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 | ||||||||||||
Preferred Stock Purchase Rights | N/A | The New York Stock Exchange |
Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | ||||||||
Non-Accelerated Filer | ☐ | Smaller Reporting Company | ☐ | ||||||||
Emerging Growth Company | ☐ |
In thousands, except share data | June 30, 2022 | December 31, 2021 | |||||||||
Assets | (Unaudited) | ||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 87,331 | $ | 130,756 | |||||||
Accounts receivable, net of allowance for doubtful accounts of $11,967 and $16,470 as of June 30, 2022 and December 31, 2021, respectively | 289,813 | 328,733 | |||||||||
Inventories | 34,981 | 37,662 | |||||||||
Prepaid expenses and other current assets | 75,392 | 80,110 | |||||||||
Total current assets | 487,517 | 577,261 | |||||||||
Property, plant and equipment, net of accumulated depreciation of $359,248 and $336,500 as of June 30, 2022 and December 31, 2021, respectively | 372,375 | 415,384 | |||||||||
Operating lease assets | 257,361 | 271,935 | |||||||||
Goodwill | 540,491 | 533,709 | |||||||||
Intangible assets, net | 666,678 | 713,153 | |||||||||
Deferred tax assets | — | 32,399 | |||||||||
Pension and other assets | 329,228 | 284,228 | |||||||||
Total assets | $ | 2,653,650 | $ | 2,828,069 | |||||||
Liabilities and equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable and accrued liabilities | $ | 320,699 | $ | 357,014 | |||||||
Deferred revenue | 174,112 | 184,838 | |||||||||
Current portion of long-term debt | 60,846 | 69,456 | |||||||||
Other current liabilities | 49,699 | 51,218 | |||||||||
Total current liabilities | 605,356 | 662,526 | |||||||||
Long-term debt | 760,954 | 769,446 | |||||||||
Convertible debt | 399,319 | 393,354 | |||||||||
Deferred tax liabilities | 10,702 | 28,812 | |||||||||
Pension and other postretirement benefit obligations | 67,554 | 71,937 | |||||||||
Long-term operating lease liabilities | 242,262 | 254,969 | |||||||||
Other long-term liabilities | 109,595 | 117,410 | |||||||||
Total noncurrent liabilities | 1,590,386 | 1,635,928 | |||||||||
Total liabilities | 2,195,742 | 2,298,454 | |||||||||
Commitments and contingent liabilities (See Note 11) | |||||||||||
Equity | |||||||||||
Preferred stock, $0.01 par value per share, 300,000 shares authorized, of which 150,000 shares are designated as Series A Junior Participating Preferred Stock, none of which were issued and outstanding at June 30, 2022 and December 31, 2021 | — | — | |||||||||
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 152,597,534 shares issued and 146,787,563 shares outstanding at June 30, 2022; 144,667,389 shares issued and 142,299,399 shares outstanding at December 31, 2021 | 1,526 | 1,446 | |||||||||
Treasury stock, at cost, 5,809,971 shares and 2,367,990 shares at June 30, 2022 and December 31, 2021, respectively | (14,700) | (8,151) | |||||||||
Additional paid-in capital | 1,402,652 | 1,400,206 | |||||||||
Accumulated deficit | (978,054) | (921,399) | |||||||||
Accumulated other comprehensive income | 46,747 | 59,998 | |||||||||
Total Gannett stockholders equity | 458,171 | 532,100 | |||||||||
Noncontrolling interests | (263) | (2,485) | |||||||||
Total equity | 457,908 | 529,615 | |||||||||
Total liabilities and equity | $ | 2,653,650 | $ | 2,828,069 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands, except per share amounts | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Advertising and marketing services | $ | 383,609 | $ | 420,110 | $ | 758,723 | $ | 808,467 | |||||||||||||||
Circulation | 274,624 | 310,259 | 563,226 | 635,696 | |||||||||||||||||||
Other | 90,427 | 73,906 | 174,788 | 137,196 | |||||||||||||||||||
Total operating revenues | 748,660 | 804,275 | 1,496,737 | 1,581,359 | |||||||||||||||||||
Operating costs | 476,002 | 473,172 | 945,887 | 950,970 | |||||||||||||||||||
Selling, general and administrative expenses | 227,836 | 222,904 | 449,673 | 426,588 | |||||||||||||||||||
Depreciation and amortization | 49,530 | 48,242 | 97,313 | 106,345 | |||||||||||||||||||
Integration and reorganization costs | 15,745 | 8,444 | 27,143 | 21,848 | |||||||||||||||||||
Asset impairments | 85 | — | 939 | 833 | |||||||||||||||||||
Loss (gain) on sale or disposal of assets, net | 372 | 5,294 | (2,432) | 10,039 | |||||||||||||||||||
Other operating expenses | 314 | 774 | 1,416 | 11,350 | |||||||||||||||||||
Total operating expenses | 769,884 | 758,830 | 1,519,939 | 1,527,973 | |||||||||||||||||||
Operating income (loss) | (21,224) | 45,445 | (23,202) | 53,386 | |||||||||||||||||||
Interest expense | 26,084 | 35,264 | 52,090 | 74,767 | |||||||||||||||||||
Loss on early extinguishment of debt | 749 | 2,834 | 3,492 | 22,235 | |||||||||||||||||||
Non-operating pension income | (18,160) | (23,906) | (36,373) | (47,784) | |||||||||||||||||||
Loss on convertible notes derivative | — | — | — | 126,600 | |||||||||||||||||||
Other non-operating expense (income), net | 1,645 | (1,148) | (160) | (3,023) | |||||||||||||||||||
Non-operating expenses | 10,318 | 13,044 | 19,049 | 172,795 | |||||||||||||||||||
Income (loss) before income taxes | (31,542) | 32,401 | (42,251) | (119,409) | |||||||||||||||||||
Provision for income taxes | 22,158 | 17,692 | 14,551 | 8,583 | |||||||||||||||||||
Net income (loss) | (53,700) | 14,709 | (56,802) | (127,992) | |||||||||||||||||||
Net loss attributable to noncontrolling interests(a) | (12) | (406) | (147) | (791) | |||||||||||||||||||
Net income (loss) attributable to Gannett | $ | (53,688) | $ | 15,115 | $ | (56,655) | $ | (127,201) | |||||||||||||||
Income (loss) per share attributable to Gannett - basic | $ | (0.39) | $ | 0.11 | $ | (0.41) | $ | (0.95) | |||||||||||||||
Income (loss) per share attributable to Gannett - diluted | $ | (0.39) | $ | 0.10 | $ | (0.41) | $ | (0.95) | |||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||
Foreign currency translation adjustments | $ | (15,648) | $ | 1,750 | $ | (23,204) | $ | 4,787 | |||||||||||||||
Pension and other postretirement benefit items: | |||||||||||||||||||||||
Net actuarial gain (loss) | 12,786 | (1,426) | 10,990 | (300) | |||||||||||||||||||
Amortization of net actuarial (gain) loss | (217) | (5) | (249) | 15 | |||||||||||||||||||
Other | 1,469 | (292) | 2,005 | (846) | |||||||||||||||||||
Total pension and other postretirement benefit items | 14,038 | (1,723) | 12,746 | (1,131) | |||||||||||||||||||
Other comprehensive income (loss) before tax | (1,610) | 27 | (10,458) | 3,656 | |||||||||||||||||||
Income tax expense (benefit) related to components of other comprehensive income (loss) | 3,250 | (390) | 2,793 | (184) | |||||||||||||||||||
Other comprehensive income (loss), net of tax | (4,860) | 417 | (13,251) | 3,840 | |||||||||||||||||||
Comprehensive income (loss) | (58,560) | 15,126 | (70,053) | (124,152) | |||||||||||||||||||
Comprehensive loss attributable to noncontrolling interests(a) | (12) | (406) | (147) | (791) | |||||||||||||||||||
Comprehensive income (loss) attributable to Gannett | $ | (58,548) | $ | 15,532 | $ | (69,906) | $ | (123,361) |
Six months ended June 30, | |||||||||||
In thousands | 2022 | 2021 | |||||||||
Operating activities | |||||||||||
Net loss | $ | (56,802) | $ | (127,992) | |||||||
Adjustments to reconcile net loss to operating cash flows: | |||||||||||
Depreciation and amortization | 97,313 | 106,345 | |||||||||
Share-based compensation expense | 8,778 | 9,202 | |||||||||
Non-cash interest expense | 10,641 | 11,531 | |||||||||
Loss (gain) on sale or disposal of assets, net | (2,432) | 10,039 | |||||||||
Loss on convertible notes derivative | — | 126,600 | |||||||||
Loss on early extinguishment of debt | 3,492 | 22,235 | |||||||||
Asset impairments | 939 | 833 | |||||||||
Pension and other postretirement benefit obligations | (51,353) | (78,038) | |||||||||
Change in other assets and liabilities, net | (8,888) | 11,832 | |||||||||
Cash provided by operating activities | 1,688 | 92,587 | |||||||||
Investing activities | |||||||||||
Acquisitions, net of cash acquired | (15,432) | — | |||||||||
Purchase of property, plant and equipment | (23,292) | (15,821) | |||||||||
Proceeds from sale of real estate and other assets | 29,623 | 23,341 | |||||||||
Change in other investing activities | (548) | (335) | |||||||||
Cash provided by (used for) investing activities | (9,649) | 7,185 | |||||||||
Financing activities | |||||||||||
Payments of deferred financing costs | (957) | (33,921) | |||||||||
