Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

_______________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number 001-36097

___________________________

GANNETT CO., INC.
(Exact name of registrant as specified in its charter)

___________________________

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)

Registrant's telephone number, including area code: (703) 854-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

GCI

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☒
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of October 30, 2023, 148,876,080 shares of the registrant's Common Stock were outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Part I, Item 2 — Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Part II, Item 1A — Risk Factors" contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views regarding, among other things, our future growth, results of operations, performance, business prospects and opportunities, and our environmental, social and governance goals, and are not statements of historical fact. Words such as "anticipate(s)," "expect(s)," "intend(s)," "plan(s)," "goal," "project(s)," "believe(s)," "focused on," "will," "aim," "would," "could," "can," "may," "seek(s)," "estimate(s)" and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on management's current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties, and other factors that could lead to actual results materially different from those described in the forward-looking statements. We can give no assurance our expectations will be attained. Our actual results, liquidity, and financial condition may differ from the anticipated results, liquidity, and financial condition indicated in the forward-looking statements. Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others, the risks identified by us under the heading "Risk Factors" in this Quarterly Report on Form 10-Q, and under the heading "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023, as well as other risks and factors identified from time to time in our subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

INDEX TO GANNETT CO., INC.

Q3 2023 FORM 10-Q


Item No.		Page
	Part I. Financial Information
1	Financial Statements (unaudited)	2
2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
3	Quantitative and Qualitative Disclosures About Market Risk	44
4	Controls and Procedures	44

	Part II. Other Information
1	Legal Proceedings	45
1A	Risk Factors	45
2	Unregistered Sales of Equity Securities , Use of Proceed s, and Issuer Purchases of Equity Securitie s	46
3	Defaults Upon Senior Securities	46
4	Mine Safety Disclosures	46
5	Other Information	46
6	Exhibits	47
	Signatures	48

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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GANNETT CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


In thousands, except share data	September 30, 2023		December 31, 2022
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	109,240	$	94,255
Accounts receivable, net of allowance of $13,143 and $16,697 as of September 30, 2023 and December 31, 2022, respectively	257,032		289,415
Inventories	29,914		45,223
Prepaid expenses	50,327		46,205
Other current assets	17,107		32,679
Total current assets	463,620		507,777
Property, plant and equipment, net of accumulated depreciation of $373,232 and $360,522 as of September 30, 2023 and December 31, 2022, respectively	246,271		305,994
Operating lease assets	230,961		233,322
Goodwill	533,264		533,166
Intangible assets, net	545,740		613,358
Deferred tax assets	57,284		56,618
Pension and other assets	172,237		143,320
Total assets	$	2,249,377	$	2,393,555
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities	$	310,527	$	351,848
Deferred revenue	128,599		153,648
Current portion of long-term debt	69,339		60,452
Operating lease liabilities	46,918		44,872
Other current liabilities	5,797		6,218
Total current liabilities	561,180		617,038
Long-term debt	580,789		695,642
Convertible debt	412,483		405,681
Deferred tax liabilities	—		1,439
Pension and other postretirement benefit obligations	43,966		50,710
Long-term operating lease liabilities	212,681		219,109
Other long-term liabilities	112,227		108,563
Total noncurrent liabilities	1,362,146		1,481,144
Total liabilities	1,923,326		2,098,182
Commitments and contingent liabilities (See Note 11)
Equity
Preferred stock, $0.01 par value per share, 300,000 shares authorized, of which 0 shares and 150,000 shares were designated as Series A Junior Participating Preferred Stock at September 30, 2023 and December 31, 2022, respectively, none of which were issued and outstanding at September 30, 2023 and December 31, 2022	—		—
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 158,446,632 shares issued and 149,002,959 shares outstanding at September 30, 2023; 153,286,104 shares issued and 146,223,179 shares outstanding at December 31, 2022	1,584		1,533
Treasury stock, at cost, 9,443,673 shares and 7,062,925 shares at September 30, 2023 and December 31, 2022, respectively	(17,392)		(14,737)
Additional paid-in capital	1,422,400		1,409,578
Accumulated deficit	(1,004,300)		(999,401)
Accumulated other comprehensive loss	(75,773)		(101,231)
Total Gannett stockholders' equity	326,519		295,742
Noncontrolling interests	(468)		(369)
Total equity	326,051		295,373
Total liabilities and equity	$	2,249,377	$	2,393,555

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
In thousands, except per share amounts	2023		2022		2023		2022
Advertising and marketing services	$	339,803	$	361,847	$	1,033,960	$	1,120,570
Circulation	227,104		264,732		702,001		827,958
Other	85,964		91,323		258,184		266,111
Total operating revenues	652,871		717,902		1,994,145		2,214,639
Operating costs	416,103		459,343		1,272,387		1,405,230
Selling, general and administrative expenses	184,914		212,473		549,431		662,146
Depreciation and amortization	40,644		44,778		124,126		142,091
Integration and reorganization costs (reversal)	(955)		33,311		18,459		60,454
Asset impairments	188		71		1,370		1,010

Gain on sale or disposal of assets, net	(23,334)		(7,180)		(40,869)		(9,612)
Other operating expenses	370		249		828		1,665
Total operating expenses	617,930		743,045		1,925,732		2,262,984
Operating income (loss)	34,941		(25,143)		68,413		(48,345)
Interest expense	27,918		27,750		84,807		79,840
(Gain) loss on early extinguishment of debt	(2,717)		(1,228)		(3,213)		2,264
Non-operating pension income	(2,929)		(14,990)		(7,007)		(51,363)

Other non-operating income, net	(907)		(651)		(1,324)		(811)
Non-operating expenses	21,365		10,881		73,263		29,930
Income (loss) before income taxes	13,576		(36,024)		(4,850)		(78,275)
Provision for income taxes	16,144		18,098		148		32,649
Net loss	(2,568)		(54,122)		(4,998)		(110,924)
Net loss attributable to noncontrolling interests	(2)		(8)		(99)		(155)
Net loss attributable to Gannett	$	(2,566)	$	(54,114)	$	(4,899)	$	(110,769)

Loss per share attributable to Gannett - basic	$	(0.02)	$	(0.39)	$	(0.04)	$	(0.81)
Loss per share attributable to Gannett - diluted	$	(0.02)	$	(0.39)	$	(0.04)	$	(0.81)

Other comprehensive income (loss):
Foreign currency translation adjustments	$	(7,329)	$	(21,721)	$	4,835	$	(44,925)
Pension and other postretirement benefit items:
Net actuarial gain (loss)	3,522		(99,904)		29,086		(88,914)
Amortization of net actuarial loss	(239)		(125)		(227)		(374)

Amortization of prior service cost	(409)		—		(376)		—
Equity method investments	—		—		610		—
Other	3,860		1,153		(1,682)		3,158
Total pension and other postretirement benefit items	6,734		(98,876)		27,411		(86,130)
Other comprehensive income (loss) before tax	(595)		(120,597)		32,246		(131,055)
Income tax provision (benefit) related to components of other comprehensive income (loss)	1,484		(26,047)		6,788		(23,254)
Other comprehensive income (loss), net of tax	(2,079)		(94,550)		25,458		(107,801)
Comprehensive income (loss)	(4,647)		(148,672)		20,460		(218,725)
Comprehensive loss attributable to noncontrolling interests	(2)		(8)		(99)		(155)
Comprehensive income (loss) attributable to Gannett	$	(4,645)	$	(148,664)	$	20,559	$	(218,570)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine months ended September 30,
In thousands	2023		2022
Operating activities
Net loss	$	(4,998)	$	(110,924)
Adjustments to reconcile net loss to operating cash flows:
Depreciation and amortization	124,126		142,091
Share-based compensation expense	12,727		13,277
Non-cash interest expense	15,942		15,954
Gain on sale or disposal of assets, net	(40,869)		(9,612)

(Gain) loss on early extinguishment of debt	(3,213)		2,264

Asset impairments	1,370		1,010

Pension and other postretirement benefit obligations	(10,765)		(71,640)
Change in other assets and liabilities, net	(20,903)		50,562







Cash provided by operating activities	73,417		32,982
Investing activities
Acquisitions, net of cash acquired	—		(15,432)
Purchase of property, plant and equipment	(29,707)		(35,943)
Proceeds from sale of real estate and other assets	83,799		71,004
Change in other investing activities	(24)		(548)
Cash provided by investing activities	54,068		19,081
Financing activities
Payments of deferred financing costs	—		(957)


Borrowings of long-term debt	—		80,000
Repayments of long-term debt	(111,894)		(127,567)
Acquisition of noncontrolling interests	—		(2,050)


Treasury stock	(2,642)		(6,529)


Changes in other financing activities	1,593		(941)
Cash used for financing activities	(112,943)		(58,044)
Effect of currency exchange rate change on cash	688		(1,447)
Increase (decrease) in cash, cash equivalents and restricted cash	15,230		(7,428)
Cash, cash equivalents and restricted cash at beginning of period	104,804		143,619
Cash, cash equivalents and restricted cash at end of period	$	120,034	$	136,191

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Three months ended September 30, 2023
	Common stock			Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit		Treasury stock			Non-controlling interest
In thousands	Shares	Amount								Shares	Amount				Total
Balance at June 30, 2023	158,436	$	1,584	$	1,418,577	$	(73,694)	$	(1,001,734)	9,311	$	(17,370)	$	(466)	$	326,897
Net loss attributable to Gannett	—	—		—		—		(2,566)		—	—		(2)		(2,568)




Other comprehensive loss, net(a)	—	—		—		(2,079)		—		—	—		—		(2,079)
Share-based compensation expense	—	—		3,944		—		—		—	—		—		3,944
Issuance of common stock	11	—		24		—		—		—	—		—		24
Treasury stock	—	—		—		—		—		8	(20)		—		(20)
Restricted share forfeiture	—	—		—		—		—		125	(2)		—		(2)
Other activity	—	—		(145)		—		—		—	—		—		(145)
Balance at September 30, 2023	158,447	$	1,584	$	1,422,400	$	(75,773)	$	(1,004,300)	9,444	$	(17,392)	$	(468)	$	326,051


	Three months ended September 30, 2022
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest
In thousands	Shares	Amount								Shares	Amount				Total
Balance at June 30, 2022	152,598	$	1,526	$	1,402,652	$	46,747	$	(978,054)	5,810	$	(14,700)	$	(263)	$	457,908
Net loss attributable to Gannett	—	—		—		—		(54,114)		—	—		(8)		(54,122)
Restricted stock awards settled, net of withholdings	—	—		(178)		—		—		—	—		—		(178)
Restricted share grants	96	1		(1)		—		—		—	—		—		—

Other comprehensive loss, net(a)	—	—		—		(94,550)		—		—	—		—		(94,550)
Share-based compensation expense	—	—		4,499		—		—		—	—		—		4,499
Issuance of common stock	16	—		25		—		—		—	—		—		25


Restricted share forfeiture	—	—		—		—		—		682	(6)		—		(6)
Other activity	—	—		(441)		—		—		—	—		—		(441)
Balance at September 30, 2022	152,710	$	1,527	$	1,406,556	$	(47,803)	$	(1,032,168)	6,492	$	(14,706)	$	(271)	$	313,135

(a) For the three months ended September 30, 2023 and 2022, Other comprehensive (loss) is net of an income tax provision of $1.5 million and an income tax benefit of $26.0 million, respectively.

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GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Nine months ended September 30, 2023
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest
In thousands	Shares	Amount								Shares	Amount				Total
Balance at December 31, 2022	153,286	$	1,533	$	1,409,578	$	(101,231)	$	(999,401)	7,063	$	(14,737)	$	(369)	$	295,373
Net loss attributable to Gannett	—	—		—		—		(4,899)		—	—		(99)		(4,998)


Restricted share grants	4,682	47		(47)		—		—		—	—		—		—

Other comprehensive income, net(a)	—	—		—		25,458		—		—	—		—		25,458
Share-based compensation expense	—	—		12,727		—		—		—	—		—		12,727
Issuance of common stock	479	4		70		—		—		—	—		—		74

Treasury stock	—	—		—		—		—		1,132	(2,642)		—		(2,642)
Restricted share forfeiture	—	—		—		—		—		1,249	(13)		—		(13)
Other activity	—	—		72		—		—		—	—		—		72
Balance at September 30, 2023	158,447	$	1,584	$	1,422,400	$	(75,773)	$	(1,004,300)	9,444	$	(17,392)	$	(468)	$	326,051


	Nine months ended September 30, 2022
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest
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	—	—		—		—		(110,769)		—	—		(155)		(110,924)
Acquisition of noncontrolling interests	—	—		(4,419)		—		—		—	—		2,369		(2,050)
Restricted stock awards settled, net of withholdings	615	7		(1,737)		—		—		—	—		—		(1,730)
Restricted share grants	7,127	71		(71)		—		—		—	—		—		—

Other comprehensive loss, net(a)	—	—		—		(107,801)		—		—	—		—		(107,801)
Share-based compensation expense	—	—		13,277		—		—		—	—		—		13,277
Issuance of common stock	301	3		110		—		—		—	—		—		113

Treasury stock	—	—		—		—		—		1,555	(6,529)		—		(6,529)
Restricted share forfeiture	—	—		—		—		—		2,569	(26)		—		(26)
Other activity	—	—		(810)		—		—		—	—		—		(810)
Balance at September 30, 2022	152,710	$	1,527	$	1,406,556	$	(47,803)	$	(1,032,168)	6,492	$	(14,706)	$	(271)	$	313,135

(a) For the nine months ended September 30, 2023 and 2022, Other comprehensive income (loss) is net of an income tax provision of $6.8 million and an income tax benefit of $23.3 million, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — Description of business and basis of presentation

Description of business

Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. Gannett operates a scalable, data-driven media platform that aligns with consumer and digital marketing trends. We aim to be the premier source for clarity, connections, and solutions within our communities. Our mission is to provide unbiased, unique local and national content and unrivaled marketing solutions to the communities we serve. We seek to drive audience growth and engagement by delivering valuable content experiences to our consumers, while offering the unique products and marketing expertise our advertisers desire. Our strategy prioritizes the growth of highly recurring digital businesses, while maximizing the lifetime value of our legacy print business, and we expect the execution of this strategy to enable us to continue our evolution to a digitally-focused content platform.

Our current portfolio of media assets includes the USA TODAY NETWORK, which includes USA TODAY and local media organizations in 43 states in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."). We also own digital marketing services companies under the brand LocaliQ, which provide a cloud-based platform of products to enable small and medium-sized businesses to accomplish their marketing goals. In addition, our portfolio includes what we believe is the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures.

Through USA TODAY, our network of local properties, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage with it on virtually any device or platform. Additionally, the Company has strong relationships with hundreds of thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and marketing solutions product suite. The Company reports in two segments: Gannett Media and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions such as legal, human resources, accounting, analytics, finance and marketing, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements.

Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

In the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2023 include all the assets, liabilities, revenues, expenses, and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). In addition, in the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2023 reflect all necessary adjustments for a fair statement of the results for the interim period. All significant intercompany accounts and transactions have been eliminated in consolidation, and the Company consolidates its subsidiaries.

Use of estimates

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

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unaudited condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, and goodwill and intangible asset impairment analysis.

Recent accounting pronouncements not yet adopted

Disclosure Improvements

In October 2023, the Financial Accounting Standards Board (the "FASB") issued guidance, ASU 2023-06, that incorporates several disclosure and presentation requirements into the FASB’s Accounting Standards Codification (the "Codification") currently residing in SEC Regulation S-X and Regulation S-K. As the Company is currently subject to these SEC requirements, ASU 2023-06 is not expected to have a significant impact on the Company. The effective date for each amendment in the Codification will be the date on which the SEC's removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective. If, by June 30, 2027, the SEC has not removed the existing disclosure requirements from Regulation S-X or Regulation S-K, the pending disclosure requirements will be removed from the Codification and will not become effective for any entity. ASU 2023-06 will be applied prospectively.

