companies;
|
•
|
Actual or anticipated fluctuations in our operating results;
|
•
|
Changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
Announcements by us or our competitors of significant investments, acquisitions or dispositions;
|
•
|
The failure of securities analysts to cover our Common Stock;
|
•
|
Changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
The operating and stock price performance of other comparable companies;
|
•
|
Negative public perception of us, our competitors, or industry;
|
•
|
Overall market fluctuations; and
|
•
|
General economic conditions.
|
•
|
Amendment of provisions in our amended and restated certificate of incorporation and amended and restated bylaws regarding the election of directors, classes of directors, the term of office of directors, the filling of director vacancies and the resignation and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;
|
•
|
Amendment of provisions in our amended and restated certificate of incorporation regarding corporate opportunity only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;
|
•
|
Removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote in the election of directors;
|
•
|
Our Board to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval;
|
•
|
Provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders;
|
•
|
Advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings;
|
•
|
A prohibition, in our amended and restated certificate of incorporation, stating that no holder of shares of our Common Stock will have cumulative voting rights in the election of directors, which means that the holders of majority of the issued and outstanding shares of our Common Stock can elect all the directors standing for election; and
|
•
|
Action by our stockholders outside a meeting, in our amended and restated certificate of incorporation and our amended and restated bylaws, only by unanimous written consent.
|
Period
|
|
Total Number of Shares Purchased
|
|
Weighted-Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs
|
Approximate Number of Shares that May Yet Be
Purchased Under the Plan or Programs
|
||||||
September 30, 2019 through October 27, 2019
|
|
464
|
|
(1)
|
$
|
9.10
|
|
|
—
|
|
|
11,359,334
|
|
October 28, 2019 through November 24, 2019
|
|
43,478
|
|
(1)
|
$
|
6.70
|
|
|
—
|
|
|
14,764,152
|
|
November 25, 2019 through December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
15,014,152
|
|
Total
|
|
43,942
|
|
|
|
|
—
|
|
|
|
(1)
|
Pursuant to the "withhold to cover" method for collecting and paying withholding taxes for our employees upon the vesting of restricted securities, we withheld from certain employees the shares noted in the table above to cover such statutory minimum tax withholdings. These transactions took place outside of a publicly-announced repurchase plan. The weighted-average price per share listed in the above table is the weighted-average of the fair market prices at which we calculated the number of shares withheld to cover tax withholdings for the employees.
|
|
Year Ended
|
||||||||||||||||||
in thousands, except share data
|
December 31, 2019 (1)
|
|
December 30, 2018
|
|
December 31, 2017 (3)
|
|
December 25, 2016
|
|
December 27, 2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and marketing services
|
$
|
952,644
|
|
|
$
|
786,577
|
|
|
$
|
726,004
|
|
|
$
|
684,900
|
|
|
$
|
696,696
|
|
Circulation
|
704,842
|
|
|
574,963
|
|
|
474,324
|
|
|
421,497
|
|
|
378,263
|
|
|||||
Commercial printing and other
|
210,423
|
|
|
164,484
|
|
|
141,676
|
|
|
148,959
|
|
|
120,856
|
|
|||||
Total operating revenues
|
1,867,909
|
|
|
1,526,024
|
|
|
1,342,004
|
|
|
1,255,356
|
|
|
1,195,815
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs
|
1,079,593
|
|
|
865,234
|
|
|
742,822
|
|
|
699,312
|
|
|
656,555
|
|
|||||
Selling, general and administrative
|
606,917
|
|
|
502,631
|
|
|
447,133
|
|
|
413,915
|
|
|
403,510
|
|
|||||
Depreciation and amortization
|
111,882
|
|
|
84,791
|
|
|
74,394
|
|
|
67,774
|
|
|
67,752
|
|
|||||
Integration and reorganization costs
|
47,401
|
|
|
15,011
|
|
|
8,903
|
|
|
8,352
|
|
|
8,052
|
|
|||||
Acquisition costs
|
60,618
|
|
|
2,651
|
|
|
1,975
|
|
|
1,861
|
|
|
2,772
|
|
|||||
Impairment of long-lived assets
|
3,009
|
|
|
1,538
|
|
|
7,142
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill and mastheads impairment
|
100,743
|
|
|
—
|
|
|
27,448
|
|
|
—
|
|
|
4,800
|
|
|||||
Net (gain) loss on sale or disposal of assets
|
4,723
|
|
|
(3,971
|
)
|
|
(1,649
|
)
|
|
3,564
|
|
|
(51,051
|
)
|
|||||
Total operating expenses
|
2,014,886
|
|
|
1,467,885
|
|
|
1,308,168
|
|
|
1,194,778
|
|
|
1,092,390
|
|
|||||
Operating income (loss)
|
(146,977
|
)
|
|
58,139
|
|
|
33,836
|
|
|
60,578
|
|
|
103,425
|
|
|||||
Interest expense, amortization of deferred financing costs, loss on early extinguishment of debt, loss on derivative instruments, and other
|
60,207
|
|
|
38,120
|
|
|
34,270
|
|
|
31,256
|
|
|
32,407
|
|
|||||
Income (loss) before income taxes
|
(207,184
|
)
|
|
20,019
|
|
|
(434
|
)
|
|
29,322
|
|
|
71,018
|
|
|||||
Provision (benefit) for income taxes
|
(85,994
|
)
|
|
1,912
|
|
|
481
|
|
|
(2,319
|
)
|
|
3,404
|
|
|||||
Net income (loss)
|
(121,190
|
)
|
|
18,107
|
|
|
(915
|
)
|
|
31,641
|
|
|
67,614
|
|
|||||
Net loss attributable to redeemable noncontrolling interest
|
(1,348
|
)
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to Gannett
|
$
|
(119,842
|
)
|
|
$
|
18,196
|
|
|
$
|
(915
|
)
|
|
$
|
31,641
|
|
|
$
|
67,614
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share attributable to Gannett - basic
|
$
|
(1.77
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.70
|
|
|
$
|
1.54
|
|
Earnings (loss) per share attributable to Gannett - diluted
|
$
|
(1.77
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.70
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
1.52
|
|
|
$
|
1.49
|
|
|
$
|
1.42
|
|
|
$
|
1.34
|
|
|
$
|
1.29
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (2)
|
$
|
223,871
|
|
|
$
|
180,293
|
|
|
$
|
165,291
|
|
|
$
|
157,683
|
|
|
$
|
164,833
|
|
Cash interest paid
|
$
|
40,208
|
|
|
$
|
31,178
|
|
|
$
|
33,626
|
|
|
$
|
26,908
|
|
|
$
|
21,726
|
|
|
Year Ended
|
||||||||||||||||||
in thousands
|
December 31, 2019 (1)
|
|
December 30, 2018
|
|
December 31, 2017 (3)
|
|
December 25, 2016
|
|
December 27, 2015
|
||||||||||
Net income (loss) attributable to Gannett (GAAP basis)
|
$
|
(119,842
|
)
|
|
$
|
18,196
|
|
|
$
|
(915
|
)
|
|
$
|
31,641
|
|
|
$
|
67,614
|
|
Income tax expense (benefit)
|
(85,994
|
)
|
|
1,912
|
|
|
481
|
|
|
(2,319
|
)
|
|
3,404
|
|
|||||
Interest expense
|
63,660
|
|
|
36,072
|
|
|
30,476
|
|
|
29,635
|
|
|
32,057
|
|
|||||
Loss on early extinguishment of debt
|
6,058
|
|
|
2,886
|
|
|
4,767
|
|
|
—
|
|
|
—
|
|
|||||
Other non-operating items, net
|
(9,511
|
)
|
|
(1,554
|
)
|
|
(776
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
111,882
|
|
|
84,791
|
|
|
74,394
|
|
|
67,774
|
|
|
67,752
|
|
|||||
Integration and reorganization costs
|
47,401
|
|
|
15,011
|
|
|
8,903
|
|
|
8,352
|
|
|
8,052
|
|
|||||
Acquisition costs
|
60,618
|
|
|
2,651
|
|
|
1,975
|
|
|
1,861
|
|
|
2,772
|
|
|||||
Impairment of long-lived assets
|
3,009
|
|
|
1,538
|
|
|
7,142
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill and mastheads impairment
|
100,743
|
|
|
—
|
|
|
27,448
|
|
|
—
|
|
|
4,800
|
|
|||||
Net (gain) loss on sale or disposal of assets
|
4,723
|
|
|
(3,971
|
)
|
|
(1,649
|
)
|
|
3,564
|
|
|
(51,051
|
)
|
|||||
Non-cash compensation
|
11,324
|
|
|
3,156
|
|
|
3,135
|
|
|
2,442
|
|
|
1,319
|
|
|||||
Other items
|
29,800
|
|
|
19,605
|
|
|
9,910
|
|
|
14,733
|
|
|
28,114
|
|
|||||
Adjusted EBITDA (non-GAAP basis)
|
$
|
223,871
|
|
|
$
|
180,293
|
|
|
$
|
165,291
|
|
|
$
|
157,683
|
|
|
$
|
164,833
|
|
|
As of
|
||||||||||||||||||
in thousands
|
December 31, 2019 (1)
|
|
December 30, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
|
December 27, 2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
4,020,102
|
|
|
$
|
1,443,864
|
|
|
$
|
1,283,546
|
|
|
$
|
1,336,030
|
|
|
$
|
1,197,120
|
|
Total long-term obligations, including current maturities
|
1,642,935
|
|
|
457,391
|
|
|
375,245
|
|
|
366,463
|
|
|
363,645
|
|
|||||
Redeemable noncontrolling interest
|
1,850
|
|
|
1,547
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
981,356
|
|
|
717,223
|
|
|
674,393
|
|
|
754,973
|
|
|
647,073
|
|
(1)
|
Results for the year ended December 31, 2019 include six weeks of operating results attributable to Legacy Gannett. In 2018 and prior, our fiscal years ended on the last Sunday of the calendar year. Furthermore, starting in 2020, our fiscal year will coincide with the Gregorian calendar.
|
(2)
|
We define Adjusted EBITDA as net income (loss) from continuing operations attributable to Gannett before (1) income tax expense (benefit), (2) interest expense, (3) gains or losses on early extinguishment of debt, (4) non-operating items, primarily pension costs, (5) depreciation and amortization, (6) integration and reorganization costs, (7) impairment of long-lived assets, (8) goodwill and intangible impairments, (9) net loss (gain) on sale or disposal of assets, (10) non-cash compensation, (11) acquisition costs, and (12) certain other non-recurring charges. Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative to income from operations, net income (loss), cash flow from continuing operating activities, or any other measure of performance or liquidity derived in accordance with GAAP. We believe this non-GAAP measure, as we have defined it, is helpful in evaluating performance and identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. This measure provides an assessment of controllable expenses that afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.
|
(3)
|
The year ended December 31, 2017 includes a 53rd week of operations.
|
•
|
General economic and market conditions;
|
•
|
Economic conditions in the various regions of the United States;
|
•
|
The growing shift within the publishing industry from traditional print media to digital forms of publication;
|
•
|
Risks and uncertainties associated with our Marketing Solutions segment, including its significant reliance on Google for media purchases, its international operations, and its ability to develop and gain market acceptance for new products or services;
|
•
|
Declining print advertising revenue and circulation subscribers;
|
•
|
Our ability to grow our digital marketing services initiatives, digital audience, and advertiser base;
|
•
|
Our ability to grow our business organically;
|
•
|
Variability in the exchange rate relative to the U.S. dollar of currencies in foreign jurisdictions in which we operate;
|
•
|
The risk that we may not realize the anticipated benefits of our acquisitions;
|
•
|
The availability and cost of capital for future investments;
|
•
|
Our indebtedness may restrict our operations and/or require us to dedicate a portion of cash flow from operations to payments associated with our debt;
|
•
|
Our ability to pay dividends consistent with prior practice or at all;
|
•
|
Our ability to reduce costs and expenses;
|
•
|
The impact of any material transactions with the Manager (as defined below) or one of its affiliates, including the impact of any actual, potential, or perceived conflicts of interest;
|
•
|
The competitive environment in which we operate; and
|
•
|
Our ability to recruit and retain key personnel.
|
•
|
In November 2019, we acquired substantially all of the assets, properties, and business of Legacy Gannett for an aggregate purchase price of $1.3 billion, net of cash acquired. The acquisition was funded by a new term loan facility with an aggregate principal balance of $1.8 billion and available cash on hand. For fiscal year 2019, Legacy Gannett contributed approximately $299.2 million in revenue and $308.0 million in expenses to our consolidated results.
|
•
|
During 2019 prior to the acquisition of Legacy Gannett, we acquired substantially all the assets, properties, and business of certain publications and businesses, including 11 daily newspapers, 11 weekly publications, 9 shoppers, a remnant advertising agency, 5 events production businesses, and a business community and networking platform for an aggregate purchase price of $46.6 million, including estimated working capital. As part of one of the 2019 acquisitions, the Company also acquired a 58% equity interest in the acquiree, and the minority equity owners retained a 42% interest, which has been classified as a redeemable non-controlling interest on the Consolidated statements of operations and comprehensive income (loss). These acquisitions were financed from available cash on hand.
|
•
|
During 2018, we acquired substantially all the assets, properties, and business of certain publications and businesses, which included seven business publications, eight daily newspapers, 16 weekly newspapers, one shopper, a print facility, an events production business, and cloud services, digital platforms, and the related domains for an aggregate purchase price of $205.8 million, including working capital.
|
•
|
During 2017, we acquired substantially all the assets, properties, and business of certain publications and businesses, which included four business publications, 22 daily newspapers, 34 weekly publications, 24 shoppers, two customer relationship management solutions providers, a social media app, and an event production business for an aggregate purchase price of $165.1 million, including working capital.
|
•
|
On May 11, 2018, we completed its sale of certain publications and related assets in Alaska for approximately $2.4 million, including working capital. As a result, a nominal pre-tax gain, net of selling expenses, is included in Net (gain) loss on sale or disposal of assets on the Consolidated statements of operations and comprehensive income (loss) during the year ended December 30, 2018.
|
•
|
On February 27, 2018, we sold a parcel of land and a building located in Framingham, Massachusetts for a sale price of $9.3 million and recognized a pre-tax gain of approximately $3.3 million, net of selling expenses, which is included in Net (gain) loss on sale or disposal of assets on the Consolidated statements of operations and comprehensive income (loss) during the year ended December 30, 2018.
|
•
|
On June 2, 2017, we completed the sale of the Mail Tribune, located in Medford, Oregon, for approximately $14.7 million, including working capital. As a result, a pre-tax gain of approximately $5.4 million, net of selling expenses, is included in Net (gain) loss on sale or disposal of assets on the Consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2017.
|
•
|
In 2019, the Company incurred integration and reorganization costs of $47.4 million. Of the total charges incurred, $40.6 million were related to severance activities while $6.8 million were related to other costs, including those for the purpose of consolidating operations.
|
•
|
In 2018, the Company incurred integration and reorganization costs of $15.0 million. Of the total charges incurred, $11.9 million were related to severance activities while $3.1 million were related to other costs, including those for the purpose of consolidating operations.