Borrowings under term loans | 80,000 | 1,045,000 | |||||||||
Repayments under term loans | (74,879) | (1,129,605) | |||||||||
Repayments of long-term debt | (30,000) | — | |||||||||
Acquisition of noncontrolling interests | (2,050) | — | |||||||||
Treasury stock | (6,529) | (2,030) | |||||||||
Changes in other financing activities | (632) | (423) | |||||||||
Cash used for financing activities | (35,047) | (120,979) | |||||||||
Effect of currency exchange rate change on cash | (1,140) | 625 | |||||||||
Decrease in cash, cash equivalents and restricted cash | (44,148) | (20,582) | |||||||||
Cash, cash equivalents and restricted cash at beginning of period | 143,619 | 206,726 | |||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 99,471 | $ | 186,144 |
Three months ended June 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Treasury stock | Non-controlling interest(a) | ||||||||||||||||||||||||||||||||||||||||||||||||
In thousands | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2022 | 151,017 | $ | 1,510 | $ | 1,397,516 | $ | 51,607 | $ | (924,366) | 3,188 | $ | (11,290) | $ | (251) | $ | 514,726 | |||||||||||||||||||||||||||||||||||||
Net loss attributable to Gannett | — | — | — | — | (53,688) | — | — | (12) | (53,700) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted stock awards settled, net of withholdings | — | — | (18) | — | — | — | — | — | (18) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted share grants | 1,303 | 13 | (13) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net(b) | — | — | — | (4,860) | — | — | — | — | (4,860) | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | 5,385 | — | — | — | — | — | 5,385 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 278 | 3 | 23 | — | — | — | — | — | 26 | ||||||||||||||||||||||||||||||||||||||||||||
Treasury stock | — | — | — | — | — | 863 | (3,391) | — | (3,391) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted share forfeiture | — | — | — | — | — | 1,759 | (19) | — | (19) | ||||||||||||||||||||||||||||||||||||||||||||
Other activity | — | — | (241) | — | — | — | — | — | (241) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2022 | 152,598 | $ | 1,526 | $ | 1,402,652 | $ | 46,747 | $ | (978,054) | 5,810 | $ | (14,700) | $ | (263) | $ | 457,908 |
Three months ended June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Treasury stock | Non-controlling interest(a) | ||||||||||||||||||||||||||||||||||||||||||||||||
In thousands | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2021 | 144,444 | $ | 1,444 | $ | 1,421,977 | $ | 53,596 | $ | (928,753) | 1,902 | $ | (6,612) | $ | — | $ | 541,652 | |||||||||||||||||||||||||||||||||||||
Net income attributable to Gannett | — | — | — | — | 15,115 | — | — | — | 15,115 | ||||||||||||||||||||||||||||||||||||||||||||
Restricted stock awards settled, net of withholdings | 5 | — | (11) | — | — | — | — | — | (11) | ||||||||||||||||||||||||||||||||||||||||||||
Equity component - 2027 Notes | — | — | (32,534) | — | — | — | — | — | (32,534) | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net(b) | — | — | — | 417 | — | — | — | — | 417 | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | 5,779 | — | — | — | — | — | 5,779 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 190 | 2 | — | — | — | — | — | — | 2 | ||||||||||||||||||||||||||||||||||||||||||||
Treasury stock | — | — | — | — | — | 63 | (323) | — | (323) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted share forfeiture | — | — | — | — | — | 50 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Other activity | — | — | (20) | — | — | — | — | — | (20) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2021 | 144,639 | $ | 1,446 | $ | 1,395,191 | $ | 54,013 | $ | (913,638) | 2,015 | $ | (6,935) | $ | — | $ | 530,077 |
Six months ended June 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Treasury stock | Non-controlling interest(a) | ||||||||||||||||||||||||||||||||||||||||||||||||
In thousands | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2021 | 144,667 | $ | 1,446 | $ | 1,400,206 | $ | 59,998 | $ | (921,399) | 2,368 | $ | (8,151) | $ | (2,485) | $ | 529,615 | |||||||||||||||||||||||||||||||||||||
Net loss attributable to Gannett | — | — | — | — | (56,655) | — | — | (147) | (56,802) | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition of noncontrolling interests | — | — | (4,419) | — | — | — | — | 2,369 | (2,050) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted stock awards settled, net of withholdings | 615 | 7 | (1,559) | — | — | — | — | — | (1,552) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted share grants | 7,031 | 70 | (70) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net(c) | — | — | — | (13,251) | — | — | — | — | (13,251) | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | 8,778 | — | — | — | — | — | 8,778 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 285 | 3 | 85 | — | — | — | — | — | 88 | ||||||||||||||||||||||||||||||||||||||||||||
Treasury stock | — | — | — | — | — | 1,555 | (6,529) | — | (6,529) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted share forfeiture | — | — | — | — | — | 1,887 | (20) | — | (20) | ||||||||||||||||||||||||||||||||||||||||||||
Other activity | — | — | (369) | — | — | — | — | — | (369) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2022 | 152,598 | $ | 1,526 | $ | 1,402,652 | $ | 46,747 | $ | (978,054) | 5,810 | $ | (14,700) | $ | (263) | $ | 457,908 |
Six months ended June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Treasury stock | Non-controlling interest(a) | ||||||||||||||||||||||||||||||||||||||||||||||||
In thousands | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 30, 2020 | 139,495 | $ | 1,395 | $ | 1,103,881 | $ | 50,173 | $ | (786,437) | 1,392 | $ | (4,903) | $ | — | $ | 364,109 | |||||||||||||||||||||||||||||||||||||
Net loss attributable to Gannett | — | — | — | — | (127,201) | — | — | — | (127,201) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted stock awards settled, net of withholdings | 1,062 | 10 | (1,906) | — | — | — | — | — | (1,896) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted share grants | 3,878 | 39 | (39) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Equity component - 2027 Notes | — | — | 283,718 | — | — | — | — | — | 283,718 | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net(c) | — | — | — | 3,840 | — | — | — | — | 3,840 | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | 9,202 | — | — | — | — | — | 9,202 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 204 | 2 | 61 | — | — | — | — | — | 63 | ||||||||||||||||||||||||||||||||||||||||||||
Remeasurement of redeemable noncontrolling interests | — | — | 126 | — | — | — | — | — | 126 | ||||||||||||||||||||||||||||||||||||||||||||
Treasury stock | — | — | — | — | — | 393 | (2,030) | — | (2,030) | ||||||||||||||||||||||||||||||||||||||||||||
Restricted share forfeiture | — | — | — | — | — | 230 | (2) | — | (2) | ||||||||||||||||||||||||||||||||||||||||||||
Other activity | — | — | 148 | — | — | — | — | — | 148 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2021 | 144,639 | $ | 1,446 | $ | 1,395,191 | $ | 54,013 | $ | (913,638) | 2,015 | $ | (6,935) | $ | — | $ | 530,077 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Print advertising | $ | 173,453 | $ | 200,925 | $ | 346,971 | $ | 394,121 | |||||||||||||||
Digital advertising and marketing services | 210,156 | 219,185 | 411,752 | 414,346 | |||||||||||||||||||
Total advertising and marketing services | 383,609 | 420,110 | 758,723 | 808,467 | |||||||||||||||||||
Circulation | 274,624 | 310,259 | 563,226 | 635,696 | |||||||||||||||||||
Other | 90,427 | 73,906 | 174,788 | 137,196 | |||||||||||||||||||
Total revenues | $ | 748,660 | $ | 804,275 | $ | 1,496,737 | $ | 1,581,359 |
Six months ended June 30, 2022 | Six months ended June 30, 2021 | ||||||||||||||||||||||||||||||||||
In thousands | Advertising, marketing services, and other | Circulation | Total | Advertising, marketing services, and other | Circulation | Total | |||||||||||||||||||||||||||||
Beginning balance | $ | 60,665 | $ | 124,173 | $ | 184,838 | $ | 51,686 | $ | 134,321 | $ | 186,007 | |||||||||||||||||||||||
Acquisition | — | 2,388 | 2,388 | — | — | — | |||||||||||||||||||||||||||||
Cash receipts | 140,331 | 489,333 | 629,664 | 132,167 | 512,262 | 644,429 | |||||||||||||||||||||||||||||