NOTE 2 — Revenues

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

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


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Print advertising	$	137,154	$	159,324	$	434,383	$	506,295
Digital advertising and marketing services	202,649		202,523		599,577		614,275
Advertising and marketing services	339,803		361,847		1,033,960		1,120,570
Print circulation	187,065		230,200		588,275		730,827
Digital-only subscription	40,039		34,532		113,726		97,131
Circulation	227,104		264,732		702,001		827,958
Other (a)	85,964		91,323		258,184		266,111
Total operating revenues	$	652,871	$	717,902	$	1,994,145	$	2,214,639

(a) For the three and nine months ended September 30, 2023, Other revenues included Other Digital revenues, including digital syndication, affiliate, production and licensing revenues of $21.0 million and $59.9 million, respectively, compared to $19.4 million and $57.9 million for the three and nine months ended September 30, 2022, respectively.

For the three and nine months ended September 30, 2023, revenues generated from international locations were approximately 10.6% and 10.3% of total revenues, respectively. For the three and nine months ended September 30, 2022, revenues generated from international locations were approximately 9.6% and 9.4% of total revenues, respectively.

Deferred revenues

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

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

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


	Nine months ended September 30, 2023						Nine months ended September 30, 2022
In thousands	Advertising, marketing services, and other		Circulation		Total		Advertising, marketing services, and other		Circulation		Total
Beginning balance	$	46,327	$	107,321	$	153,648	$	60,665	$	124,173	$	184,838
Acquisition	—		—		—		—		2,388		2,388
Cash receipts, net of refunds	215,155		609,894		825,049		203,704		725,621		929,325
Revenue recognized	(225,527)		(624,571)		(850,098)		(216,540)		(738,426)		(954,966)
Ending balance	$	35,955	$	92,644	$	128,599	$	47,829	$	113,756	$	161,585

NOTE 3 — Accounts receivable, net

Receivables are presented net of allowances, which reflect the Company's expected credit losses based on historical experience as well as current and expected economic conditions. The following table presents changes in the allowance for doubtful accounts:


	Nine months ended September 30,
In thousands	2023		2022
Beginning balance	$	16,697	$	16,470
Current period provision	7,073		5,074
Write-offs charged against the allowance	(14,075)		(13,149)
Recoveries of amounts previously written-off	3,429		3,469
Other	19		192

Ending balance	$	13,143	$	12,056

For the three and nine months ended September 30, 2023, the Company recorded $3.8 million and $7.1 million in bad debt expense, respectively. For the three and nine months ended September 30, 2022, the Company recorded $3.5 million and $5.1 million in bad debt expense, respectively. Bad debt expense is included in Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).

NOTE 4 — Goodwill and intangible assets

Goodwill and intangible assets consisted of the following:


	September 30, 2023						December 31, 2022
In thousands	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Finite-lived intangible assets:
Advertiser relationships	$	445,935	$	224,824	$	221,111	$	445,775	$	192,032	$	253,743
Other customer relationships	101,755		53,806		47,949		102,224		45,811		56,413
Subscriber relationships	251,087		148,309		102,778		251,083		126,899		124,184
Other intangible assets	68,780		61,218		7,562		68,780		55,932		12,848
Sub-total	$	867,557	$	488,157	$	379,400	$	867,862	$	420,674	$	447,188
Indefinite-lived intangible assets:
Mastheads					166,340						166,170
Total intangible assets					$	545,740					$	613,358

Goodwill					$	533,264					$	533,166

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The Company performs its annual goodwill and indefinite-lived intangible impairment assessments as of November 30. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under both ASC 350 "Intangibles - Goodwill and Other" ("ASC 350"), and ASC 360 "Property, Plant and Equipment" ("ASC 360"), which would require interim impairment testing.

As of September 30, 2023, the Company performed a review of potential impairment indicators under both ASC 350 and ASC 360, and it was determined that no indicators of impairment were present.

NOTE 5 — Integration and reorganization costs

Over the past several years, the Company has engaged in a series of individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations, including those of acquired entities. These initiatives impact all the Company's operations and can be influenced by the terms of union contracts. Costs related to these programs, which primarily include severance, facility consolidation and other restructuring-related expenses, are accrued when probable and reasonably estimable or at the time of program announcement.

Severance-related expenses

The Company recorded severance-related expenses by segment as follows:


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Gannett Media	$	495	$	11,334	$	8,315	$	27,106
Digital Marketing Solutions	630		191		602		340
Corporate and other	338		4,212		5,350		5,288
Total	$	1,463	$	15,737	$	14,267	$	32,734

A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets for the nine months ended September 30, 2023 is as follows:


In thousands	Severance and related costs
Beginning balance	$	29,773
Restructuring provision included in integration and reorganization costs	14,267
Cash payments	(36,484)
Ending balance	$	7,556

Other restructuring-related expenses

Other restructuring-related expenses represent costs for consolidating operations, systems implementation, outsourcing of corporate functions and facility consolidations. The Company recorded Other restructuring-related costs by segment as follows:


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Gannett Media (a)	$	(4,034)	$	14,044	$	(4,895)	$	15,034
Digital Marketing Solutions	—		240		—		535
Corporate and other	1,616		3,290		9,087		12,151
Total	$	(2,418)	$	17,574	$	4,192	$	27,720

(a) For the three and nine months ended September 30, 2023, Other restructuring-related costs at the Gannett Media segment reflected the reversal of withdrawal liabilities related to multiemployer pension plans based on settlement of the withdrawal liability. For the three and nine months ended September 30, 2022, Other restructuring-related costs at the Gannett Media segment reflected a withdrawal liability which was expensed as a result of ceasing contributions to a multiemployer pension plan, as well as facilities consolidation expenses associated with exiting a lease.

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NOTE 6 — Debt

The Company's debt consisted of the following:


	September 30, 2023								December 31, 2022
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
Senior Secured Term Loan	$	360.3	$	(5.9)	$	(1.3)	$	353.1	$	438.4	$	(8.9)	$	(1.9)	$	427.6
2026 Senior Notes	305.6		(6.7)		(5.2)		293.7		345.2		(9.4)		(7.3)		328.5
2027 Notes	485.3		(71.3)		(1.5)		412.5		485.3		(81.2)		(1.7)		402.4
2024 Notes	3.3		—		—		3.3		3.3		—		—		3.3
Total debt	$	1,154.5	$	(83.9)	$	(8.0)	$	1,062.6	$	1,272.2	$	(99.5)	$	(10.9)	$	1,161.8
Less: Current portion of long-term debt	$	(69.3)	$	—	$	—	$	(69.3)	$	(60.5)	$	—	$	—	$	(60.5)
Non-current portion of long-term debt	$	1,085.2	$	(83.9)	$	(8.0)	$	993.3	$	1,211.7	$	(99.5)	$	(10.9)	$	1,101.3

Senior Secured Term Loan

On October 15, 2021, Gannett Holdings LLC ("Gannett Holdings"), a wholly-owned subsidiary of the Company, entered into the five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan," formerly referred to as the New Senior Secured Term Loan) with Citibank N.A., as collateral agent and administrative agent for the lenders. On January 31, 2022, Gannett Holdings entered into an amendment (the "Term Loan Amendment") to the Senior Secured Term Loan to provide for new incremental senior secured term loans (the "Incremental Term Loans") in an aggregate principal amount of $50 million. The Incremental Term Loans have substantially identical terms as the Senior Secured Term Loan and are treated as a single tranche with the Senior Secured Term Loan. The Term Loan Amendment also amended the Senior Secured Term Loan to transition the interest rate base from the London Inter-bank Offered Rate ("LIBOR") to the Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"). Effective as of March 21, 2022 and April 8, 2022, Gannett Holdings entered into two separate amendments to the Senior Secured Term Loan to provide for incremental senior secured term loans totaling an aggregate principal amount of $30.0 million (collectively, the "Exchanged Term Loans"). The Exchanged Term Loans have substantially identical terms as the Senior Secured Term Loan and Incremental Term Loans and are treated as a single tranche with the Senior Secured Term Loan and the Incremental Term Loans.

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

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The Senior Secured Term Loan contains usual and customary covenants for credit facilities of this type, including a requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among other things, our ability to incur debt, grant liens, sell assets, make investments and pay dividends, in each case with customary exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.50 to 1.00, and (iii) an unlimited amount if First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of September 30, 2023, the Company was in compliance with all of the covenants and obligations under the Senior Secured Term Loan.

As of September 30, 2023 and December 31, 2022, the Senior Secured Term Loan was recorded at carrying value, which approximated fair value, in the condensed consolidated balance sheets and was classified as Level 2.

For the three and nine months ended September 30, 2023, the Company recognized interest expense of $9.9 million and $30.6 million, respectively, and paid cash interest of $9.8 million and $30.6 million, respectively. For the three and nine months ended September 30, 2022, the Company recognized interest expense of $8.9 million and $23.3 million, respectively, and paid cash interest of $8.9 million and $23.3 million, respectively. For the three and nine months ended September 30, 2023, the Company recognized amortization of original issue discount of $0.7 million and $2.2 million, respectively, and amortization of deferred financing costs of $0.2 million and $0.5 million, respectively. For the three and nine months ended September 30, 2022, the Company recognized amortization of original issue discount of $0.9 million and $2.7 million, respectively, and amortization of deferred financing costs of $0.2 million and $0.6 million, respectively. Additionally, during the three and nine months ended September 30, 2023, there were losses on the early extinguishment of debt of $0.6 million and $1.0 million, respectively. For the three and nine months ended September 30, 2022, the Company recognized losses on early extinguishment of debt which were immaterial and $1.8 million, respectively, related to the write-off of original issue discount and deferred financing costs as a result of early prepayments on the Senior Secured Term Loan.

For the three and nine months ended September 30, 2023, the Company made payments of $31.7 million and $78.1 million, respectively, including quarterly amortization payments, which were classified as financing activities in the condensed consolidated statements of cash flows. In September 2023, the Company received a waiver from certain lenders of the Senior Secured Term Loan that reduced the scheduled quarterly amortization payment payable to those lenders by $13.1 million for the three months ended September 30, 2023, which was the amount used by the Company to repurchase a portion of its 2026 Senior Notes (defined below). As of September 30, 2023, the effective interest rate for the Senior Secured Term Loan was 11.3%.

Senior Secured Notes due 2026

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

For the year ended December 31, 2022, the Company repurchased $54.8 million in aggregate principal amount of outstanding 2026 Senior Notes pursuant to privately negotiated agreements with certain holders of the 2026 Senior Notes. As part of these repurchases, we exchanged an aggregate principal amount equal to $30.0 million of the 2026 Senior Notes for $30.0 million of new term loans under the Senior Secured Term Loan. The repurchases were treated as an extinguishment of a portion of the 2026 Senior Notes, and as a result, for the year ended December 31, 2022, the Company recognized a net gain on the early extinguishment of debt of approximately $2.6 million, which included write-offs of unamortized original issue discount and deferred financing costs.

The Company entered into privately negotiated agreements with certain holders of our 2026 Senior Notes, and for the three and nine months ended September 30, 2023, repurchased $33.5 million and $39.6 million, respectively, of principal of our outstanding 2026 Senior Notes at a discount to par value. In connection with the repurchase of our 2026 Senior Notes in September 2023, the Company received a waiver from certain lenders of the Senior Secured Term Loan which reduced the quarterly amortization payment payable to those lenders by $13.1 million for the three months ended September 30, 2023. As a result of these transactions, for the three and nine months ended September 30, 2023, the Company recognized a net gain on the early extinguishment of debt of approximately $3.3 million and $4.2 million, respectively, which included the write-off of unamortized original issue discount and deferred financing costs.

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Interest on the 2026 Senior Notes is payable semi-annually in arrears, beginning on May 1, 2022. The 2026 Senior Notes mature on November 1, 2026, unless redeemed or repurchased earlier pursuant to the 2026 Senior Notes Indenture. The 2026 Senior Notes may be redeemed at the option of Gannett Holdings, in whole or in part, at any time and from time to time after November 1, 2023, at the redemption prices set forth in the 2026 Senior Notes Indenture. At any time prior to such date, Gannett Holdings will be entitled at its option to redeem all, but not less than all, of the 2026 Senior Notes at the "make-whole" redemption price set forth in the 2026 Senior Notes Indenture. Additionally, at any time prior to November 1, 2023, Gannett Holdings may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2026 Senior Notes at the redemption price set forth in the 2026 Senior Notes Indenture with the net cash proceeds of certain equity offerings. If certain changes of control with respect to Gannett Holdings or the Company occur, Gannett Holdings must offer to purchase the 2026 Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but excluding, the date of purchase. In addition, during any twelve-month period commencing on or after October 15, 2021 and ending prior to November 1, 2023, up to 10% of the aggregate principal amount of the 2026 Senior Notes issued under the 2026 Senior Notes Indenture may be redeemed at a purchase price equal to 103% of the aggregate principal amount of the 2026 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date.

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

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

As of September 30, 2023 and December 31, 2022, the 2026 Senior Notes were recorded at carrying value in the condensed consolidated balance sheets, which did not approximate fair value. The 2026 Senior Notes were classified as Level 2, and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value of the 2026 Senior Notes was $264.3 million and $281.7 million as of September 30, 2023 and December 31, 2022, respectively, and was primarily affected by fluctuations in market interest rates.

The unamortized original issue discount and deferred financing costs will be amortized over the remaining contractual life of the 2026 Senior Notes using the effective interest method. For the three and nine months ended September 30, 2023, the Company recognized interest expense of $4.9 million and $15.0 million, respectively, and paid cash interest of $0.6 million and $10.9 million, respectively. For the three and nine months ended September 30, 2022, the Company recognized interest expense of $5.6 million and $17.1 million, respectively, and paid cash interest of $0.2 million and $13.1 million, respectively. For the three and nine months ended September 30, 2023, the Company recognized amortization of original issue discount of $0.6 million and $1.8 million, respectively, and amortization of deferred financing costs of $0.4 million and $1.4 million, respectively. For the three and nine months ended September 30, 2022, the Company recognized amortization of original discount of $0.7 million and $2.1 million, respectively, and amortization of deferred financing costs of $0.5 million and $1.6 million, respectively. As of September 30, 2023, the effective interest rate on the 2026 Senior Notes was 7.3%.

Senior Secured Convertible Notes due 2027

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

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

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Interest on the 2027 Notes is payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be converted at any time by the holders into cash, shares of the Company's common stock, par value $0.01 per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial conversion rate is 200 shares of Common Stock per $1,000 principal amount of the 2027 Notes, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price").

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

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

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

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

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

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

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

The 2027 Notes have two components: (i) a debt component, and (ii) an equity component. As of September 30, 2023 and December 31, 2022, the debt component of the 2027 Notes was recorded at carrying value in the condensed consolidated balance sheets. The carrying value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed at inception and did not approximate fair value as of September 30, 2023 and December 31, 2022. The 2027 Notes were classified as Level 2, and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value of the 2027 Notes was $393.1 million and $353.7 million as of September 30, 2023 and December 31, 2022, respectively, and was primarily affected by fluctuations in market interest rates and the price of the Company's Common Stock. The fair value of the equity component was classified as Level 3 because it was measured at fair value using a binomial lattice model using assumptions based on market information and historical data, and significant unobservable inputs. As of September 30, 2023 and December 31, 2022, the amount of the conversion feature recorded in Additional paid-in capital was $279.6 million.