|
•
|
In 2017, the Company incurred integration and reorganization costs of $8.9 million. Of the total charges incurred, $7.7 million were related to severance activities while $1.2 million were related to other costs, including those for the purpose of consolidating operations.
|
•
|
In 2019, the Company ceased operations of 3 print publications and 12 printing facilities as part of the ongoing cost reduction programs. As a result, the Company recognized impairment charges relating to retired equipment of $3.0 million as well as accelerated depreciation of $7.9 million during the year ended December 31, 2019.
|
•
|
In 2018, the Company ceased operations of seven print publications and six printing operations as part of the ongoing cost reduction programs. As a result, the Company recognized impairment charges relating to retired equipment of $0.5 million and intangibles of $0.6 million as well as accelerated depreciation of $3.6 million during the year ended December 30, 2018.
|
•
|
In 2017, the Company ceased printing operations at 15 facilities as part of the ongoing cost reduction programs. As a result, the Company recognized an impairment charge related to retired equipment of $7.1 million and accelerated depreciation of $2.4 million during the year ended December 31, 2017.
|
•
|
In 2019, the Company incurred $100.7 million in goodwill and masthead impairments. These impairments were the result of softening business conditions leading to declines in revenue projections that negatively impacted the fair value of our reporting units and mastheads.
|
•
|
In 2017, the Company incurred $27.4 million in goodwill and masthead impairments. These impairments were primarily attributable to continuing economic pressures in the newspaper industry and a decline in the Company's stock price.
|
In thousands, except per share amounts
|
|
|
|
|
|
|
|
|
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|||||||
Publishing
|
$
|
1,792,652
|
|
|
$
|
1,495,124
|
|
|
20
|
%
|
|
1,315,010
|
|
|
14
|
%
|
Marketing Solutions
|
149,242
|
|
|
95,871
|
|
|
56
|
%
|
|
71,274
|
|
|
35
|
%
|
||
Corporate and other
|
4,554
|
|
|
3,118
|
|
|
46
|
%
|
|
2,941
|
|
|
6
|
%
|
||
Intersegment eliminations
|
(78,539
|
)
|
|
(68,089
|
)
|
|
15
|
%
|
|
(47,221
|
)
|
|
44
|
%
|
||
Total operating revenues
|
1,867,909
|
|
|
1,526,024
|
|
|
22
|
%
|
|
1,342,004
|
|
|
14
|
%
|
||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Publishing
|
1,772,323
|
|
|
1,373,968
|
|
|
29
|
%
|
|
1,210,699
|
|
|
13
|
%
|
||
Marketing Solutions
|
164,023
|
|
|
109,917
|
|
|
49
|
%
|
|
92,907
|
|
|
18
|
%
|
||
Corporate and other
|
157,079
|
|
|
52,089
|
|
|
***
|
|
|
51,783
|
|
|
1
|
%
|
||
Intersegment eliminations
|
(78,539
|
)
|
|
(68,089
|
)
|
|
15
|
%
|
|
(47,221
|
)
|
|
44
|
%
|
||
Total operating expenses
|
2,014,886
|
|
|
1,467,885
|
|
|
37
|
%
|
|
1,308,168
|
|
|
12
|
%
|
||
Operating income (loss)
|
(146,977
|
)
|
|
58,139
|
|
|
***
|
|
|
33,836
|
|
|
72
|
%
|
||
Non-operating income (expense)
|
60,207
|
|
|
38,120
|
|
|
58
|
%
|
|
34,270
|
|
|
11
|
%
|
||
Income (loss) before income taxes
|
(207,184
|
)
|
|
20,019
|
|
|
***
|
|
|
(434
|
)
|
|
***
|
|
||
Provision (benefit) for income taxes
|
(85,994
|
)
|
|
1,912
|
|
|
***
|
|
|
481
|
|
|
***
|
|
||
Net income (loss)
|
$
|
(121,190
|
)
|
|
$
|
18,107
|
|
|
***
|
|
|
(915
|
)
|
|
***
|
|
Diluted earnings (loss) per share
|
$
|
(1.77
|
)
|
|
$
|
0.31
|
|
|
***
|
|
|
(0.02
|
)
|
|
***
|
|
•
|
Operating costs such as labor, newsprint, and delivery costs in our Publishing segment or the cost of online media acquired from third parties and costs to manage and operate our marketing solutions and technology infrastructure in our Marketing Solutions segment;
|
•
|
Selling, general, and administrative expenses such as labor, payroll, outside services, and benefits costs;
|
•
|
Depreciation and amortization;
|
•
|
Integration and reorganization costs such as severance charges, facility consolidation charges, and acquisition or integration-related costs;
|
•
|
Costs incurred pursuant to acquisitions or mergers;
|
•
|
Impairment charges such as those for long-lived assets, goodwill, or other intangible assets; and
|
•
|
Net gains or losses on the sale or disposal of assets such as property, plant, and equipment.
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
2019
|
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising and marketing services
|
$
|
897,585
|
|
|
$
|
773,034
|
|
|
16
|
%
|
|
$
|
714,128
|
|
|
8
|
%
|
Circulation
|
704,811
|
|
|
574,961
|
|
|
23
|
%
|
|
474,320
|
|
|
21
|
%
|
|||
Commercial printing and other
|
190,256
|
|
|
147,129
|
|
|
29
|
%
|
|
126,562
|
|
|
16
|
%
|
|||
Total operating revenues
|
1,792,652
|
|
|
1,495,124
|
|
|
20
|
%
|
|
1,315,010
|
|
|
14
|
%
|
|||
Operating expenses:
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
Operating costs
|
1,045,807
|
|
|
859,780
|
|
|
22
|
%
|
|
736,092
|
|
|
17
|
%
|
|||
Selling, general and administrative expenses
|
495,511
|
|
|
423,198
|
|
|
17
|
%
|
|
368,022
|
|
|
15
|
%
|
|||
Depreciation and amortization
|
101,881
|
|
|
78,075
|
|
|
30
|
%
|
|
69,562
|
|
|
12
|
%
|
|||
Integration and reorganization costs
|
21,336
|
|
|
14,487
|
|
|
47
|
%
|
|
7,946
|
|
|
82
|
%
|
|||
Impairment of long-lived assets
|
3,009
|
|
|
1,538
|
|
|
96
|
%
|
|
7,042
|
|
|
(78
|
%)
|
|||
Goodwill and mastheads impairment
|
100,743
|
|
|
—
|
|
|
***
|
|
|
23,799
|
|
|
(100
|
%)
|
|||
Net (gain) loss on sale or disposal of assets
|
4,036
|
|
|
(3,109
|
)
|
|
***
|
|
|
(1,764
|
)
|
|
76
|
%
|
|||
Total operating expenses
|
1,772,323
|
|
|
1,373,969
|
|
|
29
|
%
|
|
1,210,699
|
|
|
13
|
%
|
|||
Operating income
|
$
|
20,329
|
|
|
$
|
121,155
|
|
|
(83
|
%)
|
|
$
|
104,311
|
|
|
16
|
%
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
||||||||
Net income (GAAP basis)
|
$
|
22,523
|
|
|
$
|
122,392
|
|
|
(82
|
%)
|
|
$
|
104,883
|
|
|
17
|
%
|
Interest expense
|
123
|
|
|
400
|
|
|
(69
|
%)
|
|
656
|
|
|
(39
|
%)
|
|||
Other non-operating items, net
|
(969
|
)
|
|
(1,554
|
)
|
|
(38
|
%)
|
|
(776
|
)
|
|
***
|
|
|||
Depreciation and amortization
|
101,881
|
|
|
78,075
|
|
|
30
|
%
|
|
69,562
|
|
|
12
|
%
|
|||
Integration and reorganization costs
|
21,336
|
|
|
14,487
|
|
|
47
|
%
|
|
7,946
|
|
|
82
|
%
|
|||
Impairment of long-lived assets
|
3,009
|
|
|
1,538
|
|
|
96
|
%
|
|
7,042
|
|
|
(78
|
%)
|
|||
Goodwill and mastheads impairments
|
100,743
|
|
|
—
|
|
|
***
|
|
|
23,799
|
|
|
(100
|
%)
|
|||
Net (gain) loss on sale or disposal of assets
|
4,036
|
|
|
(3,109
|
)
|
|
***
|
|
|
(1,764
|
)
|
|
76
|
%
|
|||
Other items
|
16,234
|
|
|
8,186
|
|
|
98
|
%
|
|
5,135
|
|
|
59
|
%
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
268,916
|
|
|
$
|
220,415
|
|
|
22
|
%
|
|
$
|
216,483
|
|
|
2
|
%
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising and marketing services
|
$
|
131,003
|
|
|
$
|
80,086
|
|
|
64
|
%
|
|
$
|
58,102
|
|
|
38
|
%
|
Other
|
18,239
|
|
|
15,785
|
|
|
16
|
%
|
|
13,172
|
|
|
20
|
%
|
|||
Total operating revenues
|
149,242
|
|
|
95,871
|
|
|
56
|
%
|
|
71,274
|
|
|
35
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs
|
99,272
|
|
|
63,311
|
|
|
57
|
%
|
|
46,839
|
|
|
35
|
%
|
|||
Selling, general and administrative expenses
|
56,323
|
|
|
41,484
|
|
|
36
|
%
|
|
38,114
|
|
|
9
|
%
|
|||
Depreciation and amortization
|
6,534
|
|
|
5,003
|
|
|
31
|
%
|
|
3,852
|
|
|
30
|
%
|
|||
Integration and reorganization costs
|
1,937
|
|
|
—
|
|
|
***
|
|
|
445
|
|
|
(100
|
%)
|
|||
Acquisition costs
|
(38
|
)
|
|
85
|
|
|
***
|
|
|
8
|
|
|
***
|
|
|||
Goodwill and mastheads impairment
|
—
|
|
|
—
|
|
|
—
|
%
|
|
3,649
|
|
|
(100
|
%)
|
|||
Net (gain) loss on sale or disposal of assets
|
(5
|
)
|
|
34
|
|
|
***
|
|
|
—
|
|
|
—
|
%
|
|||
Total operating expenses
|
164,023
|
|
|
109,917
|
|
|
49
|
%
|
|
92,907
|
|
|
18
|
%
|
|||
Operating loss
|
$
|
(14,781
|
)
|
|
$
|
(14,046
|
)
|
|
5
|
%
|
|
$
|
(21,633
|
)
|
|
(35
|
%)
|
In thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
||||||||
Net loss (GAAP basis)
|
$
|
(14,006
|
)
|
|
$
|
(14,047
|
)
|
|
—
|
%
|
|
$
|
(21,625
|
)
|
|
(35
|
%)
|
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(8
|
)
|
|
(100
|
%)
|
|||
Other non-operating items, net
|
(775
|
)
|
|
—
|
|
|
***
|
|
|
—
|
|
|
—
|
%
|
|||
Depreciation and amortization
|
6,534
|
|
|
5,003
|
|
|
31
|
%
|
|
3,852
|
|
|
30
|
%
|
|||
Integration and reorganization costs
|
1,937
|
|
|
—
|
|
|
***
|
|
|
445
|
|
|
(100
|
%)
|
|||
Acquisition costs
|
(38
|
)
|
|
85
|
|
|
***
|
|
|
8
|
|
|
***
|
|
|||
Goodwill and mastheads impairments
|
—
|
|
|
—
|
|
|
—
|
%
|
|
3,649
|
|
|
(100
|
%)
|
|||
Net (gain) loss on sale or disposal of assets
|
(5
|
)
|
|
34
|
|
|
***
|
|
|
—
|
|
|
***
|
|
|||
Other items
|
3,074
|
|
|
2,521
|
|
|
22
|
%
|
|
2,215
|
|
|
14
|
%
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
(3,279
|
)
|
|
$
|
(6,404
|
)
|
|
(49
|
%)
|
|
$
|
(11,464
|
)
|
|
(44
|
%)
|
In thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Pre-tax net income (loss)
|
$
|
(207,184
|
)
|
|
$
|
20,019
|
|
|
$
|
(434
|
)
|
Income tax expense (benefit)
|
(85,994
|
)
|
|
1,912
|
|
|
481
|
|
|||
Effective tax rate
|
41.5
|
%
|
|
9.6
|
%
|
|
***
|
|
|
|
|
|
|
|
||||||
In thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by operating activities
|
$
|
25,535
|
|
|
$
|
109,559
|
|
|
$
|
110,506
|
|
Net cash used for investing activities
|
(785,060
|
)
|
|
(201,476
|
)
|
|
(160,273
|
)
|
|||
Net cash provided by (used for) financing activities
|
898,913
|
|
|
98,525
|
|
|
(79,723
|
)
|
|||
Effect of currency exchange rate change
|
(3,494
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase (decrease) in cash
|
$
|
135,894
|
|
|
$
|
6,608
|
|
|
$
|
(129,490
|
)
|
in thousands
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
Debt obligations (a)
|
$
|
2,761,045
|
|
|
$
|
204,925
|
|
|
$
|
409,850
|
|
|
$
|
2,146,270
|
|
|
$
|
—
|
|
Operating lease obligations (b)
|
563,459
|
|
|
76,339
|
|
|
145,799
|
|
|
107,706
|
|
|
233,615
|
|
|||||
Management fee
|
39,674
|
|
|
19,837
|
|
|
19,837
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations (c)
|
496,270
|
|
|
193,690
|
|
|
162,652
|
|
|
96,794
|
|
|
43,134
|
|
|||||
Other noncurrent liabilities (d)
|
29,066
|
|
|
19,080
|
|
|
6,061
|
|
|
2,592
|
|
|
1,333
|
|
|||||
Retirement plan contributions (e)
|
$
|
93,729
|
|
|
54,439
|
|
|
39,290
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
3,983,243
|
|
|
$
|
568,310
|
|
|
$
|
783,489
|
|
|
$
|
2,353,362
|
|
|
$
|
278,082
|
|
(a)
|
See Note 7 — Indebtedness to the consolidated financial statements.
|
(b)
|
See Note 3 — Leases to the consolidated financial statements.
|
(c)
|
Includes purchase obligations related to wire services, interactive marketing agreements, professional services, paper distribution agreements, printing contracts, and other legally binding commitments. Amounts for which we are liable under purchase orders outstanding at December 31, 2019 are reflected in the Consolidated balance sheets as accounts payable and accrued liabilities and are excluded from the table above.
|
(d)
|
Consists largely of unfunded or underfunded postretirement benefit plans excluding the Gannett Retirement Plan (GRP), the Newsquest Pension Scheme, the George W. Prescott Plan, and the Times Publishing Company Plan. Included in this total are several plans assumed pursuant to the acquisition of Legacy Gannett, including the Gannett 2015 Supplemental Retirement Plan, the Gannett Retiree Welfare Plan, the Newspaper Guild of Detroit Plan, and a SERP plan which was assumed pursuant to Legacy Gannett's acquisition of JMG. Contributions beyond the next fiscal year are excluded due to uncertainties regarding significant assumptions involved in estimating these contributions such as interest rate levels as well as the amount and timing of invested asset returns.