Revenue recognized | (149,353) | (493,425) | (642,778) | (130,545) | (515,272) | (645,817) | |||||||||||||||||||||||||||||
Ending balance | $ | 51,643 | $ | 122,469 | $ | 174,112 | $ | 53,308 | $ | 131,311 | $ | 184,619 |
Six months ended June 30, | |||||||||||
In thousands | 2022 | 2021 | |||||||||
Beginning balance | $ | 16,470 | $ | 20,843 | |||||||
Current period provision | 1,629 | 681 | |||||||||
Write-offs charged against the allowance | (8,503) | (5,943) | |||||||||
Recoveries of amounts previously written-off | 1,994 | 2,296 | |||||||||
Other | 377 | 78 | |||||||||
Ending balance | $ | 11,967 | $ | 17,955 |
June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||||
In thousands | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||||||||||||||
Finite-lived intangible assets: | |||||||||||||||||||||||||||||||||||
Advertiser relationships | $ | 453,993 | $ | 174,834 | $ | 279,159 | $ | 453,038 | $ | 153,988 | $ | 299,050 | |||||||||||||||||||||||
Other customer relationships | 102,437 | 40,662 | 61,775 | 102,486 | 35,237 | 67,249 | |||||||||||||||||||||||||||||
Subscriber relationships | 253,798 | 114,555 | 139,243 | 254,162 | 99,905 | 154,257 | |||||||||||||||||||||||||||||
Other intangible assets | 68,780 | 50,752 | 18,028 | 68,690 | 44,291 | 24,399 | |||||||||||||||||||||||||||||
Sub-total | $ | 879,008 | $ | 380,803 | $ | 498,205 | $ | 878,376 | $ | 333,421 | $ | 544,955 | |||||||||||||||||||||||
Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||||||||
Mastheads | 168,473 | 168,198 | |||||||||||||||||||||||||||||||||
Total intangible assets | $ | 666,678 | $ | 713,153 | |||||||||||||||||||||||||||||||
Goodwill | $ | 540,491 | $ | 533,709 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Gannett Media | $ | 10,595 | $ | 1,405 | $ | 15,772 | $ | 8,184 | |||||||||||||||
Digital Marketing Solutions | 140 | (24) | 149 | (81) | |||||||||||||||||||
Corporate and other | 902 | (252) | 1,076 | 123 | |||||||||||||||||||
Total | $ | 11,637 | $ | 1,129 | $ | 16,997 | $ | 8,226 |
In thousands | Severance and related costs | ||||
Beginning balance | $ | 12,558 | |||
Restructuring provision included in integration and reorganization costs | 16,997 | ||||
Cash payments | (13,124) | ||||
Ending balance | $ | 16,431 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Gannett Media | $ | 446 | $ | (1,602) | $ | 990 | $ | (1,055) | |||||||||||||||
Digital Marketing Solutions | 153 | 228 | 295 | 451 | |||||||||||||||||||
Corporate and other | 3,509 | 8,689 | 8,861 | 14,226 | |||||||||||||||||||
Total | $ | 4,108 | $ | 7,315 | $ | 10,146 | $ | 13,622 |
June 30, 2022 | December 31, 2021 | |||||||||||||||||||||||||
(in millions) | Principal balance | Unamortized original issue discount | Unamortized deferred financing costs | Carrying value | Principal balance | Unamortized original issue discount | Unamortized deferred financing costs | Carrying value | ||||||||||||||||||
New Senior Secured Term Loan | $ | 485.2 | $ | (10.9) | $ | (2.3) | $ | 472.0 | $ | 480.1 | $ | (14.1) | $ | (2.7) | $ | 463.3 | ||||||||||
2026 Senior Notes | 370.0 | (11.3) | (8.9) | 349.8 | 400.0 | (13.7) | (10.7) | 375.6 | ||||||||||||||||||
2027 Notes | 485.3 | (87.4) | (1.9) | 396.0 | 485.3 | (93.2) | (2.0) | 390.1 | ||||||||||||||||||
2024 Notes | 3.3 | — | — | 3.3 | 3.3 | — | — | 3.3 | ||||||||||||||||||
Total debt | $ | 1,343.8 | $ | (109.6) | $ | (13.1) | $ | 1,221.1 | $ | 1,368.7 | $ | (121.0) | $ | (15.4) | $ | 1,232.3 | ||||||||||
Less: Current portion of long-term debt | $ | (60.8) | $ | — | $ | — | $ | (60.8) | $ | (69.5) | $ | — | $ | — | $ | (69.5) | ||||||||||
Non-current portion of long-term debt | $ | 1,283.0 | $ | (109.6) | $ | (13.1) | $ | 1,160.3 | $ | 1,299.2 | $ | (121.0) | $ | (15.4) | $ | 1,162.8 |
Pension benefits | Postretirement benefits | ||||||||||||||||||||||
Three months ended June 30, | Three months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Service cost - benefits earned during the period | $ | 434 | $ | 469 | $ | 23 | $ | 13 | |||||||||||||||
Non-operating expenses: | |||||||||||||||||||||||
Interest cost on benefit obligation | 18,132 | 17,106 | 434 | 401 | |||||||||||||||||||
Expected return on plan assets | (36,509) | (41,408) | — | — | |||||||||||||||||||
Amortization of actuarial loss (gain) | 25 | 42 | (242) | (47) | |||||||||||||||||||
Total non-operating (benefit) expenses | $ | (18,352) | $ | (24,260) | $ | 192 | $ | 354 | |||||||||||||||
Total expense (benefit) for retirement plans | $ | (17,918) | $ | (23,791) | $ | 215 | $ | 367 |
Pension benefits | Postretirement benefits | ||||||||||||||||||||||
Six months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Service cost - benefits earned during the period | $ | 909 | $ | 980 | $ | 38 | $ | 44 | |||||||||||||||
Non-operating expenses: | |||||||||||||||||||||||
Interest cost on benefit obligation | 36,781 | 34,137 | 885 | 902 | |||||||||||||||||||
Expected return on plan assets | (73,790) | (82,838) | — | — | |||||||||||||||||||
Amortization of actuarial loss (gain) | 45 | 77 | (294) | (62) | |||||||||||||||||||
Total non-operating (benefit) expenses | $ | (36,964) | $ | (48,624) | $ | 591 | $ | 840 | |||||||||||||||
Total expense (benefit) for retirement plans | $ | (36,055) | $ | (47,644) | $ | 629 | $ | 884 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Income (loss) before income taxes | $ | (31,542) | $ | 32,401 | $ | (42,251) | $ | (119,409) | |||||||||||||||
Provision for income taxes | 22,158 | 17,692 | 14,551 | 8,583 | |||||||||||||||||||
Effective tax rate | (70.3) | % | 54.6 | % | (34.4) | % | (7.2) | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands, except per share data | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Net income (loss) attributable to Gannett | $ | (53,688) | $ | 15,115 | $ | (56,655) | $ | (127,201) | |||||||||||||||
Interest adjustment to Net income (loss) attributable to Gannett related to assumed conversions of the 2027 Notes, net of taxes | — | 7,470 | — | — | |||||||||||||||||||
Net income (loss) attributable to Gannett for diluted earnings per share | $ | (53,688) | $ | 22,585 | $ | (56,655) | $ | (127,201) | |||||||||||||||
Basic weighted average shares outstanding | 137,132 | 134,744 | 136,781 | 134,411 | |||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||
Restricted stock grants | — | 3,350 | — | — | |||||||||||||||||||
2027 Notes | — | 99,419 | — | — | |||||||||||||||||||
Diluted weighted average shares outstanding | 137,132 | 237,513 | 136,781 | 134,411 | |||||||||||||||||||
Income (loss) per share attributable to Gannett - basic | $ | (0.39) | $ | 0.11 | $ | (0.41) | $ | (0.95) | |||||||||||||||
Income (loss) per share attributable to Gannett - diluted | $ | (0.39) | $ | 0.10 | $ | (0.41) | $ | (0.95) |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Warrants | 845 | 845 | 845 | 845 | |||||||||||||||||||
Stock options | 6,068 | 6,068 | 6,068 | 6,068 | |||||||||||||||||||
Restricted stock grants (a) | 11,789 | 46 | 11,789 | 10,577 | |||||||||||||||||||
2027 Notes (b) | 97,057 | — | 97,057 | 99,419 |
Six months ended June 30, 2022 | Six months ended June 30, 2021 | ||||||||||||||||||||||||||||||||||
In thousands | Pension and postretirement plans | Foreign currency translation | Total | Pension and postretirement plans | Foreign currency translation | Total | |||||||||||||||||||||||||||||
Beginning balance | $ | 50,870 | $ | 9,128 | $ | 59,998 | $ | 40,441 | $ | 9,732 | $ | 50,173 | |||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | 10,138 | (23,204) | (13,066) | (958) | 4,787 | 3,829 | |||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b) | (185) | — | (185) | 11 | — | 11 | |||||||||||||||||||||||||||||
Net current period other comprehensive income (loss), net of taxes | 9,953 | (23,204) | (13,251) | (947) | 4,787 | 3,840 | |||||||||||||||||||||||||||||
Ending balance | $ | 60,823 | $ | (14,076) | $ | 46,747 | $ | 39,494 | $ | 14,519 | $ | 54,013 |
Three months ended June 30, 2022 | |||||||||||||||||||||||||||||
In thousands | Gannett Media | Digital Marketing Solutions | Corporate and other | Intersegment Eliminations | Consolidated | ||||||||||||||||||||||||
Advertising and marketing services - external sales | $ | 265,596 | $ | 118,013 | $ | — | $ | — | $ | 383,609 | |||||||||||||||||||
Advertising and marketing services - intersegment sales | 35,605 | — | — | (35,605) | — | ||||||||||||||||||||||||
Circulation | 274,624 | — | — | — | 274,624 | ||||||||||||||||||||||||