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For the three and nine months ended September 30, 2023, the Company recognized interest expense of $7.3 million and $21.8 million, respectively, and paid no interest expense for the three months ended September 30, 2023, and paid interest expense of $14.6 million for the nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, the Company recognized interest expense of $7.3 million and $21.8 million, respectively, and paid no interest expense for the three months ended September 30, 2022, and paid interest expense of $14.6 million for the nine months ended September 30, 2022. In addition, during the three and nine months ended September 30, 2023, the Company recognized amortization of the original issue discount of $3.4 million and $9.9 million, respectively, and an immaterial amount of amortization of deferred financing costs. For the three and nine months ended September 30, 2022, the Company recognized amortization of original issue discount of $3.1 million and $8.9 million, respectively, and an immaterial amount of amortization of deferred financing costs. As of September 30, 2023, the effective interest rate on the liability component of the 2027 Notes was 10.5%.

For the nine months ended September 30, 2023, no shares were issued upon conversion, exercise, or satisfaction of the required conditions. Refer to Note 10 — Supplemental equity information for details on the impact of the 2027 Notes to diluted earnings per share under the if-converted method.

Senior Convertible Notes due 2024

The $3.3 million principal value of the remaining 4.75% convertible senior notes due April 15, 2024 (the "2024 Notes") outstanding is reported within the Current portion of long-term debt in the September 30, 2023 condensed consolidated balance sheet. As of September 30, 2023, the effective interest rate on the 2024 Notes was 6.05%. As of September 30, 2023 and December 31, 2022, the 2024 Notes were recorded at carrying value, which approximated fair value, in the condensed consolidated balance sheets and were classified as Level 2.

NOTE 7 — Pensions and other postretirement benefit plans

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

Retirement plan costs include the following components:


	Pension benefits				Postretirement benefits
	Three months ended September 30,				Three months ended September 30,
In thousands	2023		2022		2023		2022
Operating expenses:
Service cost - benefits earned during the period	$	335	$	448	$	10	$	19
Non-operating expenses:
Interest cost on benefit obligation	21,248		17,715		486		442
Expected return on plan assets	(24,015)		(32,316)		—		—
Amortization of prior service cost (benefit)	18		—		(427)		—
Amortization of actuarial loss (gain)	556		22		(795)		(147)
Pension settlement gain	—		(706)		n/a		n/a
Total non-operating (benefit) expense	$	(2,193)	$	(15,285)	$	(736)	$	295
Total (benefit) expense for retirement plans	$	(1,858)	$	(14,837)	$	(726)	$	314

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	Pension benefits				Postretirement benefits
	Nine months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Operating expenses:
Service cost - benefits earned during the period	$	1,005	$	1,357	$	30	$	57
Non-operating expenses:
Interest cost on benefit obligations	63,343		54,496		1,750		1,327
Expected return on plan assets	(71,497)		(106,106)		—		—
Amortization of prior service cost (benefit)	51		—		(427)		—
Amortization of actuarial loss (gain)	1,640		67		(1,867)		(441)
Pension settlement gain	—		(706)		n/a		n/a
Total non-operating (benefit) expense	$	(6,463)	$	(52,249)	$	(544)	$	886
Total (benefit) expense for retirement plans	$	(5,458)	$	(50,892)	$	(514)	$	943

Contributions

We are contractually obligated to contribute to our pension and postretirement benefit plans. During the nine months ended September 30, 2023, we contributed $1.2 million and $3.6 million to our pension and other postretirement plans, respectively. Beginning with the quarter ended December 31, 2022, and ending with the quarter ending September 30, 2024, the GR Plan's appointed actuary will certify the GR Plan's funded status for each quarter (the "Quarterly Certification") in accordance with U.S. GAAP. If the GR Plan is less than 100% funded, the Company will make a $1.0 million contribution to the GR Plan no later than 60 days following the receipt of the Quarterly Certification, provided, however, that the Company's obligation to make additional contractual contributions will terminate the earlier of (a) the day following the date that a contractual contribution would be due for the quarter ending September 30, 2024, and (b) the date the Company has made a total of $5.0 million of contractual contributions subsequent to June 30, 2022. As of September 30, 2023, the GR Plan was more than 100% funded.

NOTE 8 — Fair value measurement

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

As of September 30, 2023 and December 31, 2022, assets and liabilities recorded at fair value and measured on a recurring basis primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair value hierarchy.

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

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

The Company has classified certain real estate assets as held for sale, primarily at the Gannett Media segment, totaling $1.3 million and $8.4 million as of September 30, 2023 and December 31, 2022, respectively, as part of our plan to monetize non-core assets. We expect to record a gain on the sale of assets held for sale as of September 30, 2023 in the fourth quarter of 2023 upon closing of the transactions. During the three and nine months ended September 30, 2023, we recognized net gains on the sale of assets of $23.3 million and $40.9 million, respectively, primarily in connection with assets held for sale at both June 30, 2023 and December 31, 2022.

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The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the fourth quarter of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Refer to Note 4 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment.

NOTE 9 — Income taxes

The following table outlines our pre-tax net income (loss) and income tax amounts:


	Three months ended September 30,						Nine months ended September 30,
In thousands	2023			2022			2023			2022
Income (loss) before income taxes	$	13,576		$	(36,024)		$	(4,850)		$	(78,275)
Provision for income taxes	16,144			18,098			148			32,649
Effective tax rate	118.9		%	(50.2)		%	(3.1)		%	(41.7)		%

The provision for income taxes is calculated by applying the projected annual effective tax rate for the year to the current period income or loss before tax plus the tax effect of any significant or unusual items (discrete events), and changes in tax laws. The provision for income taxes for the three months ended September 30, 2023, was mainly driven by an increase in the estimated annual effective tax rate applied to the full year resulting from a decrease in the net income before tax projections used in the third quarter of 2023, the change in valuation allowances on non-deductible U.S. interest expense carryforwards, and the global intangible low-taxed income inclusion. The provision was calculated using an estimated annual effective tax rate of 159.4%. The estimated annual effective tax rate is principally impacted by valuation allowances on non-deductible interest expense carryforwards, the global intangible low-taxed income inclusion, and foreign tax expense, which is partially offset by the benefit of U.S. pre-tax book loss. The estimated annual effective tax rate is based on the projected tax expense for the full year.

The provision for income taxes for the nine months ended September 30, 2023, was mainly driven by the change in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion, partially offset by the tax benefit of the year to date pre-tax book loss.

The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $61.5 million and $43.3 million as of September 30, 2023 and December 31, 2022, respectively. The Company recognizes interest and penalties related to unrecognized tax benefit as a component of income tax expense. The amount of accrued interest and penalties payable related to unrecognized tax benefits was $4.6 million and $3.9 million as of September 30, 2023 and December 31, 2022, respectively.

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

The provision for income taxes for the three months ended September 30, 2022, was mainly driven by the valuation allowances on non-deductible interest expense carryforwards and the global intangible low-taxed income inclusion from our wholly owned U.K. subsidiary. The provision was calculated using the estimated annual effective tax rate of negative 46.3%.

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

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months ended September 30, 2023, we did not experience a material financial impact from the Inflation Reduction Act. We do not anticipate a material financial impact from the Inflation Reduction Act during the fourth quarter of 2023.

We are subject to income taxes and various other taxes in the U.S. and in many foreign jurisdictions; therefore, changes in both domestic and international tax laws or regulations have affected and may affect our effective tax rate, results of operations, and cash flows. The Organization for Economic Co-operation and Development (the "OECD")/G20 Inclusive Framework on Base Erosion and Profit Shifting has agreed on a two-pillar approach to address tax challenges arising from the digitalization of the global economy by (i) allocating profits to market jurisdictions ("Pillar One") and (ii) ensuring multinational enterprises pay a minimum level of tax regardless of where the headquarters are located or the jurisdictions in which the company operates ("Pillar Two"). Pillar One targets multinational groups with global revenue exceeding €20 billion and a profit-to-revenue ratio of more than 10%. Companies subject to Pillar One will be required to allocate profits and pay taxes to market jurisdictions. Based on the current proposed revenue and profit thresholds, the Company does not expect to be subject to tax changes associated with Pillar One. Pillar Two focuses on global profit allocation and a global minimum tax rate. On December 12, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the OECD Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective date is January 1, 2024 for the Pillar Two directive. Other countries are also actively considering changes to their tax laws to adopt certain parts of the OECD's proposals. The Company will continue to evaluate the potential future impact of Pillar One and Pillar Two proposals on our consolidated financial statements and related disclosures.

NOTE 10 — Supplemental equity information

Loss per share

The following table sets forth the information to compute basic and diluted loss per share:


	Three months ended September 30,				Nine months ended September 30,
In thousands, except per share data	2023		2022		2023		2022
Net loss attributable to Gannett	$	(2,566)	$	(54,114)	$	(4,899)	$	(110,769)



Basic weighted average shares outstanding	140,373		137,008		139,378		136,857



Diluted weighted average shares outstanding	140,373		137,008		139,378		136,857

Loss per share attributable to Gannett - basic	$	(0.02)	$	(0.39)	$	(0.04)	$	(0.81)
Loss per share attributable to Gannett - diluted	$	(0.02)	$	(0.39)	$	(0.04)	$	(0.81)

The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive:


	Three months ended September 30,		Nine months ended September 30,
In thousands	2023	2022	2023	2022
Warrants	845	845	845	845
Stock options	6,068	6,068	6,068	6,068
Restricted stock grants (a)	8,779	11,211	8,779	11,211
2027 Notes (b)	97,057	97,057	97,057	97,057

(a)Includes Restricted stock awards ("RSAs"), Restricted stock units ("RSUs") and Performance stock units ("PSUs").

(b)Represents the total number of shares that would be convertible at September 30, 2023 and 2022 as stipulated in the 2027 Notes Indenture.

The 2027 Notes may be converted at any time by the holders into cash, shares of the Company's Common Stock or any combination of cash and Common Stock, at the Company's election. Conversion of all of the 2027 Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 287.2 million shares of Common Stock. The Company has excluded approximately 287.2 million shares from the income (loss) per share calculation, representing the total number of shares issuable assuming the maximum increase in the conversion rate. As of September 30, 2023, 97.1 million shares representing the total number of shares that would be convertible were excluded from the income (loss) per share calculation because their effect would be antidilutive.

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Share-based compensation

Share-based compensation expense was $3.9 million and $12.7 million for the three and nine months ended September 30, 2023, respectively, and $4.5 million and $13.3 million for the three and nine months ended September 30, 2022, respectively.

The total compensation cost not yet recognized related to non-vested awards as of September 30, 2023 was $20.2 million, which is expected to be recognized over a weighted-average period of 1.7 years through June 2025.

Equity awards

During the nine months ended September 30, 2023, a total of 5.2 million RSAs were granted. RSAs generally vest one-third on each of the first three anniversaries of the date of grant, subject to the participants' continued employment with the Company and the terms of the applicable award agreement. The weighted average grant date fair value of RSAs granted during the nine months ended September 30, 2023 was $1.87.

Preferred stock

The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the Company's Board of Directors. The Company previously designated 150,000 preferred shares as Series A Junior Participating Preferred Stock, which were eliminated on May 5, 2023 upon the filing of a Certificate of Elimination with the Secretary of State of the State of Delaware and which shares were returned to the status of authorized but unissued shares of preferred stock, without designation. There were no issuances of preferred stock during the nine months ended September 30, 2023.

Stock Repurchase Program

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

During the three and nine months ended September 30, 2023, the Company did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of September 30, 2023, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. The Company does not anticipate repurchasing any shares of Common Stock pursuant to the Stock Repurchase Program during the fourth quarter of 2023.

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Accumulated other comprehensive loss

The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax:


	Nine months ended September 30, 2023						Nine months ended September 30, 2022
In thousands	Pension and postretirement benefit plans		Foreign currency translation		Total		Pension and postretirement benefit plans		Foreign currency translation		Total
Beginning balance	$	(86,351)	$	(14,880)	$	(101,231)	$	50,870	$	9,128	$	59,998
Other comprehensive income (loss) before reclassifications, net of taxes	21,080		4,835		25,915		(62,075)		(44,925)		(107,000)
Amounts reclassified from accumulated other comprehensive loss(a)(b)(c)	(457)		—		(457)		(801)		—		(801)
Net current period other comprehensive income (loss), net of taxes	20,623		4,835		25,458		(62,876)		(44,925)		(107,801)
Ending balance	$	(65,728)	$	(10,045)	$	(75,773)	$	(12,006)	$	(35,797)	$	(47,803)

(a)Amounts reclassified from accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.

(b)Amounts reclassified from accumulated other comprehensive loss are recorded net of tax impacts of $146 thousand and $279 thousand for the nine months ended September 30, 2023 and 2022, respectively.

(c)Amounts reclassified from accumulated other comprehensive loss include a net pension settlement gain of $0.7 million ($0.5 million, net of tax) for the nine months ended September 30, 2022. See Note 7 — Pensions and other postretirement benefit plans.

NOTE 11 — Commitments, contingencies, and other matters

Legal Proceedings

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

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

On June 20, 2023, the Company filed a civil action against Google LLC and Alphabet Inc. (together, "Google") in the U.S. District Court in the Southern District of New York seeking injunctive relief and damages for the anticompetitive monopolization of advertising technology markets and for deceptive commercial practices. The Company's complaint details more than a dozen anticompetitive and deceptive acts that the Company believes demonstrate Google's unfair control and manipulation of all sides of each online advertising transaction. The Company intends to vigorously pursue this action. However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods, if and when the contingency is resolved, in accordance with ASC 450 "Contingencies." We do not expect pursuing this lawsuit to be a significant cost to us.

NOTE 12 — Segment reporting

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

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•Gannett Media is comprised of our portfolio of local, regional, national, and international newspaper publishers. The results of this segment include Advertising and marketing services revenues from local, classified, and national advertising across multiple platforms, including print, online, mobile, and tablet as well as niche publications, Circulation revenues from home delivery, digital distribution and single copy sales of our publications, and Other revenues, mainly from commercial printing, distribution arrangements, revenues from our events business, digital content syndication and affiliate revenues, and third-party newsprint sales. The Gannett Media reportable segment is an aggregation of two operating segments: Domestic Gannett Media and Newsquest.

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

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

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

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

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

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	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Revenues:
Gannett Media	$	567,540	$	633,006	$	1,742,438	$	1,968,269
Digital Marketing Solutions	121,919		120,049		357,525		347,771
Corporate and other	1,532		1,328		4,603		4,042
Intersegment Eliminations	(38,120)		(36,481)		(110,421)		(105,443)
Total operating revenues	652,871		717,902		1,994,145		2,214,639
Adjusted EBITDA:
Gannett Media	54,260		46,023		177,342		165,527
Digital Marketing Solutions	13,575		15,690		40,728		41,176
Corporate and other	(8,311)		(9,804)		(24,493)		(39,772)
Net loss attributable to noncontrolling interests	2		8		99		155
Interest expense	27,918		27,750		84,807		79,840
(Gain) loss on early extinguishment of debt	(2,717)		(1,228)		(3,213)		2,264
Non-operating pension income	(2,929)		(14,990)		(7,007)		(51,363)

Depreciation and amortization	40,644		44,778		124,126		142,091
Integration and reorganization costs (reversal)	(955)		33,311		18,459		60,454
Other operating expenses	370		249		828		1,665
Asset impairments	188		71		1,370		1,010

Gain on sale or disposal of assets, net	(23,334)		(7,180)		(40,869)		(9,612)
Share-based compensation expense	3,944		4,499		12,727		13,277
Other items	2,817		665		7,100		5,425
Income (loss) before income taxes	13,576		(36,024)		(4,850)		(78,275)
Provision for income taxes	16,144		18,098		148		32,649
Net loss	(2,568)		(54,122)		(4,998)		(110,924)
Net loss attributable to noncontrolling interests	(2)		(8)		(99)		(155)
Net loss attributable to Gannett	$	(2,566)	$	(54,114)	$	(4,899)	$	(110,769)

Asset information by segment is not a key measure of performance used by the CODM function. Accordingly, we have not disclosed asset information by segment.