|
(e)
|
Consists of amounts we are contractually obligated to contribute to the GRP, the Newsquest Pension Scheme, the George W. Prescott Plan, and the Times Publishing Company Plan. This total does not include additional contributions which may be required to meet IRS minimum funding standards as these contributions are subject to uncertainties regarding significant assumptions involved in their estimation such as interest rate levels as well as the amount and timing of invested asset returns.
|
•
|
Income tax expense (benefit);
|
•
|
Interest expense;
|
•
|
Gains or losses on early extinguishment of debt;
|
•
|
Non-operating items, primarily pension costs;
|
•
|
Depreciation and amortization;
|
•
|
Integration and reorganization costs;
|
•
|
Impairment of long-lived assets;
|
•
|
Goodwill and intangible impairments;
|
•
|
Net loss (gain) on sale or disposal of assets;
|
•
|
Non-cash compensation;
|
•
|
Acquisition costs; and
|
•
|
Certain other non-recurring charges.
|
|
Year Ended
|
|
|
|
|
|
|
||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Gannett (GAAP basis)
|
$
|
(119,842
|
)
|
|
$
|
18,196
|
|
|
***
|
|
|
$
|
(915
|
)
|
|
***
|
|
Income tax expense (benefit)
|
(85,994
|
)
|
|
1,912
|
|
|
***
|
|
|
481
|
|
|
***
|
|
|||
Interest expense
|
63,660
|
|
|
36,072
|
|
|
76
|
%
|
|
30,476
|
|
|
18
|
%
|
|||
Loss on early extinguishment of debt
|
6,058
|
|
|
2,886
|
|
|
***
|
|
|
4,767
|
|
|
(39
|
)%
|
|||
Other non-operating items, net
|
(9,511
|
)
|
|
(1,554
|
)
|
|
***
|
|
|
(776
|
)
|
|
***
|
|
|||
Depreciation and amortization
|
111,882
|
|
|
84,791
|
|
|
32
|
%
|
|
74,394
|
|
|
14
|
%
|
|||
Integration and reorganization costs
|
47,401
|
|
|
15,011
|
|
|
***
|
|
|
8,903
|
|
|
69
|
%
|
|||
Acquisition costs
|
60,618
|
|
|
2,651
|
|
|
***
|
|
|
1,975
|
|
|
34
|
%
|
|||
Impairment of long-lived assets
|
3,009
|
|
|
1,538
|
|
|
96
|
%
|
|
7,142
|
|
|
(78
|
)%
|
|||
Goodwill and mastheads impairment
|
100,743
|
|
|
—
|
|
|
***
|
|
|
27,448
|
|
|
(100
|
)%
|
|||
Net (gain) loss on sale or disposal of assets
|
4,723
|
|
|
(3,971
|
)
|
|
***
|
|
|
(1,649
|
)
|
|
***
|
|
|||
Non-cash compensation
|
11,324
|
|
|
3,156
|
|
|
***
|
|
|
3,135
|
|
|
1
|
%
|
|||
Other items
|
29,800
|
|
|
19,605
|
|
|
52
|
%
|
|
9,910
|
|
|
98
|
%
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
223,871
|
|
|
$
|
180,293
|
|
|
24
|
%
|
|
$
|
165,291
|
|
|
9
|
%
|
|
Page
|
|
|
FINANCIAL STATEMENTS
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations and Comprehensive Income (Loss)
|
|
Consolidated Statements of Cash Flows
|
|
Consolidated Statements of Equity
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Goodwill and Intangible Assets with Indefinite Lives Impairment Assessment
|
Description of the Matter
|
At December 31, 2019, the Company’s goodwill and intangible assets with indefinite lives, which consist of newspaper mastheads, were $914.3 million and $178.6 million, respectively. As discussed in Note 1 of the consolidated financial statements, goodwill and intangible assets with indefinite lives are tested for impairment at least annually or when events occur that indicate impairment could exist. As a result of these assessments, the Company recognized impairments of $100.7 million during the year ended December 31, 2019.
Auditing management’s impairment tests of goodwill and newspaper masthead intangible assets was complex and judgmental due to the estimation required in determining the fair value of the reporting units and newspaper mastheads. In particular, the estimates of the fair value of the reporting units are sensitive to significant assumptions such as the revenue growth rates, discount rates and projected EBITDA margins. The estimates of fair value of the newspaper masthead intangible assets are sensitive to significant assumptions including the royalty rates, discount rates and revenue growth rates. These assumptions are affected by expectations about future economic and industry factors.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and intangible assets with indefinite lives impairment review process. For example, we tested controls over management’s review of the significant assumptions described above as well as management’s review of the reasonableness of the underlying data used in the valuation analyses.
To test the estimated fair value of the Company’s reporting units and newspaper masthead intangible assets, we performed audit procedures that included, among others, assessing the valuation methodologies used, testing the significant assumptions described above and testing the completeness and accuracy of the underlying data the Company used in its analyses. For example, we compared the revenue growth rates and projected EBITDA margins used in the valuations to current industry and economic trends and assessed the historical accuracy of management’s estimates. With the assistance of our internal valuation specialists, we also developed an independent range of the discount rate and royalty rate assumptions and compared them to the rates determined by management. We performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units and the newspaper masthead intangible assets that would result from changes in the assumptions. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.
|
|
|
|
Valuation of Intangible Assets Acquired in connection with the Gannett Media Corp. Acquisition
|
Description of the Matter
|
As disclosed in Note 4 to the consolidated financial statements, during 2019, the Company completed the acquisition of Gannett Media Corp. for net consideration of $1.2 billion. This transaction was accounted for as a business combination.
Auditing the Company’s accounting for the acquisition of Gannett Media Corp. was complex and judgmental due to the significant estimation uncertainty in determining the fair value of identified intangible assets, which principally consisted of acquired newspaper mastheads, trade names, customer relationships and developed technology. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair value estimates to underlying assumptions about the future performance of the acquired business. The Company used an income approach to measure the intangible assets including the relief from royalty method for newspaper mastheads, trade names and developed technology and the excess earnings method for customer relationships. The significant assumptions used to estimate the fair value of the identified intangible assets included revenue growth rates, discount rates, projected EBITDA margins, royalty rates, and customer attrition rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the recognition and measurement of assets acquired. For example, we tested controls over management’s review of the valuation of intangible assets, including the review of the valuation models and significant assumptions used in the valuation.
To test the estimated fair value of the acquired intangible assets, our audit procedures included, among others, evaluating the methodologies used, evaluating the significant assumptions used in the valuation models and testing the completeness and accuracy of the underlying data. We involved our valuation specialists to assist in testing certain significant assumptions and methodologies used to value the acquired intangible assets. For example, we compared the significant assumptions to current industry, market and economic trends as well as to historical results of the acquired business and to other guidelines used by companies within the same industry. As part of this evaluation, we also compared the royalty rates used in the valuation of newspaper mastheads, trade names and developed technology to market data. In addition, we performed a sensitivity analysis on the significant assumptions to evaluate the change in the fair values of the intangible assets that would result from the changes in assumptions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Pension Obligation
|
Description of the Matter
|
At December 31, 2019, the Company’s aggregate obligation for its defined benefit pension plans was $3.0 billion and exceeded the gross fair value of the related plan assets of $2.9 billion, resulting in a net defined benefit pension obligation of $116.9 million as of December 31, 2019. The Company recorded a net periodic pension benefit of $8.4 million for the year-ended December 31, 2019. As described in Note 8 of the consolidated financial statements, the Company updates the estimates used to measure the defined benefit pension assets and obligations annually or upon a remeasurement event to reflect the actual return on plan assets and updated actuarial assumptions.
Auditing the defined benefit pension obligations was complex and required the involvement of specialists due to the judgmental nature of the actuarial assumptions such as the discount rate, expected return on plan assets, and participant longevity used in the measurement process. These assumptions have a significant effect on the projected defined benefit pension obligation and net periodic pension benefit expense.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over management’s measurement and valuation of the defined benefit pension obligations. For example, we tested controls over management’s review of the defined benefit pension obligation calculations, the significant actuarial assumptions, and the data inputs used in the actuarial models.
To test the defined benefit pension obligation and net periodic pension benefit expense, our audit procedures included, among others, evaluating the methodology used, the significant actuarial assumptions described above, and the underlying data used by the Company. We compared the actuarial assumptions used by management to historical trends. We involved actuarial specialists in the evaluation of management’s methodology for determining the discount rate that reflects the maturity and duration of the benefit payments and is used to measure the defined benefit pension obligation. To perform this evaluation, we compared the discount rate to an independent range of discount rates developed using the projected benefit cash outlays. As part of this assessment, we compared the projected cash flows to the historical cash flows and compared the current year benefits paid to the plans’ prior year projected cash flows. To evaluate the mortality and participant longevity, we evaluated management’s selection of mortality base tables and improvement scales, as adjusted for entity-specific factors. We also tested the completeness and accuracy of the underlying data, including the participant data provided to the Company’s actuarial specialists. To evaluate the expected return on plan assets, we assessed whether management’s assumption is consistent with a range of returns for a portfolio of comparative investments.
|
GANNETT CO., INC.
CONSOLIDATED BALANCE SHEETS
|
|||||||
In thousands, except share data
|
|||||||
Assets
|
December 31, 2019
|
|
December 30, 2018
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
156,042
|
|
|
$
|
48,651
|
|
Accounts receivable, net of allowance for doubtful accounts of $19,923 and $8,042 at December 31, 2019 and December 30, 2018, respectively
|
438,523
|
|
|
174,274
|
|
||
Inventories
|
55,090
|
|
|
25,022
|
|
||
Prepaid expenses and other current assets
|
129,460
|
|
|
49,662
|
|
||
Total current assets
|
779,115
|
|
|
297,609
|
|
||
Property, plant and equipment, net of accumulated depreciation of $277,291 and $219,256 at December 31, 2019 and December 30, 2018, respectively
|
815,807
|
|
|
339,608
|
|
||
Operating lease assets
|
309,112
|
|
|
—
|
|
||
Goodwill
|
914,331
|
|
|
310,737
|
|
||
Intangible assets, net of accumulated amortization of $145,773 and $101,543 at December 31, 2019 and December 30, 2018, respectively
|
1,012,564
|
|
|
486,054
|
|
||
Deferred tax assets
|
76,297
|
|
|
—
|
|
||
Other assets
|
112,876
|
|
|
9,856
|
|
||
Total assets
|
$
|
4,020,102
|
|
|
$
|
1,443,864
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
3,300
|
|
|
$
|
12,395
|
|
Accounts payable
|
146,995
|
|
|
16,612
|
|
||
Accrued expenses
|
306,633
|
|
|
109,597
|
|
||
Deferred revenue
|
218,823
|
|
|
105,187
|
|
||
Other current liabilities
|
42,702
|
|
|
4,053
|
|
||
Total current liabilities
|
718,453
|
|
|
247,844
|
|
||
Long-term debt
|
1,636,335
|
|
|
428,180
|
|
||
Convertible debt
|
3,300
|
|
|
—
|
|
||
Deferred tax liabilities
|
9,052
|
|
|
8,282
|
|
||
Pension and other postretirement benefit obligations
|
235,906
|
|
|
24,326
|
|
||
Long-term operating lease liabilities
|
297,662
|
|
|
—
|
|
||
Other long-term liabilities
|
136,188
|
|
|
16,462
|
|
||
Total noncurrent liabilities
|
2,318,443
|
|
|
477,250
|
|
||
Total liabilities
|
3,036,896
|
|
|
725,094
|
|
||
Redeemable noncontrolling interests
|
1,850
|
|
|
1,547
|
|
||
Commitments and contingent liabilities (see Note 12)
|
|
|
|
||||
|
|
|
|
||||
Equity
|
|
|
|
||||
Common stock, $0.01 par value, 2,000,000,000 shares authorized;129,386,258 shares issued and 128,991,544 shares outstanding at December 31, 2019; 60,508,249 shares issued and 60,306,286 shares outstanding at December 30, 2018
|
1,294
|
|
|
605
|
|
||
Treasury stock, at cost, 394,714 and 201,963 shares at December 31, 2019 and December 30, 2018, respectively
|
(2,876
|
)
|
|
(1,873
|
)
|
||
Additional paid-in capital
|
1,090,694
|
|
|
721,605
|
|
||