Other | 89,019 | — | 1,408 | — | 90,427 | ||||||||||||||||||||||||
Total operating revenues | $ | 664,844 | $ | 118,013 | $ | 1,408 | $ | (35,605) | $ | 748,660 | |||||||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 50,856 | $ | 14,306 | $ | (14,311) | $ | — | $ | 50,851 | |||||||||||||||||||
Adjusted EBITDA margin (non-GAAP basis) | 7.6 | % | 12.1 | % | NM | NM | 6.8 | % |
Three months ended June 30, 2021 | |||||||||||||||||||||||||||||
In thousands | Gannett Media | Digital Marketing Solutions | Corporate and other | Intersegment Eliminations | Consolidated | ||||||||||||||||||||||||
Advertising and marketing services - external sales | $ | 309,469 | $ | 110,037 | $ | 604 | $ | — | $ | 420,110 | |||||||||||||||||||
Advertising and marketing services - intersegment sales | 32,012 | — | — | (32,012) | — | ||||||||||||||||||||||||
Circulation | 310,258 | — | 1 | — | 310,259 | ||||||||||||||||||||||||
Other | 72,806 | — | 1,100 | — | 73,906 | ||||||||||||||||||||||||
Total operating revenues | $ | 724,545 | $ | 110,037 | $ | 1,705 | $ | (32,012) | $ | 804,275 | |||||||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 114,189 | $ | 12,529 | $ | (10,949) | $ | — | $ | 115,769 | |||||||||||||||||||
Adjusted EBITDA margin (non-GAAP basis) | 15.8 | % | 11.4 | % | NM | NM | 14.4 | % |
Six months ended June 30, 2022 | |||||||||||||||||||||||||||||
In thousands | Gannett Media | Digital Marketing Solutions | Corporate and other | Intersegment Eliminations | Consolidated | ||||||||||||||||||||||||
Advertising and marketing services - external sales | $ | 531,001 | $ | 227,722 | $ | — | $ | — | $ | 758,723 | |||||||||||||||||||
Advertising and marketing services - intersegment sales | 68,962 | — | — | (68,962) | — | ||||||||||||||||||||||||
Circulation | 563,226 | — | — | — | 563,226 | ||||||||||||||||||||||||
Other | 172,074 | — | 2,714 | — | 174,788 | ||||||||||||||||||||||||
Total operating revenues | $ | 1,335,263 | $ | 227,722 | $ | 2,714 | $ | (68,962) | $ | 1,496,737 | |||||||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 119,504 | $ | 25,486 | $ | (29,968) | $ | — | $ | 115,022 | |||||||||||||||||||
Adjusted EBITDA margin (non-GAAP basis) | 8.9 | % | 11.2 | % | NM | NM | 7.7 | % |
Six months ended June 30, 2021 | |||||||||||||||||||||||||||||
In thousands | Gannett Media | Digital Marketing Solutions | Corporate and other | Intersegment Eliminations | Consolidated | ||||||||||||||||||||||||
Advertising and marketing services - external sales | $ | 595,923 | $ | 211,413 | $ | 1,131 | $ | — | $ | 808,467 | |||||||||||||||||||
Advertising and marketing services - intersegment sales | 59,868 | — | — | (59,868) | — | ||||||||||||||||||||||||
Circulation | 635,694 | — | 2 | — | 635,696 | ||||||||||||||||||||||||
Other | 132,645 | 905 | 3,646 | — | 137,196 | ||||||||||||||||||||||||
Total operating revenues | $ | 1,424,130 | $ | 212,318 | $ | 4,779 | $ | (59,868) | $ | 1,581,359 | |||||||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 216,397 | $ | 21,701 | $ | (21,864) | $ | — | $ | 216,234 | |||||||||||||||||||
Adjusted EBITDA margin (non-GAAP basis) | 15.2 | % | 10.2 | % | NM | NM | 13.7 | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Net income (loss) attributable to Gannett | $ | (53,688) | $ | 15,115 | $ | (56,655) | $ | (127,201) | |||||||||||||||
Provision for income taxes | 22,158 | 17,692 | 14,551 | 8,583 | |||||||||||||||||||
Interest expense | 26,084 | 35,264 | 52,090 | 74,767 | |||||||||||||||||||
Loss on early extinguishment of debt | 749 | 2,834 | 3,492 | 22,235 | |||||||||||||||||||
Non-operating pension income | (18,160) | (23,906) | (36,373) | (47,784) | |||||||||||||||||||
Loss on convertible notes derivative | — | — | — | 126,600 | |||||||||||||||||||
Depreciation and amortization | 49,530 | 48,242 | 97,313 | 106,345 | |||||||||||||||||||
Integration and reorganization costs | 15,745 | 8,444 | 27,143 | 21,848 | |||||||||||||||||||
Other operating expenses | 314 | 774 | 1,416 | 11,350 | |||||||||||||||||||
Asset impairments | 85 | — | 939 | 833 | |||||||||||||||||||
Loss (gain) on sale or disposal of assets, net | 372 | 5,294 | (2,432) | 10,039 | |||||||||||||||||||
Share-based compensation expense | 5,385 | 5,779 | 8,778 | 9,202 | |||||||||||||||||||
Other Items | 2,277 | 237 | 4,760 | (583) | |||||||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 50,851 | $ | 115,769 | $ | 115,022 | $ | 216,234 | |||||||||||||||
Net income (loss) attributable to Gannett margin | (7.2) | % | 1.9 | % | (3.8) | % | (8.0) | % | |||||||||||||||
Adjusted EBITDA margin (non-GAAP basis) | 6.8 | % | 14.4 | % | 7.7 | % | 13.7 | % |
June 30, | |||||||||||
In thousands | 2022 | 2021 | |||||||||
Cash and cash equivalents | $ | 87,331 | $ | 158,563 | |||||||
Restricted cash included in prepaid expenses and other current assets | 1,117 | 4,879 | |||||||||
Restricted cash included in other assets (a) | 11,023 | 22,702 | |||||||||
Total cash, cash equivalents and restricted cash | $ | 99,471 | $ | 186,144 |
Six months ended June 30, | |||||||||||
In thousands | 2022 | 2021 | |||||||||
Cash paid for taxes, net of refunds | $ | 2,396 | $ | (8,703) | |||||||
Cash paid for interest | 41,898 | 49,902 | |||||||||
Non-cash investing and financing activities: | |||||||||||
Accrued capital expenditures | $ | 1,406 | $ | 924 |
In thousands | June 30, 2022 | December 31, 2021 | |||||||||
Accounts payable | $ | 138,923 | $ | 157,257 | |||||||
Compensation | 99,152 | 107,585 | |||||||||
Taxes (primarily property, sales, and payroll taxes) | 16,969 | 26,042 | |||||||||
Benefits | 19,992 | 21,056 | |||||||||
Interest | 6,118 | 7,577 | |||||||||
Other | 39,545 | 37,497 | |||||||||
Accounts payable and accrued liabilities | $ | 320,699 | $ | 357,014 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | Change | Change | |||||||||||||||||||||||||||||||||||||||||||||
2022 | 2021 | $ | % | 2022 | 2021 | $ | % | ||||||||||||||||||||||||||||||||||||||||
Operating revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
Local and national print | $ | 105,721 | $ | 127,600 | (21,879) | (17) | % | $ | 208,465 | $ | 244,999 | (36,534) | (15) | % | |||||||||||||||||||||||||||||||||
Classified print | 67,732 | 73,325 | (5,593) | (8) | % | 138,506 | 149,122 | (10,616) | (7) | % | |||||||||||||||||||||||||||||||||||||
Print advertising | 173,453 | 200,925 | (27,472) | (14) | % | 346,971 | 394,121 | (47,150) | (12) | % | |||||||||||||||||||||||||||||||||||||
Digital media | 77,259 | 94,991 | (17,732) | (19) | % | 156,030 | 175,479 | (19,449) | (11) | % | |||||||||||||||||||||||||||||||||||||
Digital marketing services (a) | 117,465 | 111,392 | 6,073 | 5 | % | 226,456 | 212,856 | 13,600 | 6 | % | |||||||||||||||||||||||||||||||||||||
Digital classified | 15,432 | 12,802 | 2,630 | 21 | % | 29,266 | 26,011 | 3,255 | 13 | % | |||||||||||||||||||||||||||||||||||||
Digital advertising and marketing services | 210,156 | 219,185 | (9,029) | (4) | % | 411,752 | 414,346 | (2,594) | (1) | % | |||||||||||||||||||||||||||||||||||||
Advertising and marketing services | 383,609 | 420,110 | (36,501) | (9) | % | 758,723 | 808,467 | (49,744) | (6) | % | |||||||||||||||||||||||||||||||||||||
Print circulation | 242,151 | 286,253 | (44,102) | (15) | % | 500,627 | 588,511 | (87,884) | (15) | % | |||||||||||||||||||||||||||||||||||||
Digital-only circulation | 32,473 | 24,006 | 8,467 | 35 | % | 62,599 | 47,185 | 15,414 | 33 | % | |||||||||||||||||||||||||||||||||||||
Circulation | 274,624 | 310,259 | (35,635) | (11) | % | 563,226 | 635,696 | (72,470) | (11) | % | |||||||||||||||||||||||||||||||||||||
Other | 90,427 | 73,906 | 16,521 | 22 | % | 174,788 | 137,196 | 37,592 | 27 | % | |||||||||||||||||||||||||||||||||||||
Total operating revenues | 748,660 | 804,275 | (55,615) | (7) | % | 1,496,737 | 1,581,359 | (84,622) | (5) | % | |||||||||||||||||||||||||||||||||||||
Total operating expenses (a) | 769,884 | 758,830 | 11,054 | 1 | % | 1,519,939 | 1,527,973 | (8,034) | (1) | % | |||||||||||||||||||||||||||||||||||||
Operating income (loss) | (21,224) | 45,445 | (66,669) | *** | (23,202) | 53,386 | (76,588) | *** | |||||||||||||||||||||||||||||||||||||||
Non-operating expenses | 10,318 | 13,044 | (2,726) | (21) | % | 19,049 | 172,795 | (153,746) | (89) | % | |||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | (31,542) | 32,401 | (63,943) | *** | (42,251) | (119,409) | 77,158 | (65) | % | ||||||||||||||||||||||||||||||||||||||