NOTE 13 — Other supplemental information

Cash and cash equivalents, including restricted cash

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

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


	September 30,
In thousands	2023		2022
Cash and cash equivalents	$	109,240	$	124,867
Restricted cash included in other current assets	488		1,078
Restricted cash included in pension and other assets	10,306		10,246
Total cash, cash equivalents and restricted cash	$	120,034	$	136,191

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Supplemental cash flow information

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


	Nine months ended September 30,
In thousands	2023		2022
Cash paid for taxes, net of refunds	$	5,534	$	2,726
Cash paid for interest	56,137		51,021
Non-cash investing and financing activities:
Accrued capital expenditures	$	2,416	$	970

Supplemental lease information

In 2023, the Company sold two properties in Michigan and Arizona, for a total of $60.5 million, which resulted in a net gain of $39.3 million. Contemporaneously with the closing of the sales, the Company entered into leases pursuant to which we leased back the properties for cumulative annual rent of $39.9 million, subject to annual escalations. The leases are being accounted for as operating leases. For the nine months ended September 30, 2023 and 2022, we recognized a gain on sale and leaseback transactions, net totaling $40.6 million and $12.3 million, respectively.

Accounts payable and accrued liabilities

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


In thousands	September 30, 2023		December 31, 2022
Accounts payable	$	159,284	$	189,094
Compensation	61,577		87,937
Taxes (primarily property, sales, and payroll taxes)	11,310		11,940
Benefits	20,896		21,942
Interest	17,520		6,162
Other	39,940		34,773
Accounts payable and accrued liabilities	$	310,527	$	351,848

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations and quantitative and qualitative disclosures should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission. Management's Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements that reflect our plans, estimates, and beliefs, all of which are based on our current expectations and could be affected by certain uncertainties, risks, and other factors described under Cautionary Note Regarding Forward-Looking Statements, Risk Factors, and elsewhere throughout this Quarterly Report, as well as the factors described in our Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent periodic reports filed with the Securities and Exchange Commission, particularly under "Risk Factors." Our actual results could differ materially from those discussed in the forward-looking statements.

OVERVIEW

We are a subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. We operate a scalable, data-driven media platform that aligns with consumer and digital marketing trends. We aim to be the premier source for clarity, connections, and solutions within our communities. Our mission is to provide unbiased, unique local and national content and unrivaled marketing solutions to the communities we serve. We seek to drive audience growth and engagement by delivering valuable content experiences to our consumers, while offering the unique products and marketing expertise our advertisers desire. Our strategy prioritizes the growth of highly recurring digital businesses, while maximizing the lifetime value of our legacy print business, and we expect the execution of this strategy to enable us to continue our evolution to a digitally-focused content platform.

Our current portfolio of media assets includes the USA TODAY NETWORK, which includes USA TODAY and local media organizations in 43 states in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."). We also own digital marketing services companies under the brand LocaliQ, which provide a cloud-based platform of products to enable small and medium-sized businesses ("SMBs") to accomplish their marketing goals. In addition, our portfolio includes what we believe is the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures.

Through USA TODAY, our network of local properties, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage with it on virtually any device or platform. Additionally, we have strong relationships with hundreds of thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and digital marketing solutions product suite. We report in two segments: Gannett Media and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as legal, human resources, accounting, analytics, finance and marketing, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements.

Business Trends

We have considered several industry trends when assessing our business strategy:

•Print advertising and circulation revenues continue to decline as our audience increasingly moves to digital platforms. We seek to optimize our print operations to efficiently manage for the declining print audience. We are focused on converting a growing digitally-focused audience into paid digital-only subscribers to our publications.

•Inflationary prices across a number of categories such as labor, fuel, delivery costs, newsprint, ink, and printing plates have had and are expected to continue to have a negative impact on our overall cost structure year over year. In the short term, we believe the impact of inflationary pressure peaked in 2022.

•Our revenues and results of operations have been and can be significantly influenced by general macroeconomic conditions, including but not limited to, interest rates, inflation, housing demand, employment levels, and consumer confidence. We believe that these factors are contributing to uncertainty in SMBs, which is resulting in lower levels of advertising performance and reduced spending in categories such as home services.

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Recent Developments

Debt Repurchase

During the three and nine months ended September 30, 2023, we entered into privately negotiated agreements with certain holders of our $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes"), and repurchased $33.5 million and $39.6 million, respectively, of principal of our outstanding 2026 Senior Notes at a discount to par value. As a result of the repurchases of our 2026 Senior Notes, for the three and nine months ended September 30, 2023, we recognized net gains on the early extinguishment of debt of approximately $3.3 million and $4.2 million, respectively, which included the write-off of unamortized original issue discount and deferred financing costs. In addition, for the three and nine months ended September 30, 2023, we repaid approximately $31.7 million and $78.1 million, respectively, of our five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan," formerly referred to as the New Senior Secured Term Loan), including quarterly amortization payments. As a result of repayments related to our Senior Secured Term Loan, for the three and nine months ended September 30, 2023, we recognized net losses on the early extinguishment of debt of $0.6 million and $1.0 million, respectively, which included the write-off of unamortized original issue discount and deferred financing costs. In September 2023, we received a waiver from certain lenders of our Senior Secured Term Loan that reduced the scheduled quarterly amortization payment payable to those lenders by $13.1 million for the three months ended September 30, 2023, which was the amount we used to repurchase a portion of our 2026 Senior Notes.

Certain Matters Affecting Comparability

The following items affect period-over-period comparisons and will continue to affect period-over-period comparisons for future results:

Gain on sale or disposal of assets, net

For the three and nine months ended September 30, 2023, we recognized a net gain on the sale of assets of $23.3 million and $40.9 million, respectively, primarily related to net gains of $23.5 million and $39.7 million, respectively, at the Gannett Media segment due to the sales of domestic production facilities as part of our plan to monetize non-core assets, and for the nine months ended September 30, 2023, the gain on the sale of assets also included the sale of intellectual property of $1.4 million at our Corporate and other category. For the three and nine months ended September 30, 2022, we recognized a net gain on the sale of assets of $7.2 million and $9.6 million, respectively, primarily at the Gannett Media segment mainly related to the sales of domestic production facilities as part of our plan to monetize non-core assets.

Integration and reorganization costs

For the three and nine months ended September 30, 2023, we incurred Integration and reorganization costs, including $1.5 million and $14.3 million, respectively, related to severance activities and $1.9 million and $10.6 million, respectively, related to other costs, including costs for consolidating operations, primarily related to systems implementation and the outsourcing of corporate functions. In addition, for the three and nine months ended September 30, 2023, other costs were offset by the reversal of withdrawal liabilities related to multiemployer pension plans of $4.3 million and $6.4 million, respectively, based on settlement of the withdrawal liability. For the three and nine months ended September 30, 2022, we incurred Integration and reorganization costs of $33.3 million and $60.5 million, respectively. Of the total costs incurred, $15.7 million and $32.7 million, respectively, were related to severance activities and $17.6 million and $27.7 million, respectively, were related to other costs, including a withdrawal liability of $8.6 million recognized in both the three and nine months ended September 30, 2022, which was expensed as a result of ceasing contributions to a multiemployer pension plan, costs related to consolidating operations, primarily related to systems implementation and the outsourcing of corporate functions as well as facilities consolidation expenses associated with exiting a lease.

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Foreign currency

Our U.K. media operations are conducted through our Newsquest subsidiary. In addition, we have foreign operations in regions such as Canada, Australia, New Zealand and India. Earnings from operations in foreign regions are translated into U.S. dollars at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Currency translation fluctuations may impact revenue, expense, and operating income results for our international operations. Foreign currency headwinds have increased significantly as the U.S. dollar strengthened in relation to many foreign currencies, including the U.K. pound sterling. Foreign currency exchange rate fluctuations negatively impacted our revenues and profitability during the three and nine months ended September 30, 2023, and may continue to negatively impact our financial results in the future.

Strategy

Gannett is committed to a subscription-led business strategy that drives audience growth and engagement by delivering valuable content experiences to our consumers, while offering the unique products and marketing expertise our advertisers desire. The execution of this strategy is expected to allow us to continue our evolution from a more traditional print media business to a digitally focused content creator and marketing solutions platform.

We intend to create stockholder value through a variety of methods, including organic growth driven by our consumer and business-to-business strategies, as well as through paying down debt. The five key operating pillars of our strategy include:

Driving digital subscriptions growth

As consumers have become increasingly interested in digital consumption of news, a key element to our consumer strategy is growing our paid digital-only subscriber base. We are able to deliver our unique local and national content to our customers across multiple print and digital platforms, and expect the addressable market for our digital platforms to continue to grow. In service of that, we expect to develop and launch additional digital subscription offerings tailored to specific topics and audiences in the future. We are focused on growing our digital-only subscriber base in order to maximize overall return and, as a result, the volume of new digital-only subscriptions is expected to fluctuate versus historical trends.

Driving Digital Marketing Solutions growth by engaging more customers in recurring monthly revenue offerings

We are now of significant digital scale, with unique reach at both the national and local community levels. We expect to leverage our integrated sales structure and lead generation strategy to continue to aggressively expand our digital marketing services business into our local markets, both domestically and internationally. Given our extensive customer base and volume of digital campaigns, we plan to use data and insights to inform new and dynamic advertising products, such as our "freemium" offering to complement our sales structures, which we believe will deliver superior results.

Optimizing our traditional businesses across print and advertising

We plan to continue to drive the profitability and lifetime value of our traditional operations by focusing on product and property-level performance across our portfolio. We expect the continued evolution of the core print product, but remain committed to providing strong customer service and delivering high quality products for our print subscribers. Advertising, both print and digital, continues to offer a compelling branding opportunity across our network due to our scale and unique reach at both the national and local community levels.

Prioritize investments in growth businesses

By leveraging our unique footprint, trusted brands, and media reach, we identify, experiment with, and invest in potential growth businesses. Some examples of our growth businesses include our community events and promotions subsidiary, USA TODAY NETWORK Ventures, our consumer product review site, Reviewed, and our sports betting presence, which we have expanded through strategic partnerships. We expect to engage in future partnerships and expanded product offerings that can further monetize our significant audience and unique footprint.

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Building on our environmental, social and governance focus to foster culture and community both internally and externally

We will continue our environmental, social and governance ("ESG") journey that is rooted in our strategic mission to empower our communities to thrive and putting our customers at the center of everything we do. We support that mission with clearly defined values that aim to influence not only what we do, but how we do it, with one of the core pillars focusing on our ongoing commitments to inclusion, diversity, and equity ("ID&E"). From our internal efforts around recruiting, development and retention, to our external efforts to provide high quality products and excellent customer service, we believe our strategic focus will benefit from our continued commitment to building upon our culture and community values.

Macroeconomic Environment

The U.S. and global economies and markets experienced increased volatility in 2022, and are expected to continue to experience volatility, due to factors, including higher inflation, increased interest rates, banking volatility, and other geopolitical events that are anticipated to continue during the remainder of 2023. Uncertain economic conditions adversely impacted our advertising revenues, and the occurrence of these factors has resulted in a reduction in demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop spend. The impact of the uncertain macroeconomic conditions has not changed substantially since the initial volatility that began in the second quarter of 2022.

These challenging conditions, especially higher inflation and interest rates, have negatively impacted the consumer and resulted in increased price sensitivity from our print and paid digital-only subscribers. Consumer purchases of discretionary items, including our products and services, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. Increased consumer price sensitivity, along with delivery challenges associated with labor shortages, and ongoing consumer sentiment negatively impacted print circulation volumes as compared to the same periods in the prior year. In addition, SMBs are facing a more complex marketing environment and need to create digital presence to capture audience online. Advertisers are increasingly looking for more effective ways to analyze their return on marketing investments and are seeking solutions that offer greater attribution. We offer a broad suite of digital marketing services products that offer a single, unified solution to meet their digital marketing needs.

As a result of the macroeconomic volatility, we experienced rising costs, including costs associated with labor, newsprint, delivery, ink, printing plates, fuel, and utilities. However, we believe that the inflationary pressures peaked in 2022 and we are beginning to realize and expect we may continue to realize lower prices related to newsprint costs. We are also exposed to potential increases in interest rates associated with our Senior Secured Term Loan, which as of September 30, 2023 and December 31, 2022, accounted for approximately 31% and 34% of our outstanding debt, respectively, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K. We expect continued uncertainty and volatility in the U.S. and global economies which will continue to impact our business.

Recent U.S. and International Tax Legislation

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"), which includes, among other provisions, changes to the U.S. corporate income tax system, including a 15% minimum tax based on "average adjusted financial statement income" exceeding $1 billion for any three consecutive years preceding the tax year and a 1% excise tax on net repurchases of stock in excess of $1 million after December 31, 2022. During the three and nine months ended September 30, 2023, we did not experience a material financial impact from the Inflation Reduction Act. We do not anticipate a material financial impact from the Inflation Reduction Act during the fourth quarter of 2023.

We are subject to income taxes and various other taxes in the U.S. and in many foreign jurisdictions; therefore, changes in both domestic and international tax laws or regulations have affected and may affect our effective tax rate, results of operations, and cash flows. The Organization for Economic Co-operation and Development (the "OECD")/G20 Inclusive Framework on Base Erosion and Profit Shifting has agreed on a two-pillar approach to address tax challenges arising from the digitalization of the global economy by (i) allocating profits to market jurisdictions ("Pillar One") and (ii) ensuring multinational enterprises pay a minimum level of tax regardless of where the headquarters are located or the jurisdictions in which the company operates ("Pillar Two"). Pillar One targets multinational groups with global revenue exceeding €20 billion and a profit-to-revenue ratio of more than 10%. Companies subject to Pillar One will be required to allocate profits and pay taxes to market jurisdictions. Based on the current proposed revenue and profit thresholds, we do not expect to be subject to tax changes associated with Pillar One. Pillar Two focuses on global profit allocation and a global minimum tax rate. On December 12, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the OECD Pillar Two Framework that was supported by over 130 countries

worldwide. The EU effective date is January 1, 2024 for the Pillar Two directive. Other countries are also actively considering changes to their tax laws to adopt certain parts of the OECD's proposals. We will continue to evaluate the potential future impact of Pillar One and Pillar Two proposals on our consolidated financial statements and related disclosures.

Seasonality

Our revenues are subject to moderate seasonality, primarily due to fluctuations in advertising volumes. Advertising and marketing services revenues for our Gannett Media segment are typically highest in the fourth quarter, primarily due to fluctuations in advertising volumes tied to the holidays, regional weather, and levels of activity in our various markets, some of which have a high degree of seasonal residents and tourists. The volume of advertising sales in any period is also impacted by other external factors such as competitors' pricing, advertisers' decisions to increase or decrease their advertising expenditures in response to anticipated consumer demand, and general economic conditions. Uncertain economic conditions continued to adversely impact our advertising revenues during 2023, and the occurrence of these factors has resulted in a reduction in demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop spend. Refer to "Macroeconomic Environment" above for further discussion.

Environmental, Social and Governance Initiatives

As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities. We are dedicated to ensuring that we have mindful and ethical business practices that positively impact our world. In early 2023, we published our 2023 ESG Report detailing the progress we made on our U.N. Sustainable Development Goals ("U.N. SDGs") that include Reduced Inequalities, Climate Action, and Peace, Justice & Strong Institutions. The 2023 ESG Report included noteworthy highlights such as our efforts to improve our workplace diversity, expand our systems infrastructure to provide Scope 1 and 2 emissions for our entire global carbon footprint and reduce our number of manufacturing facilities. Also in early 2023, we published the inaugural edition of our network-wide 2022 Impact Report, which highlighted what we believe are the most influential articles we produced in 2022 and includes topics such as coverage on inclusion, diversity, and equity, as well as climate change.