Retained earnings (accumulated deficit)
|
(115,958
|
)
|
|
3,767
|
|
||
Accumulated other comprehensive loss (income)
|
8,202
|
|
|
(6,881
|
)
|
||
Total equity
|
981,356
|
|
|
717,223
|
|
||
Total liabilities and equity
|
$
|
4,020,102
|
|
|
$
|
1,443,864
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
|||||||||||
In thousands, except per share data
|
|||||||||||
Fiscal year ended
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Advertising and marketing services
|
$
|
952,644
|
|
|
$
|
786,577
|
|
|
$
|
726,004
|
|
Circulation
|
704,842
|
|
|
574,963
|
|
|
474,324
|
|
|||
Commercial printing and other
|
210,423
|
|
|
164,484
|
|
|
141,676
|
|
|||
Total operating revenues
|
1,867,909
|
|
|
1,526,024
|
|
|
1,342,004
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Operating costs
|
1,079,593
|
|
|
865,234
|
|
|
742,822
|
|
|||
Selling, general and administrative expenses
|
606,917
|
|
|
502,631
|
|
|
447,133
|
|
|||
Depreciation and amortization
|
111,882
|
|
|
84,791
|
|
|
74,394
|
|
|||
Integration and reorganization costs
|
47,401
|
|
|
15,011
|
|
|
8,903
|
|
|||
Acquisition costs
|
60,618
|
|
|
2,651
|
|
|
1,975
|
|
|||
Impairment of long-lived assets
|
3,009
|
|
|
1,538
|
|
|
7,142
|
|
|||
Goodwill and mastheads impairment
|
100,743
|
|
|
—
|
|
|
27,448
|
|
|||
Net (gain) loss on sale or disposal of assets
|
4,723
|
|
|
(3,971
|
)
|
|
(1,649
|
)
|
|||
Total operating expenses
|
2,014,886
|
|
|
1,467,885
|
|
|
1,308,168
|
|
|||
Operating income (loss)
|
(146,977
|
)
|
|
58,139
|
|
|
33,836
|
|
|||
Non-operating (income) expense:
|
|
|
|
|
|
||||||
Interest expense
|
63,660
|
|
|
36,072
|
|
|
30,476
|
|
|||
Loss on early extinguishment of debt
|
6,058
|
|
|
2,886
|
|
|
4,767
|
|
|||
Other (income) expense
|
(9,511
|
)
|
|
(838
|
)
|
|
(973
|
)
|
|||
Non-operating expense
|
60,207
|
|
|
38,120
|
|
|
34,270
|
|
|||
Income (loss) before income taxes
|
(207,184
|
)
|
|
20,019
|
|
|
(434
|
)
|
|||
Provision (benefit) for income taxes
|
(85,994
|
)
|
|
1,912
|
|
|
481
|
|
|||
Net income (loss)
|
$
|
(121,190
|
)
|
|
$
|
18,107
|
|
|
$
|
(915
|
)
|
Net loss attributable to redeemable noncontrolling interests
|
(1,348
|
)
|
|
(89
|
)
|
|
—
|
|
|||
Net income (loss) attributable to Gannett
|
$
|
(119,842
|
)
|
|
$
|
18,196
|
|
|
$
|
(915
|
)
|
Earnings (loss) per share attributable to Gannett - basic
|
$
|
(1.77
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.02
|
)
|
Earnings (loss) per share attributable to Gannett - diluted
|
$
|
(1.77
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.02
|
)
|
Dividends declared per share
|
$
|
1.52
|
|
|
$
|
1.49
|
|
|
$
|
1.42
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
7,266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pension and other postretirement benefit items:
|
|
|
|
|
|
||||||
Net actuarial (loss) gain
|
12,534
|
|
|
(1,509
|
)
|
|
(1,530
|
)
|
|||
Amortization of net actuarial loss (gain)
|
86
|
|
|
89
|
|
|
46
|
|
|||
Other
|
305
|
|
|
—
|
|
|
—
|
|
|||
Total pension and other postretirement benefit items
|
12,925
|
|
|
(1,420
|
)
|
|
(1,484
|
)
|
|||
Other comprehensive income (loss) before tax
|
20,191
|
|
|
(1,420
|
)
|
|
(1,484
|
)
|
|||
Income tax effect related to components of other comprehensive income (loss)
|
(5,108
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax
|
15,083
|
|
|
(1,420
|
)
|
|
(1,484
|
)
|
|||
Comprehensive income (loss)
|
(106,107
|
)
|
|
16,687
|
|
|
(2,399
|
)
|
|||
Comprehensive income (loss) attributable to redeemable noncontrolling interests
|
(1,348
|
)
|
|
(89
|
)
|
|
—
|
|
|||
Comprehensive income (loss) attributable to Gannett
|
(104,759
|
)
|
|
16,776
|
|
|
(2,399
|
)
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
In thousands
|
|
|
|
|
|
||||
Fiscal year ended
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||
Operating activities
|
|
|
|
|
|
||||
Net income (loss)
|
(121,190
|
)
|
|
18,107
|
|
|
(915
|
)
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
|
|
||||
Depreciation and amortization
|
111,882
|
|
|
84,791
|
|
|
74,394
|
|
|
Facility consolidation costs
|
148
|
|
|
—
|
|
|
—
|
|
|
Stock-based compensation - equity awards
|
11,324
|
|
|
3,156
|
|
|
3,135
|
|
|
Non-cash interest expense
|
3,851
|
|
|
1,996
|
|
|
2,339
|
|
|
Non-cash acquisition related costs
|
26,411
|
|
|
—
|
|
|
—
|
|
|
(Benefit) provision for deferred income taxes
|
(87,765
|
)
|
|
202
|
|
|
294
|
|
|
Net (gain) loss on sale or disposal of assets
|
4,723
|
|
|
(3,971
|
)
|
|
(1,649
|
)
|
|
Non-cash charge to investments
|
—
|
|
|
505
|
|
|
250
|
|
|
Non-cash loss on early extinguishment of debt
|
6,058
|
|
|
2,886
|
|
|
2,344
|
|
|
Impairment of long-lived assets
|
3,009
|
|
|
1,538
|
|
|
7,142
|
|
|
Goodwill and mastheads impairment
|
100,743
|
|
|
—
|
|
|
27,448
|
|
|
Pension and other postretirement benefit obligations
|
(100,452
|
)
|
|
(2,575
|
)
|
|
(1,963
|
)
|
|
Change in assets and liabilities:
|
|
|
|
|
|
||||
Accounts receivables, net
|
12,608
|
|
|
15
|
|
|
4,981
|
|
|
Inventory
|
5,150
|
|
|
(4,336
|
)
|
|
1,073
|
|
|
Prepaid expenses
|
7,016
|
|
|
3,338
|
|
|
(3,538
|
)
|
|
Accounts payable
|
3,958
|
|
|
(2,530
|
)
|
|
(3,996
|
)
|
|
Accrued expenses
|
40,353
|
|
|
8,019
|
|
|
6,645
|
|
|
Deferred revenue
|
(8,326
|
)
|
|
(7,642
|
)
|
|
(4,607
|
)
|
|
Other assets and liabilities
|
6,034
|
|
|
6,060
|
|
|
(2,871
|
)
|
|
Net cash provided by operating activities
|
25,535
|
|
|
109,559
|
|
|
110,506
|
|
|
Investing activities
|
|
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(796,502
|
)
|
|
(204,877
|
)
|
|
(164,155
|
)
|
|
Purchases of property, plant, and equipment
|
(13,978
|
)
|
|
(11,639
|
)
|
|
(11,090
|
)
|
|
Proceeds from sale of publications, real estate and other assets
|
27,486
|
|
|
15,040
|
|
|
14,972
|
|
|
Change in other investing activities
|
(2,066
|
)
|
|
—
|
|
|
—
|
|
|
Net cash used for investing activities
|
(785,060
|
)
|
|
(201,476
|
)
|
|
(160,273
|
)
|
|
Financing activities
|
|
|
|
|
|
||||
Payments of debt issuance costs
|
(121,223
|
)
|
|
(800
|
)
|
|
(3,576
|
)
|
|
Borrowings under term loans
|
1,792,000
|
|
|
79,675
|
|
|
20,000
|
|
|
Borrowings under revolving credit facility
|
153,900
|
|
|
20,000
|
|
|
—
|
|
|
Repayments under term loans
|
(481,058
|
)
|
|
(3,093
|
)
|
|
(14,443
|
)
|
|
Repayments under revolving credit facility
|
(153,900
|
)
|
|
(20,000
|
)
|
|
—
|
|
|
Repayments of convertible debt
|
(197,950
|
)
|
|
—
|
|
|
—
|
|
|
Payment of offering costs
|
—
|
|
|
(369
|
)
|
|
(431
|
)
|
|
Issuance of common stock, net of underwriters' discount
|
—
|
|
|
111,099
|
|
|
—
|
|
|
Purchase of treasury stock
|
(1,002
|
)
|
|
(792
|
)
|
|
(664
|
)
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(5,001
|
)
|
|
Payments of dividends
|
(91,936
|
)
|
|
(87,195
|
)
|
|
(75,608
|
)
|
|
Changes in other financing activities
|
82
|
|
|
—
|
|
|
—
|
|
|
Net cash provided by (used for) financing activities
|
898,913
|
|
|
98,525
|
|
|
(79,723
|
)
|
|
Effect of currency exchange rate change
|
(3,494
|
)
|
|
—
|
|
|
—
|
|
|
Increase (decrease) in cash, cash equivalents, and restricted cash
|
135,894
|
|
|
6,608
|
|
|
(129,490
|
)
|
|
Balance of cash, cash equivalents, and restricted cash at beginning of year
|
52,770
|
|
|
46,162
|
|
|
175,652
|
|
|
Cash, cash equivalents, and restricted cash at end of year
|
188,664
|
|
|
52,770
|
|
|
46,162
|
|
GANNETT CO., INC.
CONSOLIDATED STATEMENTS OF EQUITY
|
|||||||||||||||||||||||||||||
In thousands, except share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Common stock
|
|
Additional
Paid-in Capital |
|
Accumulated Other Comprehensive Loss
|
|
Retained
Earnings (Accumulated Deficit) |
|
Treasury stock
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|
Total
|
|||||||||||||||||||||
Balance: December 25, 2016
|
53,543,226
|
|
|
$
|
531
|
|
|
$
|
742,543
|
|
|
$
|
(3,977
|
)
|
|
$
|
16,293
|
|
|
46,438
|
|
|
$
|
(417
|
)
|
|
$
|
754,973
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(915
|
)
|
|
—
|
|
|
—
|
|
|
(915
|
)
|
||||||
Restricted share grants
|
202,758
|
|
|
7
|
|
|
218
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
225
|
|
||||||||
Other comprehensive income, net of income taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,484
|
)
|
||||||
Non-cash compensation expense
|
—
|
|
|
—
|
|
|
3,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,135
|
|
||||||
Offering costs
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
||||||
Exercise of stock options
|
12,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,004
|
|
|
(664
|
)
|
|
(664
|
)
|
||||||
Restricted share forfeiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,530
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock
|
(391,120
|
)
|
|
(4
|
)
|
|
(4,997
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,001
|
)
|
||||||
Dividends declared, 2017
|
—
|
|
|
—
|
|
|
(57,620
|
)
|
|
—
|
|
|
(18,145
|
)
|
|
—
|
|
|
—
|
|
|
(75,765
|
)
|
||||||
Balance: December 31, 2017
|
53,367,853
|
|
|
$
|
534
|
|
|
$
|
683,168
|
|
|
$
|
(5,461
|
)
|
|
$
|
(2,767
|
)
|
|
140,972
|
|
|
$
|
(1,081
|
)
|
|
$
|
674,393
|
|
Net income attributable to Gannett
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,196
|
|
|
—
|
|
|
—
|
|
|
18,196
|
|
||||||
Restricted share grants
|
240,396
|
|
|
2
|
|
|
223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
||||||
Other comprehensive income, net of income taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,420
|
)
|
||||||
Non-cash compensation expense
|
—
|
|
|
—
|
|
|
3,156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,156
|
|
||||||
Issuance of common stock, net of underwriters' discount
|
6,900,000
|
|
|
69
|
|
|
110,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,719
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,237
|
|
|
(792
|
)
|
|
(792
|
)
|
||||||
Restricted share forfeiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,754
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared, 2018
|
—
|
|
|
—
|
|
|
(75,592
|
)
|
|
—
|
|
|
(11,662
|
)
|
|
|
|
—
|
|
|
(87,254
|
)
|
|||||||
Balance: December 30, 2018
|
60,508,249
|
|
|
$
|
605
|
|
|
$
|
721,605
|
|
|
$
|
(6,881
|
)
|
|
$
|
3,767
|
|
|
201,963
|
|
|
$
|
(1,873
|
)
|
|
$
|
717,223
|
|
Net income attributable to Gannett
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119,842
|
)
|
|
—
|
|
|
—
|
|
|
(119,842
|
)
|
||||||
Restricted share grants
|
300,952
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock awards settled
|
1,981,556
|
|
|
20
|
|
|
(462
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(442
|
)
|
||||||
Other comprehensive income, net of income taxes of $5.1 million
|
—
|
|
|
—
|
|
|
—
|
|
|
15,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,083
|
|
||||||
Non-cash compensation expense
|
—
|
|
|
—
|
|
|
11,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,324
|
|
||||||
Impact of adoption of ASC 842 - Leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
117
|
|
||||||
Issuance of common stock to former Legacy Gannett shareholders
|
62,389,894
|
|
|
624
|
|
|
423,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
423,856
|
|
||||||
Issuance of common stock to Fortress
|
4,205,607
|
|
|
42
|
|
|
26,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,411
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,150
|
|
|
(1,002
|
)
|
|
(1,002
|
)
|
||||||
Restricted share forfeiture
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
124,601
|
|
|
(1
|
)
|
|
50
|
|
||||||
Dividends declared, 2019
|
—
|
|
|
—
|
|
|
(91,838
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,838
|
)
|
||||||
Other activity
|
—
|
|
|
—
|
|
|
416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
416
|
|
||||||
Balance: December 31, 2019
|
129,386,258
|
|
|
$
|
1,294
|
|
|
$
|
1,090,694
|
|
|
$
|
8,202
|
|
|
$
|
(115,958
|
)
|
|
394,714
|
|
|
$
|
(2,876
|
)
|
|
$
|
981,356
|
|
In thousands
|
December 31, 2019
|
|
December 30, 2018
|
||||
Land
|
$
|
105,805
|
|
|
$
|
39,036
|
|
Buildings and improvements
|
416,537
|
|
|
204,753
|
|
||
Machinery and equipment
|
474,418
|
|
|
274,748
|
|
||
Furniture, fixtures, and computer software
|
82,651
|
|
|
35,679
|
|
||
Construction in progress
|
13,687
|
|
|
4,648
|
|
||
Total
|
1,093,098
|
|
|
558,864
|
|
||
Less: accumulated depreciation
|
(277,291
|
)
|
|
(219,256
|
)
|
||
Net property, plant and equipment
|
$
|
815,807
|
|
|
$
|
339,608
|
|
In thousands
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Cash and cash equivalents
|
$
|
156,042
|
|
|
$
|
48,651
|
|
|
$
|
43,056
|
|
Restricted cash included in prepaid expenses and other current assets
|
10,800
|
|
|
4,119
|
|
|
3,106
|
|
|||
Restricted cash included in other assets
|
21,822
|
|
|
—
|
|
|
—
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
188,664
|
|
|
$
|
52,770
|
|
|
$
|
46,162
|
|
In thousands
|
December 31, 2019
|
|
December 30, 2018
|
||||
Compensation
|
$
|
131,006
|
|
|
$
|
30,922
|
|
Taxes (primarily property and sales taxes)
|
18,073
|
|
|
4,466
|
|
||
Benefits
|
33,070
|
|
|
8,273
|
|
||
Interest
|
23,602
|
|
|
3,240
|
|
||
Other
|
100,882
|
|
|
62,696
|
|
||
Total accrued liabilities
|
$
|
306,633
|
|
|
$
|
109,597
|
|
In thousands
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Cash paid for taxes, net of refunds
|
$
|
1,192
|
|
|
$
|
1,272
|
|
|
$
|
52
|
|
Cash paid for interest
|
$
|
40,208
|
|
|
$
|
31,178
|
|
|
$
|
33,626
|
|
Accrued capital expenditures
|
$
|
2,227
|
|
|
$
|
69
|
|
|
$
|
72