Provision for income taxes | 22,158 | 17,692 | 4,466 | 25 | % | 14,551 | 8,583 | 5,968 | 70 | % | |||||||||||||||||||||||||||||||||||||
Net income (loss) | (53,700) | 14,709 | (68,409) | *** | (56,802) | (127,992) | 71,190 | (56) | % | ||||||||||||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests | (12) | (406) | 394 | (97) | % | (147) | (791) | 644 | (81) | % | |||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to Gannett | $ | (53,688) | $ | 15,115 | $ | (68,803) | *** | $ | (56,655) | $ | (127,201) | $ | 70,546 | (55) | % | ||||||||||||||||||||||||||||||||
Income (loss) per share attributable to Gannett - basic | $ | (0.39) | $ | 0.11 | $ | (0.50) | *** | $ | (0.41) | $ | (0.95) | $ | 0.54 | (57) | % | ||||||||||||||||||||||||||||||||
Income (loss) per share attributable to Gannett - diluted | $ | (0.39) | $ | 0.10 | $ | (0.49) | *** | $ | (0.41) | $ | (0.95) | $ | 0.54 | (57) | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Income (loss) before income taxes | $ | (31,542) | $ | 32,401 | $ | (42,251) | $ | (119,409) | |||||||||||||||
Provision for income taxes | 22,158 | 17,692 | 14,551 | 8,583 | |||||||||||||||||||
Effective tax rate | (70.3) | % | 54.6 | % | (34.4) | % | (7.2) | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Operating revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
Advertising and marketing services | $ | 301,201 | $ | 341,481 | $ | (40,280) | (12) | % | $ | 599,963 | $ | 655,791 | $ | (55,828) | (9) | % | |||||||||||||||||||||||||||||||
Circulation | 274,624 | 310,258 | (35,634) | (11) | % | 563,226 | 635,694 | (72,468) | (11) | % | |||||||||||||||||||||||||||||||||||||
Other | 89,019 | 72,806 | 16,213 | 22 | % | 172,074 | 132,645 | 39,429 | 30 | % | |||||||||||||||||||||||||||||||||||||
Total operating revenues | 664,844 | 724,545 | (59,701) | (8) | % | 1,335,263 | 1,424,130 | (88,867) | (6) | % | |||||||||||||||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
Operating costs | 431,075 | 426,216 | 4,859 | 1 | % | 857,191 | 858,017 | (826) | — | % | |||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | 183,732 | 185,930 | (2,198) | (1) | % | 360,664 | 352,133 | 8,531 | 2 | % | |||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 38,558 | 36,416 | 2,142 | 6 | % | 75,989 | 82,803 | (6,814) | (8) | % | |||||||||||||||||||||||||||||||||||||
Integration and reorganization costs | 11,041 | (197) | 11,238 | *** | 16,762 | 7,129 | 9,633 | *** | |||||||||||||||||||||||||||||||||||||||
Asset impairments | 85 | — | 85 | *** | 939 | 833 | 106 | 13 | % | ||||||||||||||||||||||||||||||||||||||
Loss (gain) on sale or disposal of assets, net | 353 | 5,890 | (5,537) | (94) | % | (2,615) | 10,570 | (13,185) | *** | ||||||||||||||||||||||||||||||||||||||
Other operating expenses | 34 | — | 34 | *** | 775 | — | 775 | *** | |||||||||||||||||||||||||||||||||||||||
Total operating expenses | 664,878 | 654,255 | 10,589 | 2 | % | 1,309,705 | 1,311,485 | (1,780) | — | % | |||||||||||||||||||||||||||||||||||||
Operating income (loss) | $ | (34) | $ | 70,290 | $ | (70,290) | *** | $ | 25,558 | $ | 112,645 | $ | (87,087) | (77) | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Local and national print | $ | 105,721 | $ | 127,600 | $ | (21,879) | (17) | % | $ | 208,465 | $ | 244,999 | $ | (36,534) | (15) | % | |||||||||||||||||||||||||||||||
Classified print | 67,732 | 73,325 | (5,593) | (8) | % | 138,506 | 149,122 | (10,616) | (7) | % | |||||||||||||||||||||||||||||||||||||
Print advertising | 173,453 | 200,925 | (27,472) | (14) | % | 346,971 | 394,121 | (47,150) | (12) | % | |||||||||||||||||||||||||||||||||||||
Digital media | 77,259 | 94,549 | (17,290) | (18) | % | 156,030 | 174,106 | (18,076) | (10) | % | |||||||||||||||||||||||||||||||||||||
Digital marketing services | 35,057 | 33,221 | 1,836 | 6 | % | 67,696 | 61,574 | 6,122 | 10 | % | |||||||||||||||||||||||||||||||||||||
Digital classified | 15,432 | 12,786 | 2,646 | 21 | % | 29,266 | 25,990 | 3,276 | 13 | % | |||||||||||||||||||||||||||||||||||||
Digital advertising and marketing services | 127,748 | 140,556 | (12,808) | (9) | % | 252,992 | 261,670 | (8,678) | (3) | % | |||||||||||||||||||||||||||||||||||||
Advertising and marketing services | 301,201 | 341,481 | (40,280) | (12) | % | 599,963 | 655,791 | (55,828) | (9) | % | |||||||||||||||||||||||||||||||||||||
Print circulation | 242,151 | 286,252 | (44,101) | (15) | % | 500,627 | 588,509 | (87,882) | (15) | % | |||||||||||||||||||||||||||||||||||||
Digital-only circulation | 32,473 | 24,006 | 8,467 | 35 | % | 62,599 | 47,185 | 15,414 | 33 | % | |||||||||||||||||||||||||||||||||||||
Circulation | 274,624 | 310,258 | (35,634) | (11) | % | 563,226 | 635,694 | (72,468) | (11) | % | |||||||||||||||||||||||||||||||||||||
Other | 89,019 | 72,806 | 16,213 | 22 | % | 172,074 | 132,645 | 39,429 | 30 | % | |||||||||||||||||||||||||||||||||||||
Total operating revenues | $ | 664,844 | $ | 724,545 | $ | (59,701) | (8) | % | $ | 1,335,263 | $ | 1,424,130 | $ | (88,867) | (6) | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Newsprint and ink | $ | 37,075 | $ | 23,713 | $ | 13,362 | 56 | % | $ | 71,707 | $ | 51,984 | $ | 19,723 | 38 | % | |||||||||||||||||||||||||||||||
Distribution | 99,720 | 112,446 | (12,726) | (11) | % | 202,118 | 208,551 | (6,433) | (3) | % | |||||||||||||||||||||||||||||||||||||
Compensation and benefits | 140,430 | 137,775 | 2,655 | 2 | % | 280,559 | 284,893 | (4,334) | (2) | % | |||||||||||||||||||||||||||||||||||||
Outside services | 89,113 | 88,918 | 195 | — | % | 171,897 | 157,682 | 14,215 | 9 | % | |||||||||||||||||||||||||||||||||||||
Other | 64,737 | 63,364 | 1,373 | 2 | % | 130,910 | 154,907 | (23,997) | (15) | % | |||||||||||||||||||||||||||||||||||||
Total operating costs | $ | 431,075 | $ | 426,216 | $ | 4,859 | 1 | % | $ | 857,191 | $ | 858,017 | $ | (826) | — | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Compensation and benefits | $ | 91,477 | $ | 100,403 | $ | (8,926) | (9) | % | $ | 178,343 | $ | 190,113 | $ | (11,770) | (6) | % | |||||||||||||||||||||||||||||||
Outside services and other | 92,255 | 85,527 | 6,728 | 8 | % | 182,321 | 162,020 | 20,301 | 13 | % | |||||||||||||||||||||||||||||||||||||
Total Selling, general and administrative expenses | $ | 183,732 | $ | 185,930 | $ | (2,198) | (1) | % | $ | 360,664 | $ | 352,133 | $ | 8,531 | 2 | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Net income attributable to Gannett | $ | 19,145 | $ | 96,431 | $ | (77,286) | (80) | % | $ | 61,959 | $ | 162,655 | $ | (100,696) | (62) | % | |||||||||||||||||||||||||||||||
Non-operating pension income | (18,160) | (23,906) | 5,746 | (24) | % | (36,373) | (47,784) | 11,411 | (24) | % | |||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 38,558 | 36,416 | 2,142 | 6 | % | 75,989 | 82,803 | (6,814) | (8) | % | |||||||||||||||||||||||||||||||||||||
Integration and reorganization costs | 11,041 | (197) | 11,238 | *** | 16,762 | 7,129 | 9,633 | *** | |||||||||||||||||||||||||||||||||||||||
Other operating expenses | 34 | — | 34 | *** | 775 | — | 775 | *** | |||||||||||||||||||||||||||||||||||||||
Asset impairments | 85 | — | 85 | *** | 939 | 833 | 106 | 13 | % | ||||||||||||||||||||||||||||||||||||||
Loss (gain) on sale or disposal of assets, net | 353 | 5,890 | (5,537) | (94) | % | (2,615) | 10,570 | (13,185) | *** | ||||||||||||||||||||||||||||||||||||||
Other items | (200) | (445) | 245 | (55) | % | 2,068 | 191 | 1,877 | *** | ||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 50,856 | $ | 114,189 | $ | (63,333) | (55) | % | $ | 119,504 | $ | 216,397 | $ | (96,893) | (45) | % | |||||||||||||||||||||||||||||||
Net income attributable to Gannett margin | 2.9 | % | 13.3 | % | 4.6 | % | 11.4 | % | |||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin (non-GAAP basis)(a)(b) | 7.6 | % | 15.8 | % | 8.9 | % | 15.2 | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Outside services | $ | 71,038 | $ | 64,400 | $ | 6,638 | 10 | % | $ | 137,265 | $ | 123,091 | $ | 14,174 | 12 | % | |||||||||||||||||||||||||||||||
Compensation and benefits | 7,928 | 7,680 | 248 | 3 | % | 15,803 | 15,815 | (12) | — | % | |||||||||||||||||||||||||||||||||||||
Other | 2,144 | 2,349 | (205) | (9) | % | 4,373 | 4,801 | (428) | (9) | % | |||||||||||||||||||||||||||||||||||||