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RESULTS OF OPERATIONS

Consolidated Summary

A summary of our consolidated results is presented below:


	Three months ended September 30,								Nine months ended September 30,
In thousands, except per share amounts					Change								Change
	2023		2022		$		%		2023		2022		$		%
Operating revenues:
Local and national print	$	77,194	$	92,957	$	(15,763)	(17)	%	$	245,457	$	301,422	$	(55,965)	(19)	%
Classified print	59,960		66,367		(6,407)		(10)	%	188,926		204,873		(15,947)		(8)	%
Print advertising	137,154		159,324		(22,170)		(14)	%	434,383		506,295		(71,912)		(14)	%

Digital media	67,643		67,886		(243)		—	%	201,771		223,916		(22,145)		(10)	%
Digital marketing services (a)	121,891		119,745		2,146		2	%	357,113		346,201		10,912		3	%
Digital classified	13,115		14,892		(1,777)		(12)	%	40,693		44,158		(3,465)		(8)	%
Digital advertising and marketing services	202,649		202,523		126		—	%	599,577		614,275		(14,698)		(2)	%

Advertising and marketing services	339,803		361,847		(22,044)		(6)	%	1,033,960		1,120,570		(86,610)		(8)	%

Print circulation	187,065		230,200		(43,135)		(19)	%	588,275		730,827		(142,552)		(20)	%
Digital-only subscription	40,039		34,532		5,507		16	%	113,726		97,131		16,595		17	%
Circulation	227,104		264,732		(37,628)		(14)	%	702,001		827,958		(125,957)		(15)	%

Other (a)	85,964		91,323		(5,359)		(6)	%	258,184		266,111		(7,927)		(3)	%

Total operating revenues	652,871		717,902		(65,031)		(9)	%	1,994,145		2,214,639		(220,494)		(10)	%

Total operating expenses (b)	617,930		743,045		(125,115)		(17)	%	1,925,732		2,262,984		(337,252)		(15)	%
Operating income (loss)	34,941		(25,143)		60,084		***		68,413		(48,345)		116,758		***
Non-operating expenses	21,365		10,881		10,484		96	%	73,263		29,930		43,333		***
Income (loss) before income taxes	13,576		(36,024)		49,600		***		(4,850)		(78,275)		73,425		(94)	%
Provision for income taxes	16,144		18,098		(1,954)		(11)	%	148		32,649		(32,501)		(100)	%
Net loss	(2,568)		(54,122)		51,554		(95)	%	(4,998)		(110,924)		105,926		(95)	%
Net loss attributable to noncontrolling interests	(2)		(8)		6		(75)	%	(99)		(155)		56		(36)	%
Net loss attributable to Gannett	$	(2,566)	$	(54,114)	$	51,548	(95)	%	$	(4,899)	$	(110,769)	$	105,870	(96)	%

Loss per share attributable to Gannett - basic	$	(0.02)	$	(0.39)	$	0.37	(95)	%	$	(0.04)	$	(0.81)	$	0.77	(95)	%
Loss per share attributable to Gannett - diluted	$	(0.02)	$	(0.39)	$	0.37	(95)	%	$	(0.04)	$	(0.81)	$	0.77	(95)	%

*** Indicates an absolute value percentage change greater than 100.

(b) Amounts are net of intersegment eliminations of $38.1 million and $36.5 million for the three months ended September 30, 2023 and 2022, respectively, and $110.4 million and $105.4 million for the nine months ended September 30, 2023 and 2022, respectively, which represent digital advertising marketing services revenues and expenses associated with products sold by our U.S. local Gannett Media sales teams but fulfilled by our DMS segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation.

Operating revenues

Advertising and marketing services revenues are generated by both the Gannett Media and DMS segments. At the Gannett Media segment, Advertising and marketing services revenues are generated by the sale of local, national, and classified print advertising products, digital advertising offerings such as digital classified advertisements, digital media such as display advertisements run on our platforms as well as third-party sites, and digital marketing services delivered by our DMS segment.

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At the DMS segment, Advertising and marketing services revenues are generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions.

Circulation revenues, which are generated at the Gannett Media segment, are derived from home delivery, digital distribution, and single copy sales of our publications.

Other revenues, which are primarily generated at the Gannett Media segment, are derived mainly from commercial printing, distribution arrangements, revenues from our events business, digital content syndication and affiliate revenues and third-party newsprint sales, and to a lesser extent generated at our Corporate and other category, mainly driven by sales of cloud-based products with expert guidance and support.

Operating expenses

Operating expenses consist primarily of the following:

•Operating costs at the Gannett Media segment include labor, newsprint and delivery costs and at the DMS segment include the cost of online media acquired from third parties and costs to manage and operate our marketing solutions and technology infrastructure;

•Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt expense;

•Depreciation and amortization;

•Integration and reorganization costs include severance charges and other costs, including those for the purpose of consolidating our operations (i.e., facility consolidation expenses and integration-related costs);

•Impairment charges, including costs incurred related to goodwill, intangible assets and property, plant and equipment;

•Gains or losses on the sale or disposal of assets; and

•Other operating expenses, including third-party debt expenses as well as acquisition-related costs.

Refer to Segment results below for a discussion of the results of operations by segment.

Non-operating (income) expense

Interest expense: For the three and nine months ended September 30, 2023, Interest expense was $27.9 million and $84.8 million, respectively, compared to $27.8 million and $79.8 million for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2023, interest expense increased compared to the three and nine months ended September 30, 2022, primarily due to the impact of the increase in interest rates on our Senior Secured Term Loan, partially offset by a lower debt balance, mainly driven by quarterly amortization payments and required prepayments on our Senior Secured Term Loan and repurchases of our 2026 Senior Notes.

(Gain) loss on early extinguishment of debt: For the three months ended September 30, 2023 and 2022, we recognized gains on the early extinguishment of debt of $2.7 million and $1.2 million, respectively. For the nine months ended September 30, 2023, we recognized a gain on the early extinguishment of debt of $3.2 million compared to a loss of $2.3 million for the nine months ended September 30, 2022. For the three and nine months ended September 30, 2023, the change in the (Gain) loss on the early extinguishment of debt compared to the same periods in 2022 was mainly due to refinancing activities related to our 2026 Senior Notes and Senior Secured Term Loan. Refer to "Recent Development – Debt repurchases" above for further discussion.

Non-operating pension income: For the three and nine months ended September 30, 2023, Non-operating pension income was $2.9 million and $7.0 million, respectively, compared to $15.0 million and $51.4 million for the three and nine months ended September 30, 2022, respectively. The decrease in Non-operating pension income for the three and nine months ended September 30, 2023, compared to the same periods in 2022 was primarily due to a decrease in the expected return on plan assets mainly driven by a decrease in assets following the annuity contract entered into during the three months ended September 30, 2022, related to the Gannett Retirement Plan (the "GR Plan").

Other non-operating income, net: Other non-operating income, net consisted of certain items that fall outside of our normal business operations. For the three and nine months ended September 30, 2023, we recorded Other non-operating income, net of $0.9 million and $1.3 million, respectively, compared to Other non-operating income, net of $0.7 million and $0.8 million for the three and nine months ended September 30, 2022, respectively.

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Provision for income taxes

The following table outlines our pre-tax net income (loss) before income taxes and income tax accounts:


	Three months ended September 30,						Nine months ended September 30,
In thousands	2023			2022			2023			2022
Income (loss) before income taxes	$	13,576		$	(36,024)		$	(4,850)		$	(78,275)
Provision for income taxes	16,144			18,098			148			32,649
Effective tax rate	118.9		%	(50.2)		%	(3.1)		%	(41.7)		%

Net loss attributable to Gannett and diluted loss per share attributable to Gannett

For the three months ended September 30, 2023, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $2.6 million and $0.02, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $54.1 million and $0.39, respectively, for the three months ended September 30, 2022. For the nine months ended September 30, 2023, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $4.9 million and $0.04, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $110.8 million and $0.81, respectively, for the nine months ended September 30, 2022. The change for the three and nine months ended September 30, 2023, compared to the same periods in the prior year reflects the various items discussed above.

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Segment Results

Gannett Media segment

A summary of our Gannett Media segment results is presented below:


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Operating revenues:
Advertising and marketing services	$	256,004	$	278,279	$	(22,275)	(8)	%	$	786,856	$	878,242	$	(91,386)	(10)	%
Circulation	227,104		264,732		(37,628)		(14)	%	702,001		827,958		(125,957)		(15)	%
Other	84,432		89,995		(5,563)		(6)	%	253,581		262,069		(8,488)		(3)	%
Total operating revenues	567,540		633,006		(65,466)		(10)	%	1,742,438		1,968,269		(225,831)		(11)	%
Operating expenses:
Operating costs	362,292		411,236		(48,944)		(12)	%	1,114,418		1,268,427		(154,009)		(12)	%
Selling, general and administrative expenses	151,604		176,806		(25,202)		(14)	%	452,410		537,470		(85,060)		(16)	%
Depreciation and amortization	29,944		32,821		(2,877)		(9)	%	93,209		108,810		(15,601)		(14)	%
Integration and reorganization costs (reversal)	(3,539)		25,378		(28,917)		***		3,420		42,140		(38,720)		(92)	%
Asset impairments	188		71		117		***		1,370		1,010		360		36	%

Gain on sale or disposal of assets, net	(23,465)		(7,171)		(16,294)		***		(39,653)		(9,786)		(29,867)		***
Other operating expenses (income)	139		(48)		187		***		139		727		(588)		(81)	%
Total operating expenses	517,163		639,093		(121,930)		(19)	%	1,625,313		1,948,798		(323,485)		(17)	%
Operating income (loss)	$	50,377	$	(6,087)	$	56,464	***		$	117,125	$	19,471	$	97,654	***

*** Indicates an absolute value percentage change greater than 100.

Operating revenues

The following table provides the breakout of Operating revenues by category:


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Local and national print	$	77,194	$	92,957	$	(15,763)	(17)	%	$	245,457	$	301,422	$	(55,965)	(19)	%
Classified print	59,960		66,367		(6,407)		(10)	%	188,926		204,873		(15,947)		(8)	%
Print advertising	137,154		159,324		(22,170)		(14)	%	434,383		506,295		(71,912)		(14)	%

Digital media	67,643		67,886		(243)		—	%	201,771		223,916		(22,145)		(10)	%
Digital marketing services	38,092		36,177		1,915		5	%	110,009		103,873		6,136		6	%
Digital classified	13,115		14,892		(1,777)		(12)	%	40,693		44,158		(3,465)		(8)	%
Digital advertising and marketing services	118,850		118,955		(105)		—	%	352,473		371,947		(19,474)		(5)	%

Advertising and marketing services	256,004		278,279		(22,275)		(8)	%	786,856		878,242		(91,386)		(10)	%

Print circulation	187,065		230,200		(43,135)		(19)	%	588,275		730,827		(142,552)		(20)	%
Digital-only subscription	40,039		34,532		5,507		16	%	113,726		97,131		16,595		17	%
Circulation	227,104		264,732		(37,628)		(14)	%	702,001		827,958		(125,957)		(15)	%

Other (a)	84,432		89,995		(5,563)		(6)	%	253,581		262,069		(8,488)		(3)	%

Total operating revenues	$	567,540	$	633,006	$	(65,466)	(10)	%	$	1,742,438	$	1,968,269	$	(225,831)	(11)	%

(a) For the three and nine months ended September 30, 2023, Other revenues included Other Digital revenues, including digital syndication, affiliate, and production revenues of $19.4 million and $55.3 million, respectively, compared to $18.0 million and $53.9 million for the three and nine months ended September 30, 2022, respectively.

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For the three and nine months ended September 30, 2023, Local and national print advertising revenues decreased compared to the three and nine months ended September 30, 2022, primarily due to a decrease in advertiser inserts, mainly due to volume declines, and a decrease in local and national print advertisements, mainly due to the ongoing decline associated with secular trends and both a shift and a reduction in spend from customers driven by macroeconomic factors. In addition, the decrease in Local and national print advertising revenues for the three and nine months ended September 30, 2023, was also due to the absence in 2023 of revenues of $5.3 million and $21.5 million, respectively, associated with non-core products and divestitures which were sunset in 2023 and 2022. For the three and nine months ended September 30, 2023, Classified print advertising revenues decreased compared to the three and nine months ended September 30, 2022, primarily due to lower spend on classified advertisements, mainly driven by lower spend on obituary notifications and real estate advertisements, partially offset by an increase in spend on employment advertisements. In addition, the decrease in Classified print advertising revenues for the three and nine months ended September 30, 2023, was also due to the absence in 2023 of revenues of $1.3 million and $5.0 million, respectively, associated with non-core products which were sunset in 2023 and 2022.

For the three and nine months ended September 30, 2023, Digital media revenues decreased compared to the three and nine months ended September 30, 2022, driven by decreases in both domestic national and local revenue volumes and a reduction in digital advertising demand as a result of a more challenging macroeconomic environment, including declining CPMs (cost per thousand impressions), partially offset by an acquisition in 2022 by our U.K. subsidiary. For the three and nine months ended September 30, 2023, Digital marketing services revenues increased compared to the three and nine months ended September 30, 2022, primarily due to an increase in rates, partially offset by a decrease in client counts. For the three and nine months ended September 30, 2023, Digital classified revenues decreased compared to the three and nine months ended September 30, 2022, primarily due to lower spend on employment and obituary notifications, partially offset by higher spend on automotive advertisements.

For the three and nine months ended September 30, 2023, Print circulation revenues decreased compared to the three and nine months ended September 30, 2022, due to a decline in home delivery as a result of a reduction in the volume of subscribers, partially offset by an increase in rates, as well as a decline in single copy due to a reduction in volume, and for the nine months ended September 30, 2023, also due to increased price sensitivity. In addition, the decrease in Print circulation revenues for the three and nine months ended September 30, 2023, was due to the absence in 2023 of revenues of $1.6 million and $5.8 million, respectively, associated with non-core products which were sunset in 2023 and 2022. For the three and nine months ended September 30, 2023, Digital-only subscription revenues increased compared to the three and nine months ended September 30, 2022, primarily driven by an increase in Digital-only subscription average revenue per user ("Digital-only ARPU") of 14.0% and 6.0%, respectively, mainly due to product mix. Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU.

For the three and nine months ended September 30, 2023, Other revenues decreased compared to the three and nine months ended September 30, 2022, primarily due to a decline in commercial print volume and a decline in digital syndication, partially offset by an increase in event revenues, mainly driven by an increase in registration fees and higher merchandising revenues, driven by higher attendance, partially offset by fewer events due to a shift in timing, as well as an increase in digital revenues related to affiliate agreements.

Operating expenses

For the three and nine months ended September 30, 2023, Operating costs decreased $48.9 million and $154.0 million, respectively, compared to the three and nine months ended September 30, 2022. The following table provides the breakout of Operating costs:


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Newsprint and ink	$	24,777	$	35,957	$	(11,180)	(31)	%	$	88,661	$	107,664	$	(19,003)	(18)	%
Distribution	82,899		93,267		(10,368)		(11)	%	256,658		295,385		(38,727)		(13)	%
Compensation and benefits	110,156		134,411		(24,255)		(18)	%	332,359		414,970		(82,611)		(20)	%
Outside services	84,039		87,681		(3,642)		(4)	%	253,703		259,578		(5,875)		(2)	%
Other	60,421		59,920		501		1	%	183,037		190,830		(7,793)		(4)	%
Total operating costs	$	362,292	$	411,236	$	(48,944)	(12)	%	$	1,114,418	$	1,268,427	$	(154,009)	(12)	%

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For the three and nine months ended September 30, 2023, Newsprint and ink costs decreased compared to the three and nine months ended September 30, 2022, primarily due to a decline associated with lower revenues, and for the nine months ended September 30, 2023, these decreases were partially offset by an increase of $5.3 million in the price of newsprint.