|
|
Common stock issued in exchange for Legacy Gannett shares
|
$
|
391,809
|
|
|
$
|
—
|
|
|
$
|
—
|
|
In thousands
|
Fiscal year ended
|
||||||||||
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017(1)
|
||||||
Print advertising
|
$
|
689,595
|
|
|
$
|
625,065
|
|
|
$
|
598,273
|
|
Digital advertising and marketing services
|
263,049
|
|
|
161,512
|
|
|
127,731
|
|
|||
Total advertising and marketing services
|
952,644
|
|
|
786,577
|
|
|
726,004
|
|
|||
Circulation
|
704,842
|
|
|
574,963
|
|
|
474,324
|
|
|||
Other
|
210,423
|
|
|
164,484
|
|
|
141,676
|
|
|||
Total revenues
|
$
|
1,867,909
|
|
|
$
|
1,526,024
|
|
|
$
|
1,342,004
|
|
in thousands
|
Year ended December 31, 2019
|
||||||||||
|
Advertising, Marketing Services, and Other
|
|
Circulation
|
|
Total
|
||||||
Beginning balance
|
$
|
22,542
|
|
|
$
|
82,645
|
|
|
$
|
105,187
|
|
Acquired deferred revenue
|
42,369
|
|
|
95,341
|
|
|
137,710
|
|
|||
Cash receipts
|
128,504
|
|
|
529,004
|
|
|
657,508
|
|
|||
Revenue recognized
|
(125,971
|
)
|
|
(555,611
|
)
|
|
(681,582
|
)
|
|||
Ending balance
|
$
|
67,444
|
|
|
$
|
151,379
|
|
|
$
|
218,823
|
|
In thousands
|
2019
|
||
Operating lease cost (a)
|
$
|
38,985
|
|
Short-term lease cost, excluding expenses relating to leases with a lease term of one month or less
|
5,086
|
|
|
Net lease cost
|
$
|
44,071
|
|
In thousands
|
Year Ending December 31, (a)
|
||
2020
|
76,339
|
|
|
2021
|
76,569
|
|
|
2022
|
69,230
|
|
|
2023
|
57,142
|
|
|
2024
|
50,564
|
|
|
Thereafter
|
233,615
|
|
|
Total future minimum lease payments
|
563,459
|
|
|
Less: Imputed interest
|
225,759
|
|
|
Total
|
$
|
337,700
|
|
in thousands
|
|
||
Cash and restricted cash acquired
|
$
|
149,452
|
|
Current assets
|
383,965
|
|
|
Other assets
|
97,459
|
|
|
Property, plant and equipment
|
536,511
|
|
|
Operating lease assets
|
200,550
|
|
|
Developed technology
|
47,770
|
|
|
Advertiser relationships
|
272,740
|
|
|
Subscriber relationships
|
104,490
|
|
|
Customer relationships
|
63,820
|
|
|
Trade names
|
16,470
|
|
|
Mastheads
|
97,340
|
|
|
Goodwill
|
644,766
|
|
|
Total assets
|
2,615,333
|
|
|
Current liabilities assumed
|
513,752
|
|
|
Long-term liabilities assumed
|
787,019
|
|
|
Total liabilities
|
1,300,771
|
|
|
Net assets
|
$
|
1,314,562
|
|
in thousands
|
|
||
Cash acquired
|
$
|
323
|
|
Current assets
|
9,320
|
|
|
Other assets
|
950
|
|
|
Property, plant and equipment
|
20,492
|
|
|
Non-compete agreements
|
280
|
|
|
Advertiser relationships
|
2,357
|
|
|
Subscriber relationships
|
1,457
|
|
|
Customer relationships
|
1,323
|
|
|
Software
|
140
|
|
|
Trade names
|
299
|
|
|
Mastheads
|
2,896
|
|
|
Goodwill
|
20,850
|
|
|
Total assets
|
60,687
|
|
|
Current liabilities assumed
|
11,961
|
|
|
Long-term liabilities assumed
|
463
|
|
|
Total liabilities
|
12,424
|
|
|
Minority interest
|
1,651
|
|
|
Net assets
|
$
|
46,612
|
|
in thousands
|
|
||
Cash acquired
|
$
|
1,688
|
|
Current assets
|
29,169
|
|
|
Other assets
|
447
|
|
|
Property, plant and equipment
|
18,340
|
|
|
Non-compete agreements
|
370
|
|
|
Advertiser relationships
|
51,395
|
|
|
Subscriber relationships
|
36,115
|
|
|
Customer relationships
|
14,063
|
|
|
Trade names
|
1,810
|
|
|
Mastheads
|
13,678
|
|
|
Goodwill
|
72,879
|
|
|
Total assets
|
239,954
|
|
|
Current liabilities assumed
|
32,441
|
|
|
Long-term liabilities assumed
|
92
|
|
|
Total liabilities
|
32,533
|
|
|
Redeemable noncontrolling interest
|
1,636
|
|
|
Net assets
|
$
|
205,785
|
|
in thousands
|
|
||
Current assets
|
$
|
20,870
|
|
Other assets
|
108
|
|
|
Property, plant and equipment
|
49,883
|
|
|
Noncompete agreements
|
532
|
|
|
Advertiser relationships
|
34,077
|
|
|
Subscriber relationships
|
26,926
|
|
|
Customer relationships
|
5,638
|
|
|
Software
|
704
|
|
|
Mastheads
|
9,902
|
|
|
Goodwill
|
37,652
|
|
|
Total assets
|
186,292
|
|
|
Current liabilities assumed
|
21,100
|
|
|
Long-term liabilities assumed
|
139
|
|
|
Total liabilities
|
21,239
|
|
|
Net assets
|
$
|
165,053
|
|
|
Unaudited
|
||||||
in thousands (except per share amounts)
|
2019
|
|
2018
|
||||
Total revenues
|
$
|
4,177,583
|
|
|
$
|
4,440,491
|
|
Net loss
|
$
|
(292,395
|
)
|
|
$
|
(169,617
|
)
|
Earnings per share - diluted
|
$
|
(2.27
|
)
|
|
$
|
(1.31
|
)
|
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Severance and Related Costs
|
|
|
|
|
|
||||||
Publishing
|
$
|
19,556
|
|
|
$
|
11,678
|
|
|
$
|
6,703
|
|
Marketing Solutions
|
1,916
|
|
|
—
|
|
|
512
|
|
|||
Corporate and other
|
19,080
|
|
|
262
|
|
|
445
|
|
|||
Total
|
$
|
40,552
|
|
|
$
|
11,940
|
|
|
$
|
7,660
|
|
in thousands
|
Severance and
Related Costs
|
||
Balance at December 31, 2017
|
$
|
717
|
|
Restructuring provision included in integration and reorganization costs
|
11,940
|
|
|
Cash payments
|
(10,103
|
)
|
|
Balance at December 31, 2018
|
2,554
|
|
|
Acquired restructuring provision balances
|
692
|
|
|
Restructuring provision included in integration and reorganization costs
|
40,552
|
|
|
Cash payments
|
(13,013
|
)
|
|
Balance at December 31, 2019
|
$
|
30,785
|
|
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Facility Consolidation and Other Restructuring-Related Charges
|
|
|
|
|
|
||||||
Publishing
|
$
|
1,780
|
|
|
$
|
2,809
|
|
|
$
|
1,243
|
|
Marketing Solutions
|
21
|
|
|
—
|
|
|
—
|
|
|||
Corporate and other
|
5,048
|
|
|
262
|
|
|
—
|
|
|||
Total
|
$
|
6,849
|
|
|
$
|
3,071
|
|
|
$
|
1,243
|
|
In thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Publishing
|
$
|
3,009
|
|
|
$
|
1,538
|
|
|
$
|
7,042
|
|
Corporate and other
|
—
|
|
|
—
|
|
|
100
|
|
|||
Total
|
$
|
3,009
|
|
|
$
|
1,538
|
|
|
$
|
7,142
|
|
in thousands
|
December 31, 2019
|
||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
Amortized intangible assets:
|
|
|
|
||||||||
Advertiser relationships
|
$
|
534,161
|
|
|
$
|
75,363
|
|
|
$
|
458,798
|
|
Customer relationships
|
109,674
|
|
|
14,303
|
|
|
95,371
|
|
|||
Subscriber relationships
|
259,391
|
|
|
44,878
|
|
|
214,513
|
|
|||
Other intangible assets
|
76,552
|
|
|
11,229
|
|
|
65,323
|
|
|||
Total
|
$
|
979,778
|
|
|
$
|
145,773
|
|
|
$
|
834,005
|
|
Nonamortized intangible assets:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
914,331
|
|
|
|
|
|
||||
Mastheads
|
178,559
|
|
|
|
|
|
|||||
Total
|
$
|
1,092,890
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
|
December 30, 2018
|
||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
Amortized intangible assets:
|
|
|
|
||||||||
Advertiser relationships
|
$
|
260,142
|
|
|
$
|
53,477
|
|
|
$
|
206,665
|
|
Customer relationships
|
44,630
|
|
|
8,704
|
|
|
35,926
|
|
|||
Subscriber relationships
|
153,923
|
|
|
31,560
|
|
|
122,363
|
|
|||
Other intangible assets
|
13,046
|
|
|
7,802
|
|
|
5,244
|
|
|||
Total
|
$
|
471,741
|
|
|
$
|
101,543
|
|
|
$
|
370,198
|
|
Nonamortized intangible assets:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
310,737
|
|
|
|
|
|
||||
Mastheads
|
115,856
|
|
|
|
|
|
|||||
Total
|
$
|
426,593
|
|
|
|
|
|
In thousands
|
|||
2020
|
$
|
110,136
|
|
2021
|
109,854
|
|
|
2022
|
108,179
|
|
|
2023
|
102,994
|
|
|
2024
|
101,026
|
|
|
Thereafter
|
301,816
|
|
|
Total
|
$
|
834,005
|
|
in thousands
|
|||||||||||
|
Publishing
|
|
Marketing Solutions
|
|
Consolidated
|
||||||
Balance at December 31, 2017, net of accumulated impairment losses of $25,641:
|
$
|
208,828
|
|
|
$
|
27,727
|
|
|
$
|
236,555
|
|
Goodwill acquired in business combinations
|
71,011
|
|
|
2,715
|
|
|
73,726
|
|
|||
Measurement period adjustments
|
456
|
|
|
—
|
|
|
456
|
|
|||
Balance at December 30, 2018, net of accumulated impairment losses of $25,641:
|
$
|
280,295
|
|
|
$
|
30,442
|
|
|
$
|
310,737
|
|
Goodwill acquired in business combinations
|
498,061
|
|
|
167,555
|
|
|
665,616
|
|
|||
Goodwill impairment
|
(62,280
|
)
|
|
—
|
|
|
(62,280
|
)
|
|||
Goodwill related to divestitures
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|||
Measurement period adjustments
|
(852
|
)
|
|
—
|
|
|
(852
|
)
|
|||
Foreign currency exchange rate changes
|
1,152
|
|
|
—
|
|
|
1,152
|
|
|||
Balance at December 31, 2019, net of accumulated impairment losses of $87,921:
|
$
|
716,334
|
|
|
$
|
197,997
|
|
|
$
|
914,331
|
|
in thousands
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 30, 2018
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of period
|
$
|
74,190
|
|
|
$
|
82,344
|
|
Service cost
|
999
|
|
|
606
|
|
||
Interest cost
|
12,408
|
|
|
2,775
|
|
||
Actuarial (gain) loss
|
3,701
|
|
|
(6,228
|
)
|
||
Foreign currency translation
|
11,812
|
|
|
—
|
|
||
Benefits and expenses paid
|
(111,842
|
)
|
|
(5,307
|
)
|
||
Acquisitions
|
2,981,914
|
|
|
—
|
|
||
Projected benefit obligation at end of period
|
$
|
2,973,182
|
|
|
$
|
74,190
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
$
|
54,035
|
|
|
$
|
61,539
|
|
Actual return on plan assets
|
38,054
|
|
|
(3,648
|
)
|
||
Employer contributions
|
91,466
|
|
|
1,451
|
|
||
Acquisitions
|
2,771,796
|
|
|
—
|
|
||
Benefits paid
|
(111,022
|
)
|
|
(4,705
|
)
|
||
Foreign currency translation
|
12,787
|
|
|
—
|
|
||
Expenses paid
|
(820
|
)
|
|
(602
|
)
|
||
Fair value of plan assets at end of period
|
$
|
2,856,296
|
|
|
$
|
54,035
|
|
Reconciliation of funded status:
|
|
|
|
||||
Benefit obligation at end of period
|
$
|
(2,973,182
|
)
|
|
$
|
(74,190
|
)
|
Fair value of assets at end of period
|
2,856,296
|
|
|
54,035
|
|
||
Funded status
|
(116,886
|
)
|
|
(20,155
|
)
|
||
Unrecognized actuarial (gain) loss
|
(4,527
|
)
|
|
7,986
|
|
||
Net accrued benefit cost
|
$
|
(121,413
|
)
|
|
$
|
(12,169
|
)
|
Balance sheet presentation:
|
|
|
|
||||
Other assets
|
$
|
58,818
|
|
|
$
|
—
|
|
Accrued expenses
|
6,771
|
|
|
—
|
|
||
Pension and other postretirement benefit obligations
|
168,933
|
|
|
20,155
|
|
||
Accumulated other comprehensive (loss) income
|
4,527
|
|
|
(7,986
|
)
|
||
Net accrued benefit cost
|
$
|
(121,413
|
)
|
|
$
|
(12,169
|
)
|
in thousands
|
|
|
|
||||
|
December 31,
2019 |
|
December 30,
2018 |
||||
Accumulated benefit obligation
|
$
|
2,039,075
|
|
|
$
|
74,190
|
|
Fair value of plan assets
|
$
|
1,865,123
|
|
|
$
|
54,035
|
|
in thousands
|
|
|
|
||||
|
December 31,
2019 |
|
December 30,
2018 |
||||
Accumulated benefit obligation
|
$
|
932,357
|
|
|
$
|
—
|
|
Fair value of plan assets
|
$
|
991,173
|
|
|
$
|
—
|
|
in thousands
|
|
|
|
||||
|
December 31,
2019 |
|
December 30,
2018 |
||||
Projected benefit obligation
|
$
|
2,040,825
|
|
|
$
|
74,190
|
|
Fair value of plan assets
|
$
|
1,865,123
|
|
|
$
|
54,035
|
|
in thousands
|
|
|
|
||||
|
December 31,
2019 |
|
December 30,
2018 |
||||
Projected benefit obligation
|
$
|
932,357
|
|
|
$
|
—
|
|
Fair value of plan assets
|
$
|
991,173
|
|
|
$
|
—
|
|
in thousands
|
|
||||||||||
|
Fair Value of Plan Assets
|
|
Benefit Obligation
|
|
Funded Status
|
||||||
GRP
|
$
|
1,705,225
|
|
|
$
|
1,842,480
|
|
|
$
|
(137,255
|
)
|
George W. Prescott Pension Plan
|
20,079
|
|
|
25,499
|
|
|
(5,420
|
)
|
|||
Times Publishing Company Pension Plan
|
36,693
|
|
|
49,830
|
|
|
(13,137
|
)
|
|||
SERP
|
—
|
|
|
7,360
|
|
|
(7,360
|
)
|
|||
U.K. Pension Plans
|
991,175
|
|
|
932,357
|
|
|
58,818
|
|
|||
Newspaper Guild of Detroit Plan
|
103,124
|
|
|
113,189
|
|
|
(10,065
|
)
|
|||
JMG Plan
|
—
|
|
|
2,467
|
|
|
(2,467
|
)
|
|||
Total
|
$
|
2,856,296
|
|
|
$
|
2,973,182
|
|
|
$
|
(116,886
|
)
|
in thousands
|
Year Ended
|
||||||||||
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Service cost
|
$
|
999
|
|
|
$
|
606
|
|
|
$
|
630
|
|
Non-operating expenses:
|
|
|
|
|
|
||||||
Interest cost
|
12,408
|
|
|
2,775
|
|
|
3,143
|
|
|||
Expected return on plan assets
|
(22,303
|
)
|
|
(4,452
|
)
|
|
(4,157
|
)
|
|||
Amortization of unrecognized loss (gain)
|
158
|
|
|
113
|
|
|
194
|
|
|||
Other adjustment
|
305
|
|
|
—
|
|
|
—
|
|
|||
Total non-operating expenses included in Other (income) expense
|
(9,432
|
)
|
|
(1,564
|
)
|
|
(820
|
)
|
|||
Net periodic expense (benefit)
|
$
|
(8,433
|
)
|
|
$
|
(958
|
)
|
|
$
|
(190
|
)
|
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
|
|
|
|
|
|
||||||
Net actuarial loss (gain)
|
$
|
(12,050
|
)
|
|
$
|
1,872
|
|
|
$
|
1,618
|
|
Amortization of net actuarial (loss) gain
|
(158
|
)
|
|
(113
|
)
|
|
(194
|
)
|
|||
Other adjustment
|
(305
|
)
|
|
—
|
|
|
—
|
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
(12,513
|
)
|
|
$
|
1,759
|
|
|
$
|
1,424
|
|
|
December 31, 2019
|
|
December 30, 2018
|
||
Weighted average discount rate
|
2.9
|
%
|
|
4.1
|
%
|
Rate of increase in future compensation levels (1)
|
2.0
|
%
|
|
—
|
|
Weighted average expected return on assets
|
7.0
|
%
|
|
7.5
|
%
|
|
Year Ended
|
|||||||
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
|||
Weighted average discount rate
|
3.1
|
%
|
|
3.5
|
%
|
|
4.1
|
%
|
Rate of increase in future compensation levels (1)
|
2.0
|
%
|
|
—
|
|
|
—
|
|
Weighted average expected return on assets
|
6.1
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
Target Allocation
|
|
Allocation of Plan Assets
|
||
|
2020
|
|
2019
|
|
2018
|
Equity securities
|
35%
|
|
39%
|
|
63%
|
Debt securities
|
47%
|
|
46%
|
|
35%
|
Alternative investments(a)
|
18%
|
|
15%
|
|
2%
|
Total
|
100%
|
|
100%
|
|
100%
|
in thousands
|
Pension
|
||
2020
|
$
|
202,994
|
|
2021
|
$
|
193,282
|
|
2022
|
$
|
190,764
|
|
2023
|
$
|
188,713
|
|
2024
|
$
|
175,235
|
|
2025 - 2029
|
$
|
826,289
|
|
•
|
The Company plays no part in the management of plan investments or any other aspect of plan administration.