Total operating costs | $ | 81,110 | $ | 74,429 | $ | 6,681 | 9 | % | $ | 157,441 | $ | 143,707 | $ | 13,734 | 10 | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Compensation and benefits | $ | 18,835 | $ | 17,175 | $ | 1,660 | 10 | % | $ | 37,433 | $ | 35,237 | $ | 2,196 | 6 | % | |||||||||||||||||||||||||||||||
Outside services and other | 3,762 | 5,904 | (2,142) | (36) | % | 7,362 | 11,673 | (4,311) | (37) | % | |||||||||||||||||||||||||||||||||||||
Total Selling, general and administrative expenses | $ | 22,597 | $ | 23,079 | $ | (482) | (2) | % | $ | 44,795 | $ | 46,910 | $ | (2,115) | (5) | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Net income attributable to Gannett | $ | 4,306 | $ | 4,904 | $ | (598) | (12) | % | $ | 9,563 | $ | 5,985 | $ | 3,578 | 60 | % | |||||||||||||||||||||||||||||||
Depreciation and amortization | 6,829 | 7,850 | (1,021) | (13) | % | 13,287 | 15,679 | (2,392) | (15) | % | |||||||||||||||||||||||||||||||||||||
Integration and reorganization costs | 293 | 204 | 89 | 44 | % | 444 | 370 | 74 | 20 | % | |||||||||||||||||||||||||||||||||||||
Loss (gain) on sale or disposal of assets, net | 19 | (527) | 546 | *** | 176 | (527) | 703 | *** | |||||||||||||||||||||||||||||||||||||||
Other items | 2,859 | 98 | 2,761 | *** | 2,016 | 194 | 1,822 | *** | |||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 14,306 | $ | 12,529 | $ | 1,777 | 14 | % | $ | 25,486 | $ | 21,701 | $ | 3,785 | 17 | % | |||||||||||||||||||||||||||||||
Net income attributable to Gannett margin | 3.6 | % | 4.5 | % | 4.2 | % | 2.8 | % | |||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin (non-GAAP basis)(a)(b) | 12.1 | % | 11.4 | % | 11.2 | % | 10.2 | % |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
In thousands | 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | |||||||||||||||||||||||||||||||||||||||
Operating costs | $ | (578) | $ | 4,539 | $ | (5,117) | *** | $ | 217 | $ | 8,495 | $ | (8,278) | (97) | % | ||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | 21,507 | 13,895 | 7,612 | 55 | % | 44,214 | 28,164 | 16,050 | 57 | % | |||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 4,143 | 3,976 | 167 | 4 | % | 8,037 | 7,863 | 174 | 2 | % | |||||||||||||||||||||||||||||||||||||
Integration and reorganization costs | 4,411 | 8,437 | (4,026) | (48) | % | 9,937 | 14,349 | (4,412) | (31) | % | |||||||||||||||||||||||||||||||||||||
(Gain) loss on sale or disposal of assets, net | — | (69) | 69 | (100) | % | 7 | (4) | 11 | *** | ||||||||||||||||||||||||||||||||||||||
Other operating expenses | 280 | 774 | (494) | (64) | % | 641 | 11,350 | (10,709) | (94) | % | |||||||||||||||||||||||||||||||||||||
Total operating expenses | $ | 29,763 | $ | 31,552 | $ | (1,789) | (6) | % | $ | 63,053 | $ | 70,217 | $ | (7,164) | (10) | % |
Six months ended June 30, | |||||||||||
In thousands | 2022 | 2021 | |||||||||
Cash provided by operating activities | $ | 1,688 | $ | 92,587 | |||||||
Cash provided by (used for) investing activities | (9,649) | 7,185 | |||||||||
Cash used for financing activities | (35,047) | (120,979) | |||||||||
Effect of currency exchange rate change on cash | (1,140) | 625 | |||||||||
Decrease in cash, cash equivalents and restricted cash | $ | (44,148) | $ | (20,582) |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
In thousands | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Net income (loss) attributable to Gannett | $ | (53,688) | $ | 15,115 | $ | (56,655) | $ | (127,201) | |||||||||||||||
Provision for income taxes | 22,158 | 17,692 | 14,551 | 8,583 | |||||||||||||||||||
Interest expense | 26,084 | 35,264 | 52,090 | 74,767 | |||||||||||||||||||
Loss on early extinguishment of debt | 749 | 2,834 | 3,492 | 22,235 | |||||||||||||||||||
Non-operating pension income | (18,160) | (23,906) | (36,373) | (47,784) | |||||||||||||||||||
Loss on convertible notes derivative | — | — | — | 126,600 | |||||||||||||||||||
Depreciation and amortization | 49,530 | 48,242 | 97,313 | 106,345 | |||||||||||||||||||
Integration and reorganization costs | 15,745 | 8,444 | 27,143 | 21,848 | |||||||||||||||||||
Other operating expenses | 314 | 774 | 1,416 | 11,350 | |||||||||||||||||||
Asset impairments | 85 | — | 939 | 833 | |||||||||||||||||||
Loss (gain) on sale or disposal of assets, net | 372 | 5,294 | (2,432) | 10,039 | |||||||||||||||||||
Share-based compensation expense | 5,385 | 5,779 | 8,778 | 9,202 | |||||||||||||||||||
Other Items | 2,277 | 237 | 4,760 | (583) | |||||||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 50,851 | $ | 115,769 | $ | 115,022 | $ | 216,234 | |||||||||||||||
Net income (loss) attributable to Gannett margin | (7.2) | % | 1.9 | % | (3.8) | % | (8.0) | % | |||||||||||||||
Adjusted EBITDA margin (non-GAAP basis) | 6.8 | % | 14.4 | % | 7.7 | % | 13.7 | % |
In thousands, except per share amounts | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced program | Maximum approximate dollar value that may yet be purchased under the Stock Repurchase Program | ||||||||||||||||||||||
Period | ||||||||||||||||||||||||||
April 1, 2022 - April 30, 2022 | 9 | $ | 4.24 | — | $ | 100,000 | ||||||||||||||||||||
May 1, 2022 - May 31, 2022 | 800 | $ | 3.83 | 800 | $ | 96,940 | ||||||||||||||||||||
June 1, 2022 - June 30, 2022 | 55 | $ | 3.93 | — | $ | 96,940 | ||||||||||||||||||||
Total | 864 | $ | 3.84 | 800 | $ | 96,940 |
Exhibit Number | Description | Location | ||||||||||||
10.1 | Amendment No. 2, dated as of March 21, 2022, to the First Lien Credit Agreement dated as of October 15, 2021, as amended, by and among Gannett Co., Inc., Gannett Holdings LLC, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Citibank N.A., as administrative agent and collateral agent. | |||||||||||||
10.2 | Amendment No. 3, dated as of April 8, 2022, to the First Lien Credit Agreement dated as of October 15, 2021, as amended, by and among Gannett Co., Inc., Gannett Holdings LLC, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Citibank N.A., as administrative agent and collateral agent. | |||||||||||||
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(d) of the Securities Exchange Act of 1934. | |||||||||||||
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(d) of 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. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statements of Cash Flow; (iv) Condensed Consolidated Statements of Equity; and (v) Notes to Condensed Consolidated Financial Statements | Attached. | ||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document) | Attached. |
Date: August 4, 2022 | GANNETT CO., INC. | ||||
/s/ Douglas E. Horne | |||||
Douglas E. Horne | |||||
Chief Financial Officer and Chief Accounting Officer | |||||
(On behalf of the Registrant and as principal financial and principal accounting officer) |
BORROWER: | |||||||||||
GANNETT HOLDINGS LLC | |||||||||||
By: GANNETT CO., INC., as its Sole Member | |||||||||||
By: | __/s/ Michael E. Reed_____________ | ||||||||||
Name: Michael E. Reed | |||||||||||
Title: President and Chief Executive Officer |
By: | /s/ Mark Maring | ||||
Name: Mark Maring | |||||
Title: Senior Vice President of Finance and Treasurer | |||||
GATEHOUSE MEDIA OHIO HOLDINGS II, INC. | |||||
GATEHOUSE MEDIA OHIO HOLDINGS, INC. | |||||
GATEHOUSE MEDIA OKLAHOMA HOLDINGS, INC. | |||||
GATEHOUSE MEDIA OREGON HOLDINGS, INC. | |||||
GATEHOUSE MEDIA PENNSYLVANIA HOLDINGS, INC. | |||||
GATEHOUSE MEDIA SOUTH DAKOTA HOLDINGS, INC. | |||||
GATEHOUSE MEDIA SUBURBAN NEWSPAPERS, INC. | |||||
GATEHOUSE MEDIA TENNESSEE HOLDINGS, INC. | |||||
GATEHOUSE MEDIA TEXAS HOLDINGS II, INC. | |||||
GATEHOUSE MEDIA TEXAS HOLDINGS, INC. | |||||
GATEHOUSE MEDIA VIRGINIA HOLDINGS, INC. | |||||
LMG MAINE HOLDINGS, INC. | |||||
LMG MASSACHUSETTS, INC. | |||||
LMG NATIONAL PUBLISHING, INC. | |||||
LMG RHODE ISLAND HOLDINGS, INC. | |||||
LMG STOCKTON, INC. | |||||
LOCAL MEDIA GROUP HOLDINGS LLC | |||||
LOCAL MEDIA GROUP, INC. | |||||
LOCO SPORTS, LLC | |||||
MINERAL DAILY NEWS TRIBUNE, INC. | |||||
NEWS LEADER, INC. | |||||
SEACOAST NEWSPAPERS, INC. | |||||
SUREWEST DIRECTORIES | |||||
TERRY NEWSPAPERS, INC. | |||||
LMG NANTUCKET, INC. | |||||
THE MAIL TRIBUNE, INC. | |||||
THE NICKEL OF MEDFORD, INC. | |||||
THE PEORIA JOURNAL STAR, INC. | |||||
THRIVEHIVE, INC. | |||||
UPCURVE, INC. | |||||
W-SYSTEMS CORP. | |||||
By: /s/ Mark Maring___________________ Name: Mark Maring Title: Senior Vice President of Finance and Treasurer | |||||
CYBERINK, LLC | ||
By: GateHouse Media Pennsylvania Holdings, Inc., as its Sole Member | ||
ENTERPRISE NEWSMEDIA HOLDING, LLC | ||