For the three and nine months ended September 30, 2023, Distribution costs decreased compared to the same periods in the prior year, primarily due to a decrease of $11.8 million and $41.6 million, respectively, associated with lower home delivery and single copy revenues, partially offset by an increase of $1.4 million and $2.9 million, respectively, driven by higher postage costs primarily due to conversion to mail delivery in multiple markets. Included in the decline of Distribution costs was the absence of expenses of $3.8 million and $14.6 million during the three and nine months ended September 30, 2023, respectively, of costs associated with both businesses divested and non-core products which were sunset in 2023 and 2022.

For the three and nine months ended September 30, 2023, Compensation and benefits costs decreased compared to the same periods in the prior year, primarily due to lower payroll expense of $18.1 million and $61.2 million, respectively, driven by a decrease in headcount tied to ongoing cost control initiatives, including facility closures and conversion to mail delivery in multiple markets, and to a lesser extent, lower employee benefit costs of $6.2 million and $21.4 million, respectively, mainly due to a decrease in insurance costs due to a decrease in headcount and a decline in employer 401(k) matching contributions, which were suspended in the third quarter of 2022.

For the three and nine months ended September 30, 2023, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to the same periods in the prior year, primarily due to a decrease of $5.0 million and $12.1 million, respectively, in various expenses, including costs related to news and editorial, professional services, outside printing, and software licensing, partially offset by an increase of $1.4 million and $6.2 million, respectively, in third-party media fees.

For the three months ended September 30, 2023, Other costs remained essentially flat compared to the three months ended September 30, 2022, and for the nine months ended September 30, 2023, Other costs decreased compared to the nine months ended September 30, 2022, primarily due to lower promotion expenses and lower facility related expenses associated with real estate sales.

For the three and nine months ended September 30, 2023, Selling, general and administrative expenses decreased $25.2 million and $85.1 million, respectively, compared to the three and nine months ended September 30, 2022. The following table provides the breakout of Selling, general and administrative expenses:


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Compensation and benefits	$	75,618	$	84,709	$	(9,091)	(11)	%	$	224,482	$	263,052	$	(38,570)	(15)	%
Outside services and other	75,986		92,097		(16,111)		(17)	%	227,928		274,418		(46,490)		(17)	%
Total selling, general and administrative expenses	$	151,604	$	176,806	$	(25,202)	(14)	%	$	452,410	$	537,470	$	(85,060)	(16)	%

For the three and nine months ended September 30, 2023, Compensation and benefits costs decreased compared to the same periods in the prior year, primarily due to lower payroll expense of $6.1 million and $29.3 million, respectively, driven by a decrease in headcount tied to ongoing cost control initiatives, lower commissions related to revenue performance, and to a lesser extent, lower employee benefit costs of $3.0 million and $9.3 million, respectively, mainly due to a decrease in employer 401(k) matching contributions, which were suspended in the third quarter of 2022.

For the three and nine months ended September 30, 2023, Outside services and other costs, which include services fulfilled by third parties, decreased compared to the three and nine months ended September 30, 2022, due to a decrease in costs related to technology, promotions, and professional services.

For the three and nine months ended September 30, 2023, Depreciation and amortization expense decreased compared to the three and nine months ended September 30, 2022, reflecting the impact of fewer print facilities in 2023 compared to 2022.

For the three and nine months ended September 30, 2023, Integration and reorganization costs decreased compared to the three and nine months ended September 30, 2022, mainly due to a decrease in severance costs of $10.8 million and $18.8 million, respectively, and a decrease in other costs of $18.1 million and $19.9 million, respectively. The decrease in other costs

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for the three and nine months ended September 30, 2023 was primarily due to the reversal of withdrawal liabilities related to multiemployer pension plans of $4.3 million and $6.4 million, respectively, based on settlement of the withdrawal liability, and the absence of an accrual of $8.6 million related to a multiemployer pension plan in both the three and nine months ended September 30, 2022, as well as lower facility and consolidation costs for the three and nine months ended September 30, 2023, compared to the same periods in the prior year.

For the three and nine months ended September 30, 2023, we recognized net gains on the sale of assets of $23.5 million and $39.7 million, respectively, primarily related to sales of domestic production facilities as part of our plan to monetize non-core assets. For the three and nine months ended September 30, 2022, we recognized net gains on the sale of assets of $7.2 million and $9.8 million, respectively, primarily related to sales of real estate, partially offset by losses on the sales of non-core products which were divested.

Gannett Media segment Adjusted EBITDA


	Three months ended September 30,										Nine months ended September 30,
							Change										Change
In thousands	2023			2022			$		%		2023			2022			$		%
Net income attributable to Gannett	$	54,537		$	9,774		$	44,763	***		$	125,489		$	71,733		$	53,756	75	%
Non-operating pension income	(2,929)			(14,990)			12,061		(80)	%	(7,007)			(51,363)			44,356		(86)	%
Depreciation and amortization	29,944			32,821			(2,877)		(9)	%	93,209			108,810			(15,601)		(14)	%
Integration and reorganization costs (reversal)	(3,539)			25,378			(28,917)		***		3,420			42,140			(38,720)		(92)	%
Other operating expenses (income)	139			(48)			187		***		139			727			(588)		(81)	%
Asset impairments	188			71			117		***		1,370			1,010			360		36	%

Gain on sale or disposal of assets, net	(23,465)			(7,171)			(16,294)		***		(39,653)			(9,786)			(29,867)		***
Other items	(615)			188			(803)		***		375			2,256			(1,881)		(83)	%
Adjusted EBITDA (non-GAAP basis)(a)	$	54,260		$	46,023		$	8,237	18	%	$	177,342		$	165,527		$	11,815	7	%
Net income attributable to Gannett margin	9.6		%	1.5		%					7.2		%	3.6		%
Adjusted EBITDA margin (non-GAAP basis)(a)(b)	9.6		%	7.3		%					10.2		%	8.4		%

*** Indicates an absolute value percentage change greater than 100.

(a)See "Non-GAAP Financial Measures" below for additional information about non-GAAP measures.

(b)We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues.

For the three and nine months ended September 30, 2023, the increase in Adjusted EBITDA compared to the three and nine months ended September 30, 2022, was primarily attributable to the changes discussed above.

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Digital Marketing Solutions segment

A summary of our DMS segment results is presented below:


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Operating revenues:
Advertising and marketing services	$	121,919	$	120,049	$	1,870	2	%	$	357,525	$	347,771	$	9,754	3	%

Total operating revenues	121,919		120,049		1,870		2	%	357,525		347,771		9,754		3	%
Operating expenses:
Operating costs	86,348		82,216		4,132		5	%	250,537		239,657		10,880		5	%
Selling, general and administrative expenses	21,996		22,143		(147)		(1)	%	66,260		66,938		(678)		(1)	%
Depreciation and amortization	6,015		7,252		(1,237)		(17)	%	17,802		20,539		(2,737)		(13)	%
Integration and reorganization costs	630		431		199		46	%	602		875		(273)		(31)	%


Loss on sale or disposal of assets, net	131		2		129		***		232		178		54		30	%
Total operating expenses	115,120		112,044		3,076		3	%	335,433		328,187		7,246		2	%
Operating income	$	6,799	$	8,005	$	(1,206)	(15)	%	$	22,092	$	19,584	$	2,508	13	%

*** Indicates an absolute value percentage change greater than 100.

Operating revenues

For the three and nine months ended September 30, 2023, Advertising and marketing services revenues increased compared to the three and nine months ended September 30, 2022, primarily due to growth in the core direct business, including growth in revenues associated with both local and multi-location customers, and an increase in core platform average revenue per user ("Core platform ARPU") of 5.0% and 8.0% for the three and nine months ended September 30, 2023, respectively, partially offset by the impact of the sunset of non-core products. Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.

Operating expenses

For the three and nine months ended September 30, 2023, Operating costs increased $4.1 million and $10.9 million, respectively, compared to the three and nine months ended September 30, 2022. The following table provides the breakout of Operating costs:


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Outside services	$	75,498	$	72,016	$	3,482	5	%	$	219,615	$	209,281	$	10,334	5	%
Compensation and benefits	9,212		8,530		682		8	%	26,263		24,333		1,930		8	%
Other	1,638		1,670		(32)		(2)	%	4,659		6,043		(1,384)		(23)	%
Total operating costs	$	86,348	$	82,216	$	4,132	5	%	$	250,537	$	239,657	$	10,880	5	%

For the three and nine months ended September 30, 2023, Compensation and benefits costs increased compared to the three and nine months ended September 30, 2022, primarily due to an increase in payroll expense driven by higher headcount.

For the three months ended September 30, 2023, Other costs remained essentially flat compared to the three months ended September 30, 2022, and for the nine months ended September 30, 2023, Other costs decreased compared to the nine months ended September 30, 2022, primarily due to lower facility related expenses, mainly as a result of exiting space associated with the sunset of non-core products.

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For the three and nine months ended September 30, 2023, Selling, general and administrative expenses decreased $0.1 million and $0.7 million, respectively, compared to the three and nine months ended September 30, 2022. The following table provides the breakout of Selling, general and administrative expenses:


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Compensation and benefits	$	19,355	$	19,258	$	97	1	%	$	57,593	$	56,691	$	902	2	%
Outside services and other	2,641		2,885		(244)		(8)	%	8,667		10,247		(1,580)		(15)	%
Total selling, general and administrative expenses	$	21,996	$	22,143	$	(147)	(1)	%	$	66,260	$	66,938	$	(678)	(1)	%

For the three and nine months ended September 30, 2023, Compensation and benefits costs increased compared to the same periods in the prior year, primarily due to an increase in payroll expense of $0.5 million and $2.2 million, respectively, driven by a higher bonus accrual, partially offset by lower employee benefit costs of $0.4 million and $1.3 million, respectively, mainly due to a decline in employer 401(k) matching contributions, which were suspended in the third quarter of 2022.

For the three and nine months ended September 30, 2023, Outside services and other costs decreased compared to the three and nine months ended September 30, 2022, due to a decrease in various miscellaneous expenses, including lower outsourcing costs and lower facility related expenses.

For the three and nine months ended September 30, 2023, Depreciation and amortization expense decreased compared to the three and nine months ended September 30, 2022, primarily due to a decrease in amortization expense, resulting from the impact of intangibles becoming fully amortized in the fourth quarter of 2022, partially offset by an increase in depreciation expense related to capitalized software.

DMS segment Adjusted EBITDA


	Three months ended September 30,										Nine months ended September 30,
							Change										Change
In thousands	2023			2022			$		%		2023			2022			$		%
Net income attributable to Gannett	$	5,902		$	5,385		$	517	10	%	$	20,798		$	14,948		$	5,850	39	%
Depreciation and amortization	6,015			7,252			(1,237)		(17)	%	17,802			20,539			(2,737)		(13)	%
Integration and reorganization costs	630			431			199		46	%	602			875			(273)		(31)	%


Loss on sale or disposal of assets, net	131			2			129		***		232			178			54		30	%
Other items	897			2,620			(1,723)		(66)	%	1,294			4,636			(3,342)		(72)	%
Adjusted EBITDA (non-GAAP basis)(a)	$	13,575		$	15,690		$	(2,115)	(13)	%	$	40,728		$	41,176		$	(448)	(1)	%
Net income attributable to Gannett margin	4.8		%	4.5		%					5.8		%	4.3		%
Adjusted EBITDA margin (non-GAAP basis)(a)(b)	11.1		%	13.1		%					11.4		%	11.8		%

*** Indicates an absolute value percentage change greater than 100.

(a)See "Non-GAAP Financial Measures" below for additional information about non-GAAP measures.

(b)We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues.

For the three and nine months ended September 30, 2023, the decrease in Adjusted EBITDA compared to the three and nine months ended September 30, 2022, was primarily attributable to the changes discussed above. In addition, for the three and nine months ended September 30, 2023, Other items decreased compared to the same periods in the prior year, mainly due to a decrease in foreign currency losses.

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Corporate and other category

For the three and nine months ended September 30, 2023, Corporate and other operating revenues were $1.5 million and $4.6 million, respectively, compared to $1.3 million and $4.0 million for the three and nine months ended September 30, 2022, respectively.

For the three and nine months ended September 30, 2023, Corporate and other operating expenses decreased $4.6 million and $16.0 million, respectively, compared to the three and nine months ended September 30, 2022. The following table provides the breakout of Corporate and other operating expenses:


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
In thousands	2023		2022		$		%		2023		2022		$		%
Operating expenses:
Operating costs	$	5,583	$	2,372	$	3,211	***		$	17,853	$	2,589	$	15,264	***
Selling, general and administrative expenses	11,314		13,524		(2,210)		(16)	%	30,761		57,738		(26,977)		(47)	%
Depreciation and amortization	4,685		4,705		(20)		—	%	13,115		12,742		373		3	%
Integration and reorganization costs	1,954		7,502		(5,548)		(74)	%	14,437		17,439		(3,002)		(17)	%
Gain on sale or disposal of assets, net	—		(11)		11		(100)	%	(1,448)		(4)		(1,444)		***
Other operating expenses	231		297		(66)		(22)	%	689		938		(249)		(27)	%
Total operating expenses	$	23,767	$	28,389	$	(4,622)	(16)	%	$	75,407	$	91,442	$	(16,035)	(18)	%

*** Indicates an absolute value percentage change greater than 100.

For the three and nine months ended September 30, 2023, Corporate and other operating expenses decreased compared to the three and nine months ended September 30, 2022, primarily due to a decrease in Selling, general and administrative expenses, mainly driven by a decrease of $6.6 million and $25.0 million, respectively, in payroll and employee benefit costs, as well as a decrease in Integration and reorganization costs, primarily due to a decrease in severance costs of $3.9 million for the three months ended September 30, 2023, and a decrease in other costs of $1.7 million and $3.1 million for the three and nine months ended September 30, 2023, respectively, mainly due to a decrease in system integration costs. These decreases were partially offset by an increase in Operating costs. In addition, the nine months ended September 30, 2023 also reflected a $1.4 million gain on the sale of intellectual property.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements are for working capital, debt obligations, and capital expenditures.

We expect to fund our operations and debt service requirements through cash provided by our operating activities. We expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations, and all required capital expenditures for at least the next twelve months. However, a further economic downturn or an increased rate of revenue declines would negatively impact our revenue, cash provided by operating activities and liquidity. We continue to implement cost reduction initiatives to reduce our ongoing level of operating expense. We believe our ability to realize benefits from our cost reduction initiatives will be necessary to offset the continued secular decline in our legacy print business revenue streams. We believe that these measures are important in response to the overall challenging macroeconomic environment that we are facing. Refer to "Overview - Macroeconomic Environment" above for further discussion.

Details of our cash flows are included in the table below:


	Nine months ended September 30,
In thousands	2023		2022
Cash provided by operating activities	$	73,417	$	32,982
Cash provided by investing activities	54,068		19,081
Cash used for financing activities	(112,943)		(58,044)
Effect of currency exchange rate change on cash	688		(1,447)
Increase (decrease) in cash, cash equivalents and restricted cash	$	15,230	$	(7,428)

Cash flows provided by operating activities: Our largest source of cash provided by our operations is Advertising revenues, primarily generated from Local and national advertising and marketing services revenues (retail, classified, and online). Additionally, we generate cash through circulation subscribers, commercial printing and delivery services to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery, and outside services.