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the unfunded status of the plan, referred to as withdrawal liability.
|
(a)
|
This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010.
|
(b)
|
The trustees of this plan have voluntarily elected to put the fund in critical status to strengthen its funding position.
|
in thousands
|
December 31, 2019
|
|
December 30, 2018
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of period
|
$
|
4,330
|
|
|
$
|
4,835
|
|
Service cost
|
17
|
|
|
7
|
|
||
Interest cost
|
419
|
|
|
153
|
|
||
Actuarial gain
|
(484
|
)
|
|
(363
|
)
|
||
Benefits and expenses paid
|
(1,117
|
)
|
|
(500
|
)
|
||
Acquisitions
|
70,325
|
|
|
—
|
|
||
Participant contributions
|
200
|
|
|
221
|
|
||
Employer implicit subsidy fulfilled
|
(23
|
)
|
|
(23
|
)
|
||
Projected benefit obligation at end of period
|
$
|
73,667
|
|
|
$
|
4,330
|
|
Change in plan assets:
|
|
|
|
||||
Employer contributions
|
$
|
844
|
|
|
$
|
—
|
|
Participant contributions
|
164
|
|
|
—
|
|
||
Benefits paid
|
(1,008
|
)
|
|
—
|
|
||
Fair value of plan assets at end of period
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status:
|
|
|
|
||||
Benefit obligation at end of period
|
$
|
(73,667
|
)
|
|
$
|
(4,330
|
)
|
Funded status
|
(73,667
|
)
|
|
(4,330
|
)
|
||
Unrecognized actuarial gain
|
(1,518
|
)
|
|
(1,105
|
)
|
||
Net accrued benefit cost
|
$
|
(75,185
|
)
|
|
$
|
(5,435
|
)
|
Balance sheet presentation:
|
|
|
|
||||
Accrued expenses
|
$
|
6,694
|
|
|
$
|
355
|
|
Pension and other postretirement benefit obligations
|
66,973
|
|
|
3,975
|
|
||
Accumulated other comprehensive income
|
1,518
|
|
|
1,105
|
|
||
Net accrued benefit cost
|
$
|
75,185
|
|
|
$
|
5,435
|
|
in thousands
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Service cost
|
$
|
17
|
|
|
$
|
7
|
|
|
$
|
11
|
|
Non-operating expenses:
|
|
|
|
|
|
||||||
Interest cost
|
419
|
|
|
153
|
|
|
189
|
|
|||
Expected return on plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of unrecognized gain
|
(72
|
)
|
|
(24
|
)
|
|
(148
|
)
|
|||
Total non-operating expense
|
347
|
|
|
129
|
|
|
41
|
|
|||
Net periodic expense
|
$
|
364
|
|
|
$
|
136
|
|
|
$
|
52
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net actuarial gain
|
$
|
(484
|
)
|
|
$
|
(363
|
)
|
|
$
|
(88
|
)
|
Amortization of net actuarial gain
|
72
|
|
|
24
|
|
|
148
|
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
(412
|
)
|
|
$
|
(339
|
)
|
|
$
|
60
|
|
|
December 31, 2019
|
|
December 30, 2018
|
||
Weighted average discount rate
|
3.3
|
%
|
|
4.0
|
%
|
Rate of increase in future compensation levels (1)
|
2.0
|
|
|
—
|
|
Current year medical trend
|
5.9
|
%
|
|
6.2
|
%
|
Ultimate year medical trend
|
4.5
|
%
|
|
4.5
|
%
|
Year of ultimate trend
|
2034
|
|
|
2034
|
|
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
|||
Weighted average discount rate
|
3.3
|
%
|
|
3.3
|
%
|
|
3.9
|
%
|
Rate of increase in future compensation levels (1)
|
2.0
|
|
|
—
|
|
|
—
|
|
Current year medical trend
|
6.1
|
%
|
|
6.4
|
%
|
|
6.7
|
%
|
Ultimate year medical trend
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
Year of ultimate trend
|
2035
|
|
|
2026
|
|
|
2026
|
|
In thousands
|
Postretirement
|
||
2020
|
$
|
6,695
|
|
2021
|
$
|
6,372
|
|
2022
|
$
|
6,071
|
|
2023
|
$
|
5,762
|
|
2024
|
$
|
5,475
|
|
2025 - 2029
|
$
|
23,181
|
|
In thousands
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year Ended December 31, 2019:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
113
|
|
|
$
|
(85,144
|
)
|
|
$
|
(85,031
|
)
|
State and local
|
1,725
|
|
|
(2,833
|
)
|
|
(1,108
|
)
|
|||
Foreign
|
(68
|
)
|
|
213
|
|
|
145
|
|
|||
Total
|
$
|
1,770
|
|
|
$
|
(87,764
|
)
|
|
$
|
(85,994
|
)
|
Year Ended December 30, 2018:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
—
|
|
|
$
|
(2,690
|
)
|
|
$
|
(2,690
|
)
|
State and local
|
1,679
|
|
|
2,923
|
|
|
4,602
|
|
|||
Total
|
$
|
1,679
|
|
|
$
|
233
|
|
|
$
|
1,912
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
—
|
|
|
$
|
(617
|
)
|
|
$
|
(617
|
)
|
State and local
|
1,003
|
|
|
95
|
|
|
1,098
|
|
|||
Total
|
$
|
1,003
|
|
|
$
|
(522
|
)
|
|
$
|
481
|
|
In thousands
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
(206,270
|
)
|
|
$
|
20,019
|
|
|
$
|
(434
|
)
|
Foreign
|
(914
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(207,184
|
)
|
|
$
|
20,019
|
|
|
$
|
(434
|
)
|
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
|||
U.S. statutory tax rate
|
21.0
|
|
|
21.0
|
|
|
34.0
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
|
|
State/other income taxes, net of federal benefit
|
0.7
|
|
|
21.1
|
|
|
(266.0
|
)
|
Change in valuation allowance
|
22.6
|
|
|
(13.4
|
)
|
|
(612.9
|
)
|
Non-deductible meals, entertainment, and other expenses
|
(0.8
|
)
|
|
5.0
|
|
|
(232.6
|
)
|
Transaction costs
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
Tax effects of 2017 legislation
|
—
|
|
|
(24.1
|
)
|
|
966.5
|
|
Effective tax rate
|
41.5
|
|
|
9.6
|
|
|
***
|
|
In thousands
|
December 31, 2019
|
|
December 30, 2018
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
$
|
(30,246
|
)
|
|
$
|
(16,642
|
)
|
Right of use asset
|
(83,588
|
)
|
|
—
|
|
||
Definite and indefinite lived intangible assets
|
(85,528
|
)
|
|
(13,714
|
)
|
||
Total deferred tax liabilities
|
$
|
(199,362
|
)
|
|
$
|
(30,356
|
)
|
Deferred tax assets:
|
|
|
|
||||
Accrued compensation costs
|
32,719
|
|
|
2,185
|
|
||
Accrued expenses
|
16,717
|
|
|
5,697
|
|
||
Disallowed interest
|
11,247
|
|
|
—
|
|
||
Pension and other postretirement benefit obligations
|
56,611
|
|
|
3,122
|
|
||
Partnership investments including impairments
|
7,971
|
|
|
994
|
|
||
Loss carryforwards
|
189,912
|
|
|
71,431
|
|
||
Lease liabilities
|
85,177
|
|
|
—
|
|
||
Other
|
25,073
|
|
|
3,324
|
|
||
Total deferred tax assets
|
$
|
425,427
|
|
|
$
|
86,753
|
|
Less: Valuation allowance
|
(158,820
|
)
|
|
(64,679
|
)
|
||
Total net deferred tax assets
|
$
|
266,607
|
|
|
$
|
22,074
|
|
Noncurrent net deferred tax assets/(liabilities)
|
$
|
67,245
|
|
|
$
|
(8,282
|
)
|
In thousands
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at Beginning of Period
|
|
Additions / (Reductions) Charged to Expenses
|
|
Additions / (Reductions for Acquisitions / Dispositions
|
|
Other Additions to / (Deductions from) Reserves
|
|
Foreign Currency Translation
|
|
Balance at End of Period
|
||||||||||||
$
|
64,679
|
|
|
$
|
(28,017
|
)
|
|
$
|
121,572
|
|
|
$
|
—
|
|
|
$
|
586
|
|
|
$
|
158,820
|
|
In thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Change in unrecognized tax benefits
|
|
|
|
|
|
|
|||||
Balance at beginning of year
|
$
|
1,190
|
|
|
$
|
1,160
|
|
|
$
|
1,176
|
|
Additions based on tax positions related to the current year
|
658
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
30
|
|
|
—
|
|
|||
Reductions for tax positions or prior years
|
(352
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Increase due to current year business acquisitions
|
32,578
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
$
|
34,074
|
|
|
$
|
1,190
|
|
|
$
|
1,160
|
|
|
Year Ended
|
||||||||||
in thousands, except share data
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Net income (loss) attributable to Gannett
|
$
|
(119,842
|
)
|
|
$
|
18,196
|
|
|
$
|
(915
|
)
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
67,671,398
|
|
|
58,013,617
|
|
|
53,010,421
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock grants
|
—
|
|
|
384,530
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
67,671,398
|
|
|
58,398,147
|
|
|
53,010,421
|
|
|||
|
|
|
|
|
|
||||||
Basic net income (loss) per share attributable to Gannett
|
$
|
(1.77
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.02
|
)
|
Diluted net income (loss) per share attributable to Gannett
|
$
|
(1.77
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.02
|
)
|
|
Year Ended
|
|||||||
in thousands, except share data
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
|||
Stock warrants
|
1,362,479
|
|
|
1,362,479
|
|
|
1,362,479
|
|
Stock options
|
2,904,811
|
|
|
700,000
|
|
|
2,214,811
|
|
Restricted stock grants
|
9,494,161
|
|
|
—
|
|
|
342,264
|
|
in thousands, except share data
|
Number of Options
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value ($000)
|
|||||||
Outstanding at December 31, 2017
|
2,214,811
|
|
|
$
|
4.08
|
|
|
$
|
16.90
|
|
|
7.7
|
|
$
|
2,245
|
|
Granted
|
690,000
|
|
|
$
|
2.04
|
|
|
$
|
16.45
|
|
|
|
|
|
||
Outstanding at December 30, 2018
|
2,904,811
|
|
|
$
|
3.59
|
|
|
$
|
15.31
|
|
|
7.3
|
|
$
|
—
|
|
Granted
|
3,163,264
|
|
|
$
|
0.11
|
|
|
$
|
15.50
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
6,068,075
|
|
|
$
|
1.78
|
|
|
$
|
14.70
|
|
|
8.2
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Exercisable at December 31, 2019
|
2,780,253
|
|
|
$
|
—
|
|
|
$
|
13.79
|
|
|
6.3
|
|
$
|
—
|
|
|
Year Ended
|
|||||
|
December 31, 2019
|
|||||
in thousands, except per share data
|
Number
of RSGs |
|
Weighted-
Average Grant Date Fair Value |
|||
Unvested at beginning of year
|
—
|
|
|
$
|
—
|
|
Granted
|
10,465,778
|
|
|
6.28
|
|
|
Vested
|
(3,080,766
|
)
|
|
6.28
|
|
|
Forfeited
|
(16,580
|
)
|
|
6.28
|
|
|
Unvested at end of year
|
7,368,432
|
|
|
$
|
6.28
|
|
|
Year Ended
|
|||||||||||||||||||
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
|||||||||||||||
in thousands, except per share data
|
Number
of RSGs
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Number
of RSGs
|
|
Weighted-
Average Grant Date Fair Value |
|
Number
of RSGs
|
|
Weighted-
Average Grant Date Fair Value |
|||||||||
Unvested at beginning of year
|
384,471
|
|
|
$
|
16.11
|
|
|
342,264
|
|
|
$
|
16.86
|
|
|
335,593
|
|
|
$
|
18.18
|
|
Granted
|
300,952
|
|
|
13.62
|
|
|
227,388
|
|
|
16.43
|
|
|
186,153
|
|
|
15.85
|
|
|||
Vested
|
(273,845
|
)
|
|
15.45
|
|
|
(170,422
|
)
|
|
18.01
|
|
|
(128,952
|
)
|
|
18.87
|
|
|||
Forfeited
|
(94,489
|
)
|
|
15.12
|
|
|
(14,759
|
)
|
|
16.55
|
|
|
(50,530
|
)
|
|
16.80
|
|
|||
Unvested at end of year
|
317,089
|
|
|
$
|
14.61
|
|
|
384,471
|
|
|
$
|
16.11
|
|
|
342,264
|
|
|
$
|
16.86
|
|
in thousands
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance at December 25, 2016
|
$
|
(3,977
|
)
|
|
$
|
—
|
|
|
$
|
(3,977
|
)
|
Other comprehensive loss before reclassifications
|
(1,530
|
)
|
|
—
|
|
|
(1,530
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (1)
|
46
|
|
|
—
|
|
|
46
|
|
|||
Net current period other comprehensive loss, net of taxes
|
(1,484
|
)
|
|
—
|
|
|
(1,484
|
)
|
|||
Balance at December 31, 2017
|
$
|
(5,461
|
)
|
|
$
|
—
|
|
|
$
|
(5,461
|
)
|
Other comprehensive loss before reclassifications
|
(1,509
|
)
|
|
—
|
|
|
(1,509
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (1)
|
89
|
|
|
—
|
|
|
89
|
|
|||
Net current period other comprehensive loss, net of taxes
|
(1,420
|
)
|
|
—
|
|
|
(1,420
|
)
|
|||
Balance at December 30, 2018
|
$
|
(6,881
|
)
|
|
$
|
—
|
|
|
$
|
(6,881
|
)
|
Other comprehensive loss before reclassifications
|
7,731
|
|
|
7,266
|
|
|
14,997
|
|
|||
Amounts reclassified from accumulated other comprehensive loss (1)
|
86
|
|
|
—
|
|
|
86
|
|
|||
Net current period other comprehensive loss, net of taxes
|
7,817
|
|
|
7,266
|
|
|
15,083
|
|
|||
Balance at December 31, 2019
|
$
|
936
|
|
|
$
|
7,266
|
|
|
$
|
8,202
|
|
(1)
|
This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 8 — Retirement plans and Note 9 — Postretirement benefits other than pension.