By: GateHouse Media Massachusetts II, Inc., as its Sole Member | ||
ENTERPRISE NEWSMEDIA, LLC | ||
By: Enterprise NewsMedia Holding, LLC, as its Sole Member By: GateHouse Media Massachusetts II, Inc., its Sole Member | ||
ENTERPRISE PUBLISHING COMPANY, LLC | ||
By: Enterprise NewsMedia LLC, as its Member By: Enterprise NewsMedia Holding, LLC, its Member By: GateHouse Media Massachusetts II, Inc., its Member | ||
GEORGE W. PRESCOTT PUBLISHING COMPANY, LLC | ||
By: Enterprise NewsMedia LLC, as its Sole Member By: Enterprise NewsMedia Holding, LLC, as its Sole Member By: GateHouse Media Massachusetts II, Inc., as its Sole Member | ||
LOW REALTY, LLC | ||
By: Enterprise NewsMedia LLC, as its Sole Member By: Enterprise NewsMedia Holding, LLC, as its Sole Member By: GateHouse Media Massachusetts II, Inc., as its Sole Member | ||
LRT FOUR HUNDRED, LLC | ||
By: Enterprise NewsMedia LLC, as its Sole Member By: Enterprise NewsMedia Holding, LLC, as its Sole Member By: GateHouse Media Massachusetts II, Inc., as its Sole Member | ||
UPCURVE CLOUD LLC | ||
By: UpCurve, Inc. | ||
By: /s/ Mark Maring___________________ Name: Mark Maring Title: Senior Vice President of Finance and Treasurer |
ARIZONA NEWS SERVICE, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
BRIDGETOWER MEDIA DLN, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
IDAHO BUSINESS REVIEW, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
LAWYER'S WEEKLY, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
LONG ISLAND BUSINESS NEWS, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
By: /s/ Michael E. Reed ________________ Name: Michael E. Reed Title: President and Chief Executive Officer |
MISSOURI LAWYERS MEDIA, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
NEW ORLEANS PUBLISHING GROUP, L.L.C. | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
THE DAILY RECORD COMPANY, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
THE JOURNAL RECORD PUBLISHING CO., LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
THE NWS COMPANY, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
By: /s/ Michael E. Reed ________________ Name: Michael E. Reed Title: President and Chief Executive Officer |
BRIDGETOWER MEDIA, LLC | ||
By: Dolco Acquisition, LLC, as its Sole Member By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
CA FLORIDA HOLDINGS, LLC | ||
By: Cummings Acquisition, LLC, as its Sole Member By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
CUMMINGS ACQUISITION, LLC | ||
By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
DOLCO ACQUISITION, LLC | ||
By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
ENHE ACQUISITION, LLC | ||
By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
LIBERTY SMC, L.L.C. | ||
By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
By: /s/ Michael E. Reed ________________ Name: Michael E. Reed Title: President and Chief Executive Officer |
GANNETT VENTURES LLC | ||
By: New Media Ventures Group LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GATEHOUSE MEDIA HOLDCO, LLC | ||
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, its Sole Member By: New Media Holdings II LLC, its Sole Member By: New Media Holdings I LLC, its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GATEHOUSE MEDIA INTERMEDIATE HOLDCO, LLC | ||
By: GateHouse Media, LLC, as its Member By: New Media Holdings II LLC, its Sole Member By: New Media Holdings I LLC, its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GATEHOUSE MEDIA OPERATING, LLC | ||
By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, its Sole Member By: New Media Holdings I LLC, its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GATEHOUSE MEDIA, LLC | ||
By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, its Sole Member By: Gannett Media Corp., as its Sole Member | ||
NEW MEDIA HOLDINGS I LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
NEW MEDIA HOLDINGS II LLC | ||
By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
NEW MEDIA VENTURES GROUP LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
NOPG, L.L.C. | ||
By: New Orleans Publishing Group, L.L.C., as its Manager By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
VENTURES ENDURANCE, LLC | ||
By: Gannett Ventures LLC, as its Manager By: New Media Ventures Group LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
VENTURES ENDURANCE EVENTS, LLC | ||
By: Ventures Endurance, LLC, as its Sole Member By: Gannett Ventures LLC, as its Manager By: New Media Ventures Group LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
By: /s/ Michael E. Reed ________________ Name: Michael E. Reed Title: President and Chief Executive Officer |
DEALON, LLC | ||
By: ReachLocal, Inc., as its Sole Member | ||
DES MOINES PRESS CITIZEN LLC | ||
By: Des Moines Register and Tribune Company, as its Sole Member | ||
DESERT SUN PUBLISHING, LLC | ||
By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
FOODBLOGS, LLC | ||
By: Grateful Media, LLC, as its Sole Member. By: Gannett Satellite Information Network, LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GANNETT MEDIA SERVICES, LLC | ||
By: Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
GANNETT PUBLISHING SERVICES, LLC | ||
By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
GANNETT SATELLITE INFORMATION NETWORK, LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
GANNETT UK MEDIA, LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
GFHC, LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
GNSS LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
LOCALIQ LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA LLC | ||
By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
VISALIA NEWSPAPERS LLC |
By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
By: /s/ Michael E. Reed ________________ Name: Michael E. Reed Title: President and Chief Executive Officer |
GCOE, LLC | ||
By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
GRATEFUL MEDIA, LLC | ||
By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
USA TODAY SPORTS MEDIA GROUP, LLC | ||
By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
GCCC, LLC | ||
Gannett Missouri Publishing, Inc., as its Sole Member | ||
IMAGN CONTENT SERVICES, LLC | ||
By: USA Today Sports Media Group, LLC, as its Sole Member By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
REACHLOCAL INTERNATIONAL GP LLC | ||
By: ReachLocal International, Inc. | ||
SALINAS NEWSPAPERS LLC | ||
By: Gannett Media Services, LLC, as its Sole Member By: Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
SCRIPPS NP OPERATING, LLC | ||
By: Desk Spinco Inc., as its Sole Member | ||
TEXAS-NEW MEXICO NEWSPAPERS, LLC | ||
By: Texas-New Mexico Newspapers, LLC, as its Manager By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By: Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
By: /s/ Michael E. Reed ________________ Name: Michael E. Reed Title: President and Chief Executive Officer |
THANKSGIVING VENTURES, LLC | ||
By: Grateful Media, LLC By: Gannett Satellite Information Network, LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
YORK NEWSPAPER COMPANY | ||
By: York Newspapers Holdings, L.P., as its General Partner By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
By: /s/ Michael E. Reed ________________ Name: Michael E. Reed Title: President and Chief Executive Officer | ||
YORK NEWSPAPERS HOLDINGS, L.P. | ||
By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
YORK NEWSPAPERS HOLDINGS, LLC | ||
By: York Newspapers Holdings, L.P., as its Sole Member By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
YORK PARTNERSHIP HOLDINGS, LLC | ||
By: Texas-New Mexico Newspapers, LLC, as its Manager By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
By: /s/ Michael E. Reed ________________ Name: Michael E. Reed Title: President and Chief Executive Officer |
AMERICAN INFLUENCER AWARDS, LLC | ||||||||
By: | /s/ Jason Taylor | |||||||
Name: Jason Taylor | ||||||||
Title: Manager | ||||||||
By: | /s/ Christopher Crellin | |||||||
Name: Christopher Crellin | ||||||||
Title: Manager |
GIDDYUP EVENTS, LLC MILWAUKEE MARATHON LLC ENMOTIVE COMPANY LLC | ||||||||
By: | /s/ Jason Taylor | |||||||
Name: Jason Taylor | ||||||||
Title: Manager | ||||||||
GANNETT INTERNATIONAL FINANCE LLC | ||||||||
By: | /s/ Michael E. Reed | |||||||
Name: Michael E. Reed | ||||||||
Title: Manager | ||||||||
By: | /s/ Douglas E. Horne | |||||||
Name: Douglas E. Horne | ||||||||