Our cash flow provided by operating activities was $73.4 million for the nine months ended September 30, 2023, compared to $33.0 million for the nine months ended September 30, 2022. The increase in cash flow provided by operating activities was primarily due to a decrease in contributions to our pension and other postretirement benefit plans, lower inventory and lower compensation costs, partially offset by lower cash receipts related to deferred revenues, a decrease in accounts payable due to timing, a change in receivables due to timing of payments and collections and an increase in severance payments.

Cash flows provided by investing activities: Cash flows provided by investing activities was $54.1 million for the nine months ended September 30, 2023, compared to $19.1 million for the nine months ended September 30, 2022. The change in cash flows provided by investing activities was primarily due to a decrease in cash paid for acquisitions, net of cash acquired of $15.4 million, an increase in proceeds from the sale of real estate and other assets of $12.8 million and a decrease in purchases of property, plant and equipment of $6.2 million.

Cash flows used for financing activities: Cash flows used for financing activities was $112.9 million for the nine months ended September 30, 2023, compared to $58.0 million for the nine months ended September 30, 2022. The increase in cash flows used for financing activities was primarily due to the absence of new borrowings, offset by lower repayments of long-term debt.

Debt

As of September 30, 2023, the carrying value of our outstanding debt totaled $1.063 billion, which consisted of $353.1 million related to the Senior Secured Term Loan, $293.7 million related to the 2026 Senior Notes, $412.5 million related to the 2027 Notes (defined below), and $3.3 million related to the remaining 4.75% convertible senior notes due April 15, 2024 (the

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"2024 Notes").

The Senior Secured Term Loan bears interest at a per annum rate equal to Adjusted Term SOFR (which shall not be less than 0.50% per annum) plus a margin equal to 5.00% or an alternate base rate (which shall not be less than 1.50% per annum) plus a margin equal to 4.00%. We are required to repay the Senior Secured Term Loan from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness not permitted under the Senior Secured Term Loan, and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and its restricted subsidiaries in excess of $100 million at the end of each fiscal year. Subsequent to the amendment effective as of April 8, 2022, the Senior Secured Term Loan is amortized at $15.1 million per quarter (or, if the ratio of debt secured on an equal basis with the Senior Secured Term Loan less unrestricted cash of the Company and its restricted subsidiaries to Consolidated EBITDA (as such terms are defined in the Senior Secured Term Loan) (such ratio, the "First Lien Net Leverage Ratio"), for the most recently ended period of four consecutive fiscal quarters is equal to or less than 1.20 to 1.00, $7.6 million per quarter). For the three and nine months ended September 30, 2023, we made $31.7 million and $78.1 million, respectively, of prepayments, including quarterly amortization payments, on the Senior Secured Term Loan.

Interest on the 2026 Senior Notes is payable semi-annually in arrears. The 2026 Senior Notes mature on November 1, 2026, unless redeemed or repurchased earlier pursuant to the 2026 Senior Notes Indenture. During the three and nine months ended September 30, 2023, we entered into privately negotiated agreements with certain holders of our 2026 Senior Notes, and repurchased $33.5 million and $39.6 million, respectively, of principal of our outstanding 2026 Senior Notes at a discount to par value.

Interest on the 6.0% Senior Secured Convertible Notes due 2027 (the "2027 Notes") is payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be converted at any time by the holders into cash, shares of our common stock, par value $0.01 per share (the "Common Stock") or any combination of cash and Common Stock, at our election. The initial conversion rate is 200 shares of Common Stock per $1,000 principal amount of the 2027 Notes, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price"). For the nine months ended September 30, 2023, no shares were issued upon conversion, exercise, or satisfaction of the required conditions.

Our Senior Secured Term Loan, 2024 Notes, 2026 Senior Notes and 2027 Notes all contain usual and customary covenants and events of default. As of September 30, 2023, we were in compliance with all such covenants and obligations.

Refer to Note 6 — Debt for additional discussion regarding our debt.

Additional information

We continue to evaluate our results of operations, liquidity and cash flows, and as part of these measures, we have taken steps to manage cash outflow by rationalizing expenses and implementing various cost management initiatives. We do not presently pay a quarterly dividend and there can be no assurance that we will pay dividends in the future. In addition, the terms of our indebtedness, including the Senior Secured Term Loan, the 2026 Senior Notes Indenture and the 2027 Notes Indenture have terms that restrict our ability to pay dividends.

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

During the three and nine months ended September 30, 2023, we did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of September 30, 2023, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. We do not currently anticipate repurchasing any shares of Common Stock pursuant to the Stock Repurchase Program during the fourth quarter of 2023.

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Beginning with the quarter ended December 31, 2022, and ending with the quarter ending September 30, 2024, the GR Plan's appointed actuary will certify the GR Plan's funded status for each quarter (the "Quarterly Certification") in accordance with U.S. GAAP. If the GR Plan is less than 100% funded, the Company will make a $1.0 million contribution to the GR Plan no later than 60 days following the receipt of the Quarterly Certification, provided, however, that the Company's obligation to make additional contractual contributions will terminate the earlier of (a) the day following the date that a contractual contribution would be due for the quarter ending September 30, 2024, and (b) the date the Company has made a total of $5 million of contractual contributions subsequent to June 30, 2022. As of September 30, 2023, the GR Plan was more than 100% funded.

We expect our capital expenditures for the remainder of 2023 to total approximately $10 million. These capital expenditures are anticipated to be primarily comprised of projects related to digital product development, costs associated with our print and technology systems, and system upgrades. The level of capital expenditures may vary based on investment decisions associated with further opportunities to consolidate systems, improve our product offerings, and other initiatives designed to improve the Company's operating efficiency.

Our leverage may adversely affect our business and financial performance and restricts our operating flexibility. The level of our indebtedness and our ongoing cash flow requirements may expose us to a risk that a substantial decrease in operating cash flows due to, among other things, continued or additional adverse economic conditions or adverse developments in our business, could make it difficult for us to meet the financial and operating covenants contained in our Senior Secured Term Loan, the 2026 Senior Notes, and the 2027 Notes. In addition, our leverage may limit cash flow available for general corporate purposes such as capital expenditures as well as share repurchases and acquisitions and our flexibility to react to competitive, technological, and other changes in our industry and economic conditions generally. We continue to closely monitor economic factors, including, but not limited to, the current inflationary market and rising interest rates, and we expect to continue to take the steps necessary to appropriately manage liquidity.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

See our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a discussion of our critical accounting policies and use of estimates. There have been no material changes to our critical accounting policies and use of estimates discussed in such report.

NON-GAAP FINANCIAL MEASURES

A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("U.S. GAAP") measure.

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures we believe offer a useful view of the overall operation of our businesses and may be different than similarly-titled measures used by other companies. We define Adjusted EBITDA as Net income (loss) attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Other operating expenses, including third-party debt expenses and acquisition costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, and (13) certain other non-recurring charges. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues.

Management's use of Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA and Adjusted EBITDA margin are not measurements of financial performance under U.S. GAAP and should not be considered in isolation or as an alternative to income (loss) from operations, net income (loss), or any other measure of performance or liquidity derived in accordance with U.S. GAAP. We believe these non-GAAP financial measures, as we have defined them, are helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. These measures provide an assessment of controllable expenses and afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.

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We use Adjusted EBITDA and Adjusted EBITDA margin as measures of our day-to-day operating performance, which is evidenced by the publishing and delivery of news and other media and excludes certain expenses that may not be indicative of our day-to-day business operating results.

Limitations of Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools. They should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings or cash flows. Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA and Adjusted EBITDA margin and using these non-GAAP financial measures as compared to U.S. GAAP net income (loss) include: the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which may significantly affect our financial results.

Management believes these items are important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial measures to supplement our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

Adjusted EBITDA and Adjusted EBITDA margin are not alternatives to Net income (loss) attributable to Gannett and margin as calculated and presented in accordance with U.S. GAAP. As such, they should not be considered or relied upon as substitutes or alternatives for any such U.S. GAAP financial measures. We strongly urge you to review the reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA and Adjusted EBITDA margin along with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We also strongly urge you not to rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under U.S. GAAP and are susceptible to varying calculations, the Adjusted EBITDA and Adjusted EBITDA margin measures as presented in this report may differ from and may not be comparable to similarly titled measures used by other companies.

The table below shows the reconciliation of Net loss attributable to Gannett to Adjusted EBITDA and Net loss attributable to Gannett margin to Adjusted EBITDA margin:


	Three months ended September 30,						Nine months ended September 30,
In thousands	2023			2022			2023			2022
Net loss attributable to Gannett	$	(2,566)		$	(54,114)		$	(4,899)		$	(110,769)
Provision for income taxes	16,144			18,098			148			32,649
Interest expense	27,918			27,750			84,807			79,840
(Gain) loss on early extinguishment of debt	(2,717)			(1,228)			(3,213)			2,264
Non-operating pension income	(2,929)			(14,990)			(7,007)			(51,363)
Depreciation and amortization	40,644			44,778			124,126			142,091
Integration and reorganization costs (reversal)	(955)			33,311			18,459			60,454
Other operating expenses	370			249			828			1,665
Asset impairments	188			71			1,370			1,010

Gain on sale or disposal of assets, net	(23,334)			(7,180)			(40,869)			(9,612)
Share-based compensation expense	3,944			4,499			12,727			13,277
Other items	2,817			665			7,100			5,425
Adjusted EBITDA (non-GAAP basis)	$	59,524		$	51,909		$	193,577		$	166,931
Net loss attributable to Gannett margin	(0.4)		%	(7.5)		%	(0.2)		%	(5.0)		%
Adjusted EBITDA margin (non-GAAP basis)	9.1		%	7.2		%	9.7		%	7.5		%

KEY PERFORMANCE INDICATORS

A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of similar businesses.

We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only paid subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues

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divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.

Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our segments.

The following tables provide information regarding certain KPIs for both the Gannett Media and DMS segments:


	Three months ended September 30,								Nine months ended September 30,
In thousands, except ARPU	2023		2022		Change		% Change		2023		2022		Change		% Change
Gannett Media:
Digital-only ARPU	$	6.82	$	5.98	$	0.84	14.0	%	$	6.33	$	5.97	$	0.36	6.0	%

DMS:
Core platform ARPU	$	2,636	$	2,511	$	125	5.0	%	$	2,605	$	2,412	$	193	8.0	%
Core platform average customer count	15.3		15.8		(0.5)		(3.2)	%	15.1		15.8		(0.7)		(4.4)	%


	As of September 30,
In thousands	2023	2022	% Change
Gannett Media:
Digital-only paid subscriptions	1,964	1,982	(0.9)	%

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk, including from changes in interest rates and foreign currency exchange rates. Changes in these factors could cause fluctuations in earnings and cash flow. In the normal course of business, exposure to certain of these market risks is managed as described below.

Interest Rates

We generally manage our risk associated with changes in interest rates through the use of a combination of variable and fixed-rate debt. As of September 30, 2023, we had variable and fixed-rate debt totaling $360.3 million and $794.2 million, respectively. Our variable-rate debt consisted of the Senior Secured Term Loan, which bears interest at the Adjusted Term Secured Overnight Financing Rate. A hypothetical interest rate increase of 150 basis points would have increased our interest expense related to our variable-rate debt and likewise decreased our income and cash flows by approximately $1.4 million and $4.1 million, respectively, for the three and nine months ended September 30, 2023. See Note 6 — Debt to our condensed consolidated financial statements for further discussion of our debt.

Foreign Currency

We are exposed to foreign exchange rate risk due to our operations in the U.K., for which the British pound sterling is the functional currency. We are also exposed to foreign exchange rate risk due to our DMS segment which has operating activities denominated in currencies other than the U.S. dollar, including the Australian dollar, Canadian dollar, Indian rupee, and New Zealand dollar.

At September 30, 2023 and 2022, cumulative foreign currency translation losses reported as part of equity were $10.0 million and $35.8 million, respectively. The fluctuation in cumulative foreign currency translation losses was driven by the impact of changing exchange rates, primarily due to the British pound sterling. A hypothetical 10% fluctuation of the price of the British pound sterling and the currencies in our DMS segment against the U.S. dollar would not have materially impacted operating income for the three and nine months ended September 30, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments with respect to the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should consider the risks described in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022. Except as set forth below, there have been no material changes from the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022. Any of these risks and uncertainties, including those discussed below, could materially and adversely affect our business, results of operations, financial condition, and/or the market price of our Common Stock. The risks described below and in our Annual Report on Form 10-K for the year ended December 31, 2022, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our financial condition and/or operating results.

Risks Related to Macroeconomic Factors

Actual or perceived events involving banking volatility or limited liquidity, defaults or other adverse developments that affect the U.S. or international financial systems, may result in market-wide liquidity problems which could have a material and adverse impact on our available cash and results of operations.

At any point in time, the funds in our operating accounts with financial institutions or financial services industry companies with which we have financial or business relationships may exceed the applicable Federal Deposit Insurance Corporation ("FDIC") insurance limits. While we monitor the cash balances in our operating accounts and adjust the cash balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail. There is no guarantee that the FDIC, the Financial Services Compensation Scheme in the U.K., or the applicable deposit insurance, if any, in other countries in which we conduct significant business, will provide access to all or some uninsured funds in the event of the closure, default or non-performance of the financial institution or financial services industry company with which we have a relationship, or that they would do so in a timely manner. Additionally, if any parties with whom we conduct business are unable to access funds with their financial institutions or financial services industry companies with which they have relationships, such parties may be unable to satisfy their obligations to us. To date, we have not experienced significant losses of cash in our operating accounts or our invested cash or cash equivalents as a result of any banking volatility; however, we can provide no assurances that access to our operating cash or invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets. Further, banking volatility or adverse developments impacting financial systems may make equity or debt financing more difficult to obtain, and additional equity or debt financing might not be available on reasonable terms, if at all. Difficulties obtaining equity or debt financing could have a material adverse effect on our financial condition and results of operations.

Risks Related to Artificial Intelligence

We use artificial intelligence and may use new technologies in our business, and challenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We have incorporated and may continue to incorporate artificial intelligence ("AI") solutions and other new technologies into our platform, offerings, services and features, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. If our competitors and other third parties adopt AI applications that use our content without end users visiting our network of websites, our digital advertising revenue could be reduced and we could lose additional monetization opportunities. The introduction of AI applications into our business may disrupt our relationship with employees if the AI tools are viewed as displacing work from newsrooms, which could adversely affect our business and results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be adversely affected.

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The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI applications also introduce risks to our ability to protect our intellectual property, to the extent large language models have used our content to train AI tools. Similarly, if we use open-source AI applications, we could be subject to claims of infringement of others’ intellectual property, which could adversely affect our business and results of operations.

AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

This item is not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number

Description

Location

10.1

Form of Gannett Co., Inc. Director Restricted Stock Award Agreement (2023 Stock Incentive Plan)*

Filed herewith.

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

Filed herewith.

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

Filed herewith.

32.1

Section 1350 Certification of Principal Executive Officer.

Furnished herewith.

32.2

Section 1350 Certification of Principal Financial Officer.

Furnished herewith.

101

The following financial information from Gannett Co., Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, 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.

Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: November 2, 2023			GANNETT CO., INC.

			/s/ Douglas E. Horne
			Douglas E. Horne
			Chief Financial Officer
			(On behalf of the Registrant and as principal financial officer)

EXHIBIT 10.1

GANNETT CO., INC.

2023 STOCK INCENTIVE PLAN

DIRECTOR RESTRICTED STOCK

AWARD AGREEMENT

The Gannett Board of Directors or the Compensation Committee thereof (the “Committee”), as the case may be, has approved an award of shares of Restricted Stock to you under the Gannett Co., Inc. 2023 Stock Incentive Plan (the “Plan”), as set forth below.