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs; and
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and which require the Company to develop their own assumptions about how market participants price the asset or liability.
|
•
|
Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;
|
•
|
Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts;
|
•
|
Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
|
•
|
Corporate stock is valued primarily at the closing price reported on the active market on which the individual securities are traded.
|
•
|
Investments in direct real estate have been valued by an independent qualified valuation professional in the U.K. using a valuation approach that capitalizes any current or future income streams at an appropriate multiplier. Investments in real estate funds are mainly valued utilizing the net asset valuations provided by the underlying private investment companies or through proprietary models with varying degrees of complexity.
|
•
|
Interests in common/collective trusts and interests in 103-12 investments are primarily equity and fixed income investments valued either through the use of a net asset value as provided monthly by the fund family or fund company or through proprietary models with varying degrees of complexity. Shares in the common/collective trusts are generally redeemable upon request.
|
•
|
Interests in registered investment companies are primarily valued using the published net asset values as quoted through publicly available pricing sources or through proprietary models with varying degrees of complexity. Additionally, the interests are redeemable on request.
|
•
|
Investments in partnerships and joint venture interests classified in Level 3 are valued based on an assessment of each underlying investment, considering items such as expected cash flows, changes in market outlook, and subsequent rounds of financing. These investments are included in Level 3 of the fair value hierarchy because exit prices tend to be unobservable and reliance is placed on the above methods. Most of the partnerships are general leveraged buyout funds, others include a venture capital fund, a fund formed to invest in special credit opportunities, an infrastructure fund and a real estate fund. Interest in partnership investments could be sold on the secondary market but cannot be redeemed. Instead, distributions are received as the underlying assets of the funds are liquidated. There are $7.0 million in unfunded commitments related to partnership/joint venture interests. One of the Plan's investments in partnerships and joint venture interests represents a limited partnership commingled fund valued using the net asset value as reported by the fund manager.
|
•
|
Investments in hedge funds consist of investments that were formed to invest in mortgage and trading opportunities and are valued at the net asset value as reported by the fund managers. Additionally, there is an investment that consists of a fund of hedge funds whose strategy is to produce a return uncorrelated with market movements. This fund is classified as a Level 3 because its valuation is derived from unobservable inputs and a proprietary assessment of the underlying investments. Shares in the hedge funds are generally redeemable twice a year or on the last business day of each quarter with at least 60 days written notice subject to a potential 5% holdback.
|
•
|
Derivatives primarily consist of forward and swap contracts. Forward contracts are valued at the spot rate, plus or minus forward points between the valuation date and maturity date. Swaps are valued at the mid-evaluation price using discounted cash flow models. Items in Level 3 are valued based on the market values of other securities for which they represent a synthetic combination.
|
•
|
Publishing, which consists of our portfolio of local, regional, national, and international newspaper publishers. The results of this segment include local, classified, and national advertising revenues consisting of both print and digital advertising, circulation revenues from the distribution of our publications on our digital platforms, home delivery of our publications, single copy sales, and other revenues from commercial printing and distribution arrangements. The Publishing reportable segment is an aggregation of two operating segments: Domestic Publishing and the U.K.
|
•
|
Marketing Solutions, which is comprised of our digital marketing solutions subsidiaries ReachLocal and UpCurve. The results of this segment include advertising and marketing services revenues through multiple services including search advertising, display advertising, search optimization, social media, website development, web presence products, and software-as-a-service solutions.
|
in thousands
|
Publishing
|
|
Marketing Solutions
|
|
Corporate and Other
|
|
Intersegment Eliminations
|
|
Consolidated
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and marketing services - external sales
|
$
|
819,046
|
|
|
$
|
131,003
|
|
|
$
|
2,595
|
|
|
$
|
—
|
|
|
$
|
952,644
|
|
Advertising and marketing services - intersegment sales
|
78,539
|
|
|
—
|
|
|
—
|
|
|
(78,539
|
)
|
|
—
|
|
|||||
Circulation
|
704,811
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
704,842
|
|
|||||
Commercial printing and other
|
190,256
|
|
|
18,239
|
|
|
1,928
|
|
|
—
|
|
|
210,423
|
|
|||||
Total revenues
|
$
|
1,792,652
|
|
|
$
|
149,242
|
|
|
$
|
4,554
|
|
|
$
|
(78,539
|
)
|
|
$
|
1,867,909
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
268,916
|
|
|
$
|
(3,279
|
)
|
|
$
|
(41,766
|
)
|
|
$
|
—
|
|
|
$
|
223,871
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and marketing services - external sales
|
$
|
704,945
|
|
|
$
|
80,086
|
|
|
$
|
1,546
|
|
|
$
|
—
|
|
|
$
|
786,577
|
|
Advertising and marketing services - intersegment sales
|
68,089
|
|
|
—
|
|
|
—
|
|
|
(68,089
|
)
|
|
—
|
|
|||||
Circulation
|
574,961
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
574,963
|
|
|||||
Commercial printing and other
|
147,129
|
|
|
15,785
|
|
|
1,570
|
|
|
—
|
|
|
164,484
|
|
|||||
Total revenues
|
$
|
1,495,124
|
|
|
$
|
95,871
|
|
|
$
|
3,118
|
|
|
$
|
(68,089
|
)
|
|
$
|
1,526,024
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
220,415
|
|
|
$
|
(6,404
|
)
|
|
$
|
(33,718
|
)
|
|
$
|
—
|
|
|
$
|
180,293
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and marketing services - external sales
|
$
|
666,907
|
|
|
$
|
58,102
|
|
|
$
|
995
|
|
|
$
|
—
|
|
|
$
|
726,004
|
|
Advertising and marketing services - intersegment sales
|
47,221
|
|
|
—
|
|
|
—
|
|
|
(47,221
|
)
|
|
—
|
|
|||||
Circulation
|
474,320
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
474,324
|
|
|||||
Commercial printing and other
|
126,562
|
|
|
13,172
|
|
|
1,942
|
|
|
—
|
|
|
141,676
|
|
|||||
Total revenues
|
$
|
1,315,010
|
|
|
$
|
71,274
|
|
|
$
|
2,941
|
|
|
$
|
(47,221
|
)
|
|
$
|
1,342,004
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
216,482
|
|
|
$
|
(11,463
|
)
|
|
$
|
(39,728
|
)
|
|
$
|
—
|
|
|
$
|
165,291
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
in thousands
|
|
|
|
|
|
||||||
Net income (loss) attributable to Gannett (GAAP basis)
|
$
|
(119,842
|
)
|
|
$
|
18,196
|
|
|
$
|
(915
|
)
|
Income tax expense (benefit)
|
(85,994
|
)
|
|
1,912
|
|
|
481
|
|
|||
Interest expense
|
63,660
|
|
|
36,072
|
|
|
30,476
|
|
|||
Loss on early extinguishment of debt
|
6,058
|
|
|
2,886
|
|
|
4,767
|
|
|||
Other non-operating items, net
|
(9,511
|
)
|
|
(1,554
|
)
|
|
(776
|
)
|
|||
Depreciation and amortization
|
111,882
|
|
|
84,791
|
|
|
74,394
|
|
|||
Integration and reorganization costs
|
47,401
|
|
|
15,011
|
|
|
8,903
|
|
|||
Acquisition costs
|
60,618
|
|
|
2,651
|
|
|
1,975
|
|
|||
Impairment of long-lived assets
|
3,009
|
|
|
1,538
|
|
|
7,142
|
|
|||
Goodwill and mastheads impairment
|
100,743
|
|
|
—
|
|
|
27,448
|
|
|||
Net (gain) loss on sale or disposal of assets
|
4,723
|
|
|
(3,971
|
)
|
|
(1,649
|
)
|
|||
Non-cash compensation
|
11,324
|
|
|
3,156
|
|
|
3,135
|
|
|||
Other items
|
29,800
|
|
|
19,605
|
|
|
9,910
|
|
|||
Adjusted EBITDA (non-GAAP basis)
|
$
|
223,871
|
|
|
$
|
180,293
|
|
|
$
|
165,291
|
|
in thousands, except per share amounts
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 29
|
|
December 31
|
||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
387,599
|
|
|
$
|
404,387
|
|
|
$
|
376,649
|
|
|
$
|
699,274
|
|
Operating income (loss)
|
(1,435
|
)
|
|
12,173
|
|
|
(1,942
|
)
|
|
(155,773
|
)
|
||||
Income (loss) before income taxes
|
(11,309
|
)
|
|
2,272
|
|
|
(11,742
|
)
|
|
(186,405
|
)
|
||||
Net income (loss) attributable to Gannett *
|
(9,106
|
)
|
|
2,815
|
|
|
(18,463
|
)
|
|
(95,088
|
)
|
||||
Earnings (loss) per share - Basic
|
(0.15
|
)
|
|
0.05
|
|
|
(0.31
|
)
|
|
(1.05
|
)
|
||||
Earnings (loss) per share - Diluted
|
(0.15
|
)
|
|
0.05
|
|
|
(0.31
|
)
|
|
(1.05
|
)
|
in thousands, except per share amounts
|
Quarter Ended
|
||||||||||||||
|
April 1
|
|
July 1
|
|
September 30
|
|
December 30
|
||||||||
Year Ended December 30, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
340,765
|
|
|
$
|
388,801
|
|
|
$
|
380,419
|
|
|
$
|
416,039
|
|
Operating income (loss)
|
7,051
|
|
|
23,314
|
|
|
2,570
|
|
|
25,204
|
|
||||
Income (loss) before income taxes
|
(781
|
)
|
|
14,652
|
|
|
(6,112
|
)
|
|
12,260
|
|
||||
Net income (loss) attributable to Gannett *
|
(665
|
)
|
|
11,706
|
|
|
(6,105
|
)
|
|
13,260
|
|
||||
Earnings (loss) per share - Basic
|
(0.01
|
)
|
|
0.20
|
|
|
(0.10
|
)
|
|
0.22
|
|
||||
Earnings (loss) per share - Diluted
|
(0.01
|
)
|
|
0.20
|
|
|
(0.10
|
)
|
|
0.22
|
|
|
Year Ended
|
||||||||||
In thousands
|
December 31, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Management fee expense
|
$
|
10,992
|
|
|
$
|
10,674
|
|
|
$
|
10,622
|
|
Incentive fee expense
|
4,067
|
|
|
11,143
|
|
|
11,654
|
|
|||
Management fees paid
|
11,078
|
|
|
9,619
|
|
|
11,349
|
|
|||
Incentive fees paid
|
6,675
|
|
|
14,129
|
|
|
9,195
|
|
|||
Reimbursement for expenses
|
2,905
|
|
|
2,501
|
|
|
1,567
|
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits.
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
2.5
|
|
Agreement and Plan of Merger, dated as of August 5, 2019, by and among New Media Investment Group Inc., Gannett Co., Inc., Artic Holdings LLC and Artic Acquisition Corp.
|
|
|
2.6
|
|
First Amendment to Agreement and Plan of Merger, dated as of October 29, 2019, by and among New Media Investment Group Inc., Gannett Co., Inc., Artic Holdings LLC and Artic Acquisition Corp.
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company.
|
|
|
3.2
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.
|
|
|
3.3
|
|
Amended and Restated Bylaws of the Company.
|
|
|
4.1
|
|
Indenture (including Form of Note) with respect to 4.750% Convertible Senior Notes due 2024, dated as of April 9, 2018, between Gannett Co., Inc. and U.S. Bank National Association, as trustee.
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of November 19, 2019, by and among Gannett Co. Inc., New Media Investment Group Inc., and U.S. Bank National Association.
|
|
|
4.3
|
|
Form of Registration Rights Agreement between New Media Investment Group Inc. and Omega Advisors, Inc.
|
|
|
4.4
|
|
Registration Rights Agreement, dated as of November 19, 2019, by and among New Media Investment Group Inc. and Certain Stockholders.
|
|
|
4.5
|
|
Global Warrant Certificate of New Media Investment Group Inc. (amended)
|
|
Included in Exhibit 10.32.
|
4.6
|
|
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934.
|
|
|
10.1
|
|
Credit Agreement, dated as of November 19, 2019, by and among Gannett Co., Inc., Gannett Holdings LLC, each person listed as a guarantor on the signature pages thereto, the lenders from time to time party thereto and Cortland Capital Market Services LLC, as collateral agent and administrative agent.
|
|
|
10.2
|
|
Amended and Restated Management and Advisory Agreement, dated August 5, 2019, between New Media Investment Group Inc. and FIG LLC.
|
|
|
10.3
|
|
2020 Omnibus Incentive Compensation Plan, adopted as of February 26, 2020
|
|
|
10.4
|
|
Form of Nonqualified Stock Option Agreement between New Media Investment Group Inc. and Fortress Operating Entity I LP.*
|
|
|
10.5
|
|
Form of Nonqualified Stock Option Agreement between New Media Investment Group Inc. and Fortress Operating Entity I LP.
|
|
Included in Exhibit 10.2
|
10.6
|
|
2015 Omnibus Incentive Compensation Plan.*
|
|
|
10.7
|
|
Amendment No. 1 to 2015 Omnibus Incentive Compensation Plan.*
|
|
|
10.8
|
|
Amendment No. 2 to 2015 Omnibus Incentive Compensation Plan.*
|
|
|
10.9
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement (2019).*
|
|
|
10.10
|
|
Form of Executive Officer Performance Share Unit Award Agreement (2019).*
|
|
|
10.11
|
|
Form of Executive Officer Performance Unit Award Agreement (2019).*
|
|
|
10.12
|
|
2015 Change in Control Severance Plan, as amended.
|
|
|
10.13
|
|
Amended and Restated Executive Severance Plan, effective as of December 7, 2018.
|
|
|
10.14
|
|
Offer Letter of Employment, dated August 4, 2019, by and between Gannett Co., Inc. and Paul J. Bascobert.
|
|
|
10.15
|
|
Transition Services Agreement, dated as of January 6, 2020, by and between Gannett Co. Inc. and Allison K. Engel.*
|
|
|
10.16
|
|
Employment Retention Agreement, dated as of January 15, 2019, by and between Gannett Co., Inc. and Alison K. Engel.*
|
|
|
10.17
|
|
Amended and Restated 401(k) Savings Plan of Gannett Co. Inc. as of January 1, 2019.
|
|
|
10.18
|
|
Amendment No. 1 to 401(k) Savings Plan of Gannett Co. Inc. as of January 1, 2019.
|
|
|
10.19
|
|
2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.*
|
|
|
10.20
|
|
Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.*
|
|
|
10.21
|
|
Amendment No. 2 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.*
|
|
|
10.22
|
|
Amendment No. 3 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.*
|
|
|
10.23
|
|
Amendment No. 6 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.
|
|
|
10.24
|
|
2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
10.25
|
|
Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
10.26
|
|
Amendment No. 2 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
10.27
|
|
Amendment No. 3 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
10.28
|
|
Amendment No. 4 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
10.29
|
|
Amendment No. 5 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
10.30
|
|
Amendment No. 6 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.
|
|
|
10.31
|
|
Form of Indemnification Agreement to be entered into by New Media Investment Group Inc. with each of its executive officers and directors.
|
|
|
10.32
|
|
Amended and Restated Warrant Agreement dated January 15, 2014 between New Media Investment Group Inc. and American Stock & Transfer Company, LLC.
|
|
|
21.1
|
|
List of subsidiaries.