Title: Manager | ||||||||
By: | /s/ Polly Grunfeld Sack | |||||||
Name: Polly Grunfeld Sack | ||||||||
Title: Manager |
CITIBANK, N.A., as Agent, | |||||
By | |||||
/s/ David Tuder | |||||
Name: David Tuder | |||||
Title: Managing Director and Vice President | |||||
CYBERINK, LLC | ||
By: GateHouse Media Pennsylvania Holdings, Inc., as its Sole Member | ||
ENTERPRISE NEWSMEDIA HOLDING, LLC | ||
By: GateHouse Media Massachusetts II, Inc., as its Sole Member | ||
ENTERPRISE NEWSMEDIA, LLC | ||
By: Enterprise NewsMedia Holding, LLC, as its Sole Member By: GateHouse Media Massachusetts II, Inc., its Sole Member | ||
ENTERPRISE PUBLISHING COMPANY, LLC | ||
By: Enterprise NewsMedia LLC, as its Member By: Enterprise NewsMedia Holding, LLC, its Member By: GateHouse Media Massachusetts II, Inc., its Member | ||
GEORGE W. PRESCOTT PUBLISHING COMPANY, LLC | ||
By: Enterprise NewsMedia LLC, as its Sole Member By: Enterprise NewsMedia Holding, LLC, as its Sole Member By: GateHouse Media Massachusetts II, Inc., as its Sole Member | ||
LOW REALTY, LLC | ||
By: Enterprise NewsMedia LLC, as its Sole Member By: Enterprise NewsMedia Holding, LLC, as its Sole Member By: GateHouse Media Massachusetts II, Inc., as its Sole Member | ||
LRT FOUR HUNDRED, LLC | ||
By: Enterprise NewsMedia LLC, as its Sole Member By: Enterprise NewsMedia Holding, LLC, as its Sole Member By: GateHouse Media Massachusetts II, Inc., as its Sole Member | ||
UPCURVE CLOUD LLC | ||
By: UpCurve, Inc. |
ARIZONA NEWS SERVICE, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
BRIDGETOWER MEDIA DLN, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
IDAHO BUSINESS REVIEW, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
LAWYER'S WEEKLY, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
LONG ISLAND BUSINESS NEWS, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member |
MISSOURI LAWYERS MEDIA, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
NEW ORLEANS PUBLISHING GROUP, L.L.C. | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
THE DAILY RECORD COMPANY, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
THE JOURNAL RECORD PUBLISHING CO., LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
THE NWS COMPANY, LLC | ||
By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member |
BRIDGETOWER MEDIA, LLC | ||
By: Dolco Acquisition, LLC, as its Sole Member By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
CA FLORIDA HOLDINGS, LLC | ||
By: Cummings Acquisition, LLC, as its Sole Member By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
CUMMINGS ACQUISITION, LLC | ||
By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
DOLCO ACQUISITION, LLC | ||
By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
ENHE ACQUISITION, LLC | ||
By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
LIBERTY SMC, L.L.C. | ||
By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member |
GANNETT VENTURES LLC | ||
By: New Media Ventures Group LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GATEHOUSE MEDIA HOLDCO, LLC | ||
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, its Sole Member By: New Media Holdings II LLC, its Sole Member By: New Media Holdings I LLC, its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GATEHOUSE MEDIA INTERMEDIATE HOLDCO, LLC | ||
By: GateHouse Media, LLC, as its Member By: New Media Holdings II LLC, its Sole Member By: New Media Holdings I LLC, its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GATEHOUSE MEDIA OPERATING, LLC | ||
By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, its Sole Member By: New Media Holdings I LLC, its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GATEHOUSE MEDIA, LLC | ||
By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, its Sole Member By: Gannett Media Corp., as its Sole Member | ||
NEW MEDIA HOLDINGS I LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
NEW MEDIA HOLDINGS II LLC | ||
By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
NEW MEDIA VENTURES GROUP LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
NOPG, L.L.C. | ||
By: New Orleans Publishing Group, L.L.C., as its Manager By: Dolco Acquisition, LLC, as its Manager By: GateHouse Media Operating, LLC, as its Sole Member By: GateHouse Media Holdco, LLC, as its Sole Member By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member By: GateHouse Media, LLC, as its Sole Member By: New Media Holdings II LLC, as its Sole Member By: New Media Holdings I LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
VENTURES ENDURANCE, LLC | ||
By: Gannett Ventures LLC, as its Manager By: New Media Ventures Group LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
VENTURES ENDURANCE EVENTS, LLC | ||
By: Ventures Endurance, LLC, as its Sole Member By: Gannett Ventures LLC, as its Manager By: New Media Ventures Group LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member |
DEALON, LLC | ||
By: ReachLocal, Inc., as its Sole Member | ||
DES MOINES PRESS CITIZEN LLC | ||
By: Des Moines Register and Tribune Company, as its Sole Member | ||
DESERT SUN PUBLISHING, LLC | ||
By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
FOODBLOGS, LLC | ||
By: Grateful Media, LLC, as its Sole Member. By: Gannett Satellite Information Network, LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
GANNETT MEDIA SERVICES, LLC | ||
By: Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
GANNETT PUBLISHING SERVICES, LLC | ||
By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
GANNETT SATELLITE INFORMATION NETWORK, LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
GANNETT UK MEDIA, LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
GFHC, LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
GNSS LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
LOCALIQ LLC | ||
By: Gannett Media Corp., as its Sole Member | ||
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA LLC | ||
By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
VISALIA NEWSPAPERS LLC | ||
By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member |
GCOE, LLC | ||
By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
GRATEFUL MEDIA, LLC | ||
By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
USA TODAY SPORTS MEDIA GROUP, LLC | ||
By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
GCCC, LLC | ||
Gannett Missouri Publishing, Inc., as its Sole Member | ||
IMAGN CONTENT SERVICES, LLC | ||
By: USA Today Sports Media Group, LLC, as its Sole Member By: Gannett Satellite Information Network, LLC, as its Managing Member By: Gannett Media Corp., as its Sole Member | ||
REACHLOCAL INTERNATIONAL GP LLC | ||
By: ReachLocal International, Inc. | ||
SALINAS NEWSPAPERS LLC | ||
By: Gannett Media Services, LLC, as its Sole Member By: Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
SCRIPPS NP OPERATING, LLC | ||
By: Desk Spinco Inc., as its Sole Member | ||
TEXAS-NEW MEXICO NEWSPAPERS, LLC | ||
By: Texas-New Mexico Newspapers, LLC, as its Manager By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By: Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member |
THANKSGIVING VENTURES, LLC | ||
By: Grateful Media, LLC By: Gannett Satellite Information Network, LLC, as its Sole Member By: Gannett Media Corp., as its Sole Member | ||
YORK NEWSPAPER COMPANY | ||
By: York Newspapers Holdings, L.P., as its General Partner By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member |
YORK NEWSPAPERS HOLDINGS, L.P. | ||
By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
YORK NEWSPAPERS HOLDINGS, LLC | ||
By: York Newspapers Holdings, L.P., as its Sole Member By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member | ||
YORK PARTNERSHIP HOLDINGS, LLC | ||
By: Texas-New Mexico Newspapers, LLC, as its Manager By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member By Gannett Media Corp., as its Member By: The Desert Sun Publishing Co., as its Member By: Gannett Satellite Information Network, LLC, as its Member By: Gannett Media Corp., as its Sole Member By: Gannett International Communications, Inc., as its Member |
Date: August 4, 2022 | ||
/s/ Michael E. Reed | ||
Michael E. Reed | ||
President and Chief Executive Officer | ||
(principal executive officer) |
Date: August 4, 2022 | ||
/s/ Douglas E. Horne | ||
Douglas E. Horne | ||
Chief Financial Officer and | ||
Chief Accounting Officer (principal financial and principal accounting officer) |
/s/ Michael E. Reed |
/s/ Douglas E. Horne |