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(d) Certification of Principal Executive Officer under the Securities Exchange Act of 1934.
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(d) Certification of Principal Financial Officer under the Securities Exchange Act of 1934.
|
|
|
32.1
|
|
Section 1350 Certification of Principal Executive Officer.
|
|
|
32.2
|
|
Section 1350 Certification of Principal Financial Officer.
|
|
|
101
|
|
The following financial information from Gannett Co., Inc. Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL includes: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income and Comprehensive Income (Loss); (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Equity; and (v) the Notes to Consolidated Financial Statements.
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Filed herewith.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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Filed herewith.
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*
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Asterisks identify management contracts and compensatory plans or arrangements.
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Dated: March 2, 2020
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GANNETT CO., INC. (Registrant)
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By:
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/s/ Alison K. Engel
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Alison K. Engel
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Chief Financial Officer and
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Chief Accounting Officer (principal financial officer)
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Dated: March 2, 2020
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/s/ Michael E. Reed
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Michael E. Reed
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Chief Executive Officer and
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President (principal executive officer)
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Dated: March 2, 2020
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/s/ Alison K. Engel
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Alison K. Engel
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Chief Financial Officer and
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Chief Accounting Officer (principal financial officer)
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Dated: March 2, 2020
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/s/ Mayur Gupta
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Mayur Gupta, Director
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Dated: March 2, 2020
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/s/ Theodore Janulis
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Theodore Janulis, Director
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Dated: March 2, 2020
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/s/ John Jeffry Louis
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John Jeffry Louis, Director
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Dated: March 2, 2020
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/s/ Maria Miller
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Maria Miller, Director
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Dated: March 2, 2020
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/s/ Michael E. Reed
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Michael E. Reed
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Director, Chairman
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Dated: March 2, 2020
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/s/ Kevin Sheehan
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Kevin Sheehan, Director
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Dated: March 2, 2020
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/s/ Laurence Tarica
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Laurence Tarica, Director
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Dated: March 2, 2020
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/s/ Barbara Wall
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Barbara Wall, Director
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•
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restricting dividends in respect of our common stock;
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•
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diluting the voting power of our common stock or providing that holders of preferred stock have the right to vote on matters as a class;
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•
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impairing the liquidation rights of our common stock; or
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•
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delaying or preventing a change of control of us.
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•
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the Fortress Stockholders have the right to, and have no duty to abstain from, exercising such right to, engage or invest in the same or similar business as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees;
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•
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if the Fortress Stockholders or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to present, communicate or offer such corporate opportunity to us, our stockholders or affiliates;
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•
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we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and
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•
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in the event that any of our directors and officers who is also a director, officer or employee of any of the Fortress Stockholders acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if any of the Fortress Stockholders pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us.
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1
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Purpose 1
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Definitions 1
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4
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Administration 4
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Duties and Powers of Committee 4
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Majority Rule 4
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Delegation of Authority 5
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Compensation; Professional Assistance; Good Faith Actions 5
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5
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Number of and Source of Shares 5
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Unrealized Awards 5
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Adjustment of Awards 6
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6
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6
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Stock Options 6
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Stock Appreciation Rights 7
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Restricted Stock 7
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Performance Awards 8
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5.5
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Other Awards 8
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8
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Terms of Award Agreements 8
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Section 7 AMENDMENT AND TERMINATION
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9
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Section 8 UNFUNDED STATUS OF PLAN
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10
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Section 9 GENERAL PROVISIONS
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10
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9.1
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Securities Laws Compliance 10
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9.2
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Certificate Legends 10
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9.3
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Transfer Restrictions 10
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9.4
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Company Actions; No Right to Employment 10
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9.5
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Section 409A of the Code 11
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9.6
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Payment of Taxes 11
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9.7
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Governing Law 11
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Section 10 EFFECTIVE DATE OF PLAN
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11
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Section 11 TERM OF PLAN
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11
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GateHouse Legacy – 12-31-19
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NAME OF ENTITY
|
American Influencer Awards, LLC
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Arctic Acquisition Corp.
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Arctic Holdings LLC
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Arizona News Service, LLC
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BridgeTower Media DLN, LLC
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BridgeTower Media Holding Company
|
BridgeTower Media, LLC
|
CA Alabama Holdings, Inc.
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CA Florida Holdings, LLC
|
CA Louisiana Holdings, Inc.
|
CA Massachusetts Holdings, Inc.
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CA North Carolina Holdings, Inc.
|
CA South Carolina Holdings, Inc.
|
Copley Ohio Newspapers, Inc.
|
Cummings Acquisition, LLC
|
CyberInk, LLC
|
Daily Journal of Commerce, Inc.
|
Daily Reporter Publishing Company
|
DB Acquisition, Inc.
|
DB Arkansas Holdings, Inc.
|
DB Iowa Holdings, Inc.
|
DB North Carolina Holdings, Inc.
|
DB Oklahoma Holdings, Inc.
|
DB Tennessee Holdings, Inc.
|
DB Texas Holdings, Inc.
|
DB Washington Holdings, Inc.
|
Dolco Acquisition, LLC
|
ENHE Acquisition, LLC
|
EnMotive Company LLC
|
Enterprise NewsMedia Holding, LLC
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Enterprise NewsMedia, LLC
|
Enterprise Publishing Company, LLC
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Finance and Commerce, Inc.
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Gannett Holdings LLC
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GateHouse Legacy – 12-31-19
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Gannett Media Corp.
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GateHouse Live, LLC
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GateHouse Media Alaska Holdings, Inc.
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GateHouse Media Arkansas Holdings, Inc.
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GateHouse Media California Holdings, Inc.
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GateHouse Media Colorado Holdings, Inc.
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GateHouse Media Connecticut Holdings, Inc.
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GateHouse Media Corning Holdings, Inc.
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GateHouse Media Delaware Holdings, Inc.
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GateHouse Media Directories Holdings, Inc.
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GateHouse Media Freeport Holdings, Inc.
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GateHouse Media Georgia Holdings, Inc.
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GateHouse Media Holdco, LLC
|
GateHouse Media Illinois Holdings II, Inc.
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GateHouse Media Illinois Holdings, Inc.
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GateHouse Media Indiana Holdings, Inc.
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GateHouse Media Intermediate Holdco, LLC
|
GateHouse Media Iowa Holdings, Inc.
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GateHouse Media Kansas Holdings II, Inc.
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GateHouse Media Kansas Holdings, Inc.
|
GateHouse Media Lansing Printing, Inc.
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GateHouse Media Louisiana Holdings, Inc.
|
GateHouse Media Macomb Holdings, Inc.
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GateHouse Media Management Services, Inc.
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GateHouse Media Maryland Holdings, Inc.
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GateHouse Media Massachusetts I, Inc.
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GateHouse Media Massachusetts II, Inc.
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GateHouse Media Michigan Holdings II, Inc.
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GateHouse Media Michigan Holdings, Inc.
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GateHouse Media Minnesota Holdings, Inc.
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GateHouse Media Missouri Holdings II, Inc.
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GateHouse Media Missouri Holdings, Inc.
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GateHouse Media Nebraska Holdings, Inc.
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GateHouse Media New York Holdings, Inc.
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GateHouse Media North Dakota Holdings, Inc.
|
GateHouse Media Ohio Holdings II, Inc.
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GateHouse Media Ohio Holdings, Inc.
|
GateHouse Media Oklahoma Holdings, Inc.
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GateHouse Media Operating, LLC
|
GateHouse Legacy – 12-31-19
|
GateHouse Media Oregon Holdings, Inc.
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GateHouse Media Pennsylvania Holdings, Inc.
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GateHouse Media South Dakota Holdings, Inc.
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GateHouse Media Suburban Newspapers, Inc.
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GateHouse Media Tennessee Holdings, Inc.
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GateHouse Media Texas Holdings, Inc.
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GateHouse Media Texas Holdings II, Inc.
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GateHouse Media Virginia Holdings, Inc.
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GateHouse Media, LLC
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George W. Prescott Publishing Company, LLC
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Giddyup Events LLC
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Idaho Business Review, LLC
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Lawyers Weekly, LLC
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Liberty SMC, L.L.C.
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LMG Maine Holdings, Inc.
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LMG Massachusetts, Inc.
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LMG National Publishing, Inc.
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LMG Rhode Island Holdings, Inc.
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LMG Stockton, Inc.
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Local Media Group Holdings LLC
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Local Media Group, Inc.
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Loco Sports LLC
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Long Island Business News, LLC
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Low Realty, LLC
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LRT Four Hundred, LLC
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Milwaukee Marathon LLC
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Mineral Daily News Tribune, Inc.
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Missouri Lawyers Media, LLC
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New Media Holdings I LLC
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New Media Holdings II LLC
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New Media Ventures Group LLC
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New Orleans Publishing Group, L.L.C.
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News Leader, Inc.
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NOPG, L.L.C.
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Rugged Events Canada LTD
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Rugged Events Holding LLC
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Rugged Races LLC
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Seacoast Newspapers, Inc.
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SureWest Directories
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GateHouse Legacy – 12-31-19
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Terry Newspapers, Inc.
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The Daily Record Company, LLC
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The Inquirer and Mirror, Inc.
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The Journal Record Publishing Co., LLC
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The Mail Tribune, Inc.
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The Nickel of Medford, Inc.
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The NWS Company, LLC
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The Peoria Journal Star, Inc.
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ThriveHive, Inc.
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UpCurve, Inc.
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UpCurve Cloud LLC
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W-Systems Corp.
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Gannett Legacy 2-4-2020
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NAME OF ENTITY
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Action Advertising, Inc.
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Alexandria Newspapers, Inc.
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Baxter County Newspapers, Inc.
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Bizzy, Inc.
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Boat Spinco, Inc.
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Citizen Publishing Company
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DealOn, LLC
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Des Moines Press Citizen LLC
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Des Moines Register and Tribune Company
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Desert Sun Publishing, LLC
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Desk Spinco, Inc.
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Detroit Free Press, Inc.
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DiGiCol, Inc.
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Evansville Courier Company Inc.
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Federated Publications, Inc.
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FoodBlogs, LLC
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Gannett Co., Inc.
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Gannett GP Media, Inc.
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Gannett International Communications, Inc.
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Gannett International Finance LLC
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Gannett Media Services, LLC
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Gannett MHC Media, Inc.
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Gannett Missouri Publishing, Inc.
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Gannett Publishing Services, LLC
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Gannett Retail Advertising Group, Inc.
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Gannett River States Publishing Corporation
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Gannett Satellite Information Network, LLC
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Gannett Supply Corporation
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Gannett UK Media, LLC
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Gannett Vermont Insurance, Inc.
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Gannett Vermont Publishing, Inc.
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GCCC, LLC
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GCOE, LLC
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GFHC, LLC
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GNSS LLC
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Grateful Media, LLC
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Guam Publications, Incorporation (Pacific Daily News)
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Imagn Content Services, LLC
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Indiana Newspapers, LLC
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Journal Community Publishing Group, Inc.
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Journal Media Group, Inc.
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Journal Sentinel Inc.
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Kickserv, Inc.
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LocalIQ, LLC
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Memphis Publishing Company
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Multimedia, Inc.
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Pacific Media, Inc.
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Phoenix Newspapers, Inc.
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Press-Citizen Company Inc.
|
ReachLocal Canada, Inc.
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ReachLocal DP, Inc.
|
ReachLocal International GP LLC
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ReachLocal International, Inc.
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ReachLocal, Inc.
|
Reno Newspapers, Inc.
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Salinas Newspapers LLC
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Scripps NP Operating, LLC
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Sedona Publishing Company, Inc.
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State-Kilbourn Holdings, LLC
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Texas-New Mexico Newspapers, LLC
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Thanksgiving Ventures, LLC
|
The Advertiser Company
|
The Courier-Journal, Inc.
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The Desert Sun Publishing Co.
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The Sun Company of San Bernardino, California LLC
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The Times Herald Company
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The York Newspaper Company
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USA Today Sports Media Group, LLC
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Visalia Newspapers LLC
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Wordstream, Inc.
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x.com, Inc.
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York Daily Record-York Sunday News LLC
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York Dispatch LLC
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York Newspapers Holdings, L.P.
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York Newspapers Holdings, LLC
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York Partnership Holdings, LLC
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Gannett International Finance LLP
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Gannett International Holdings LLP
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Gannett U.K. Limited
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Newsquest Capital Limited
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Newsquest Limited
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ReachLocal Australia Pty Ltd
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SweetIQ Analytics Corp.
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Detroit Newspapers Partnership, L.P.
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Newsquest Media Group Limited
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CN Group Limited
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CN Group Property Limited
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Cumbrian Newspapers Limited
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Furness Newspapers Limited
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J. Catherall & Co. (Printers) Limited
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ReachLocal Services Private Limited
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ReachLocal New Zealand Ltd.
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ReachLocal Mexico S. de R.L. de C.V.
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RL International Investment C.V.
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ReachLocal Europe B.V.
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ReachLocal GmbH
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Newsquest (Berkshire) Limited
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Newsquest (Clyde & Forth Press) Limited
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Newsquest (Essex) Limited
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Newsquest (Herald & Times) Limited
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Newsquest (Herts and Bucks) Limited
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Newsquest (London & Essex) Limited
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Newsquest (Midlands South) Limited
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Newsquest (Oxfordshire & Wiltshire) Limited
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Newsquest (York) Limited
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Newsquest Media (Southern) Limited
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Newsquest Pension Trustee Limited
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Newsquest Printing (Glasgow) Limited
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Newsquest Specialist Media Limited
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Forest Machine Journal Limited
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Sopress Investments Limited
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This is Essex Limited
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WP Publishing
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William Trimble Limited
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LocaliQ Limited
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Partridge Printers Limited
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1.
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I have reviewed this annual report on Form 10-K of Gannett Co., Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Michael E. Reed
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Michael E. Reed
President and Chief Executive Officer (principal executive officer)
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1.
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I have reviewed this annual report on Form 10-K of Gannett Co., Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Alison K. Engel
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Alison K. Engel
Chief Financial Officer (principal financial officer)
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/s/ Michael E. Reed
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Michael E. Reed
President and Chief Executive Officer (principal executive officer)
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/s/ Alison K. Engel
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Alison K. Engel
Chief Financial Officer (principal financial officer)
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