Please sign both copies of this Award Agreement to evidence your agreement with the terms hereof. Keep one copy and return the other to the undersigned. Please keep the enclosed Terms and Conditions for future reference.

Director: [Participant Name]

Grant Date: [Grant Date]

Restricted Stock Commencement Date: N/A

Restricted Stock Expiration Date: N/A

Restricted Stock Vesting Schedule: all stock shall be vested upon grant

Payment Date: all stock shall be paid upon grant

Director

Number of Restricted Stock shares: [Number of Shares Granted]

Gannett Co., Inc.

________________________________ By: __________________________

Director’s Signature Michael E. Reed

Chief Executive Officer

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GANNETT CO., INC.

DIRECTOR RESTRICTED STOCK

TERMS AND CONDITIONS

These Terms and Conditions, govern the grant of shares of Restricted Stock to the director (the “Director”) designated in the Award Agreement dated coincident with these Terms and Conditions. The Restricted Stock is granted under, and subject to, the Gannett Co., Inc. (the “Company”) 2023 Stock Incentive Plan (the “Plan”). Terms used herein that are defined in the Plan or Award Agreement shall have the meaning ascribed to them in the Plan or Award Agreement. If there is any inconsistency between these Terms and Conditions and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.

1. Grant of Restricted Stock. Pursuant to the provisions of (i) the Plan, (ii) the individual Award Agreement governing the grant, and (iii) these Terms and Conditions, the Company has granted to the Director the number of Restricted Stock shares set forth on the applicable Award Agreement. Each vested Restricted Stock share shall entitle the Director to receive from the Company one share of the Company’s common stock (“Common Stock”) upon the Payment Date.

2. Payment Date. The Payment Date shall be the dates specified in the Award Agreement with respect to the Restricted Stock shares that vest on such date under the schedule set forth in the Award Agreement.

3. Vesting Schedule. All the Restricted Stock shares granted hereunder are immediately vested as of the Grant Date.

4. Delivery of Shares. The Company shall deliver to the Director a certificate or certificates, or at the election of the Company make an appropriate book-entry, for the number of shares of Common Stock equal to the number of vested Restricted Stock shares as soon as

-3-

administratively practicable (but always by the 30th day) after the Payment Date; provided that the number of shares shall be reduced by the value of all taxes which the Company is required by law to withhold by reason of such delivery. The Director shall have no further rights with regard to a Restricted Stock share once the underlying share of Common Stock has been delivered with respect to that Restricted Stock share.

5. Discretionary Plan. The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. With respect to the Plan, (a) each grant of Restricted Stock is a one-time benefit which does not create any contractual or other right to receive future grants of Restricted Stock, or benefits in lieu of Restricted Stock; (b) all determinations with respect to any such future grants, including, but not limited to, the times when the Restricted Stock shall be granted, the number of Restricted Stock shares, the Payment Dates and the vesting dates, will be at the sole discretion of the Company; (c) the Director’s participation in the Plan is voluntary; and (d) the future value of the Restricted Stock is unknown and cannot be predicted with certainty.

6. Effect of Plan and these Terms and Conditions. The Plan is hereby incorporated by reference into these Terms and Conditions, and these Terms and Conditions are subject in all respects to the provisions of the Plan, including without limitation the authority of the Compensation Committee of the Board of Directors of the Company in its sole discretion to adjust awards and to make interpretations and other determinations with respect to all matters relating to the applicable Award Agreements, these Terms and Conditions, the Plan and awards made pursuant thereto. These Terms and Conditions shall apply to the grant of Restricted Stock made to the Director on the date hereof and shall not apply to any future grants of Restricted Stock made to the Director.

-4-

7. Notices. Notices hereunder shall be in writing and, if to the Company, shall be addressed to the Secretary of the Company at 7950 Jones Branch Drive, McLean, Virginia 22107-0910, and, if to the Director, shall be addressed to the Director at his or her address as it appears on the Company’s records.

8. Successors and Assigns. The applicable Award Agreement and these Terms and Conditions shall be binding upon and inure to the benefit of the successors and assigns of the Company and to the estate or designated beneficiary of the Director.

9. Grant Subject to Applicable Regulatory Approvals. Any grant of Restricted Stock under the Plan is specifically conditioned on, and subject to, any regulatory approvals required in the Director’s country. These approvals cannot be assured. If necessary approvals for grant or payment are not obtained, the Restricted Stock may be cancelled or rescinded, or they may expire, as determined by the Company in its sole and absolute discretion.

10. Applicable Laws and Consent to Jurisdiction. The validity, construction, interpretation and enforceability of this Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in Virginia and agree that such litigation shall be conducted in the courts of Fairfax County, Virginia or the federal courts of the United States for the Eastern District of Virginia.

EXHIBIT 31-1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, Michael E. Reed, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Gannett Co., Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 2, 2023

/s/ Michael E. Reed
Michael E. Reed
President and Chief Executive Officer
(principal executive officer)

EXHIBIT 31-2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, Douglas E. Horne, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Gannett Co., Inc.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 2, 2023

/s/ Douglas E. Horne
Douglas E. Horne
Chief Financial Officer (principal financial officer)

EXHIBIT 32-1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gannett Co., Inc. (“Gannett”) on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael E. Reed, President and Chief Executive Officer of Gannett, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Gannett.


/s/ Michael E. Reed

Michael E. Reed

President and Chief Executive Officer

(principal executive officer)

November 2, 2023

EXHIBIT 32-2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gannett Co., Inc. (“Gannett”) on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas E. Horne, Chief Financial Officer of Gannett, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Gannett.


/s/ Douglas E. Horne

Douglas E. Horne

Chief Financial Officer (principal financial officer)

November 2, 2023

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Oct. 30, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-36097
Entity Registrant Name	GANNETT CO., INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-3910250
Entity Address, Address Line One	7950 Jones Branch Drive,
Entity Address, City or Town	McLean,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22107-0910
City Area Code	703
Local Phone Number	854-6000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GCI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock Shares Outstanding		148,876,080
Entity Central Index Key	0001579684
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 109,240	$ 94,255
Accounts receivable, net of allowance of $13,143 and $16,697 as of September 30, 2023 and December 31, 2022, respectively	257,032	289,415
Inventories	29,914	45,223
Prepaid expenses	50,327	46,205
Other current assets	17,107	32,679
Total current assets	463,620	507,777
Property, plant and equipment, net of accumulated depreciation of $373,232 and $360,522 as of September 30, 2023 and December 31, 2022, respectively	246,271	305,994
Operating lease assets	230,961	233,322
Goodwill	533,264	533,166
Intangible assets, net	545,740	613,358
Deferred tax assets	57,284	56,618
Pension and other assets	172,237	143,320
Total assets	2,249,377	2,393,555
Current liabilities:
Accounts payable and accrued liabilities	310,527	351,848
Deferred revenue	128,599	153,648
Current portion of long-term debt	69,339	60,452
Operating lease liabilities	46,918	44,872
Other current liabilities	5,797	6,218
Total current liabilities	561,180	617,038
Long-term debt	580,789	695,642
Convertible debt	412,483	405,681
Deferred tax liabilities	0	1,439
Pension and other postretirement benefit obligations	43,966	50,710
Long-term operating lease liabilities	212,681	219,109
Other long-term liabilities	112,227	108,563
Total noncurrent liabilities	1,362,146	1,481,144
Total liabilities	1,923,326	2,098,182
Commitments and contingent liabilities (See Note 11)
Equity
Preferred stock, $0.01 par value per share, 300,000 shares authorized, of which 0 shares and 150,000 shares were designated as Series A Junior Participating Preferred Stock at September 30, 2023 and December 31, 2022, respectively, none of which were issued and outstanding at September 30, 2023 and December 31, 2022	0	0
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 158,446,632 shares issued and 149,002,959 shares outstanding at September 30, 2023; 153,286,104 shares issued and 146,223,179 shares outstanding at December 31, 2022	1,584	1,533
Treasury stock, at cost, 9,443,673 shares and 7,062,925 shares at September 30, 2023 and December 31, 2022, respectively	(17,392)	(14,737)
Additional paid-in capital	1,422,400	1,409,578
Accumulated deficit	(1,004,300)	(999,401)
Accumulated other comprehensive loss	(75,773)	(101,231)
Total Gannett stockholders' equity	326,519	295,742
Noncontrolling interests	(468)	(369)
Total equity	326,051	295,373
Total liabilities and equity	$ 2,249,377	$ 2,393,555

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Trade receivables, allowance for doubtful receivables	$ 13,143	$ 16,697
Property plant and equipment, accumulated depreciation	$ 373,232	$ 360,522
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock authorized (in shares)	300,000	300,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, issued (in shares)	158,446,632	153,286,104
Common stock, outstanding (in shares)	149,002,959	146,223,179
Treasury stock (in shares)	9,443,673	7,062,925
Series A Junior Participating Preferred Stock
Preferred stock authorized (in shares)	0	150,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Total operating revenues

$ 652,871

$ 717,902

$ 1,994,145

$ 2,214,639

Operating costs

416,103

459,343

1,272,387

1,405,230

Selling, general and administrative expenses

184,914

212,473

549,431

662,146

Depreciation and amortization

40,644

44,778

124,126

142,091

Integration and reorganization costs (reversal)

(955)

33,311

18,459

60,454

Asset impairments

188

1,370

1,010

Gain on sale or disposal of assets, net

(23,334)

(7,180)

(40,869)

(9,612)

Other operating expenses

370

249

828

1,665

Total operating expenses

617,930

743,045

1,925,732

2,262,984

Operating income (loss)

34,941

(25,143)

68,413

(48,345)

Interest expense

27,918

27,750

84,807

79,840

(Gain) loss on early extinguishment of debt

(2,717)

(1,228)

(3,213)

2,264

Non-operating pension income

(2,929)

(14,990)

(7,007)

(51,363)

Other non-operating income, net

(907)

(651)

(1,324)

(811)

Non-operating expenses

21,365

10,881

73,263

29,930

Income (loss) before income taxes

13,576

(36,024)

(4,850)

(78,275)

Provision for income taxes

16,144

18,098

148

32,649

Net loss

(2,568)

(54,122)

(4,998)

(110,924)

Net loss attributable to noncontrolling interests

(2)

(8)

(99)

(155)

Net loss attributable to Gannett

$ (2,566)

$ (54,114)

$ (4,899)

$ (110,769)

Loss per share attributable to Gannett - basic (in dollars per share)

$ (0.02)

$ (0.39)

$ (0.04)

$ (0.81)

Loss per share attributable to Gannett - diluted (in dollars per share)

$ (0.02)

$ (0.39)

$ (0.04)

$ (0.81)

Other comprehensive income (loss):

Foreign currency translation adjustments

$ (7,329)

$ (21,721)

$ 4,835

$ (44,925)

Pension and other postretirement benefit items:

Net actuarial gain (loss)

3,522

(99,904)

29,086

(88,914)

Amortization of net actuarial loss

(239)

(125)

(227)

(374)

Amortization of prior service cost

(409)

(376)

Equity method investments

610

Other

3,860

1,153

(1,682)

3,158

Total pension and other postretirement benefit items

6,734

(98,876)

27,411

(86,130)

Other comprehensive income (loss) before tax

(595)

(120,597)

32,246

(131,055)

Income tax provision (benefit) related to components of other comprehensive income (loss)

1,484

(26,047)

6,788

(23,254)

Other comprehensive income (loss), net of tax

(2,079)

^[1]

(94,550)

^[1]

25,458

^[2]

(107,801)

^[2]

Comprehensive income (loss)

(4,647)

(148,672)

20,460

(218,725)

Comprehensive loss attributable to noncontrolling interests

(2)

(8)

(99)

(155)

Comprehensive income (loss) attributable to Gannett

(4,645)

(148,664)

20,559

(218,570)

Advertising and marketing services

Total operating revenues

339,803

361,847

1,033,960

1,120,570

Circulation

Total operating revenues

227,104

264,732

702,001

827,958

Other

Total operating revenues

$ 85,964

$ 91,323

$ 258,184

$ 266,111

[1]	For the three months ended September 30, 2023 and 2022, Other comprehensive (loss) is net of an income tax provision of $1.5 million and an income tax benefit of $26.0 million, respectively.
[2]	For the nine months ended September 30, 2023 and 2022, Other comprehensive income (loss) is net of an income tax provision of $6.8 million and an income tax benefit of $23.3 million, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss	$ (4,998)	$ (110,924)
Adjustments to reconcile net loss to operating cash flows:
Depreciation and amortization	124,126	142,091
Share-based compensation expense	12,727	13,277
Non-cash interest expense	15,942	15,954
Gain on sale or disposal of assets, net	(40,869)	(9,612)
(Gain) loss on early extinguishment of debt	(3,213)	2,264
Asset impairments	1,370	1,010
Pension and other postretirement benefit obligations	(10,765)	(71,640)
Change in other assets and liabilities, net	(20,903)	50,562
Cash provided by operating activities	73,417	32,982
Investing activities
Acquisitions, net of cash acquired	0	(15,432)
Purchase of property, plant and equipment	(29,707)	(35,943)
Proceeds from sale of real estate and other assets	83,799	71,004
Change in other investing activities	(24)	(548)
Cash provided by investing activities	54,068	19,081
Financing activities
Payments of deferred financing costs	0	(957)
Borrowings of long-term debt	0	80,000
Repayments of long-term debt	(111,894)	(127,567)
Acquisition of noncontrolling interests	0	(2,050)
Treasury stock	(2,642)	(6,529)
Changes in other financing activities	1,593	(941)
Cash used for financing activities	(112,943)	(58,044)
Effect of currency exchange rate change on cash	688	(1,447)
Increase (decrease) in cash, cash equivalents and restricted cash	15,230	(7,428)
Cash, cash equivalents and restricted cash at beginning of period	104,804	143,619
Cash, cash equivalents and restricted cash at end of period	$ 120,034	$ 136,191

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($)
$ in Thousands

Total

Common stock

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated deficit

Treasury stock

Non-controlling interest

Beginning balance (in shares) at Dec. 31, 2021

144,667,000

Beginning balance at Dec. 31, 2021

$ 529,615

$ 1,446

$ 1,400,206

$ 59,998

$ (921,399)

$ (8,151)

$ (2,485)

Beginning balance (in shares) at Dec. 31, 2021

2,368,000

Increase (Decrease) in Stockholders' Equity

Net loss attributable to Gannett

(110,924)

(110,769)

(155)

Acquisition of noncontrolling interests

(2,050)

(4,419)

2,369

Restricted stock awards settled, net of withholdings (in shares)

615,000

Restricted stock awards settled, net of withholdings

(1,730)

$ 7

(1,737)

Restricted share grants (in shares)

7,127,000

Restricted share grants

$ 71

(71)

Other comprehensive loss (income), net

^[1]

(107,801)

Share-based compensation expense

13,277

Issuance of common stock (in shares)

301,000

Issuance of common stock

113

$ 3

110

Treasury stock (in shares)

1,555,000

Treasury stock

(6,529)

$ (6,529)

Restricted share forfeiture (in shares)

2,569,000

Restricted share forfeiture

(26)

$ (26)

Other activity

(810)

Ending balance (in shares) at Sep. 30, 2022

152,710,000

Ending balance at Sep. 30, 2022

313,135

$ 1,527

1,406,556

(47,803)

(1,032,168)

$ (14,706)

(271)

Ending balance (in shares) at Sep. 30, 2022

6,492,000

Beginning balance (in shares) at Jun. 30, 2022

152,598,000

Beginning balance at Jun. 30, 2022

457,908

$ 1,526

1,402,652

46,747

(978,054)

$ (14,700)

(263)

Beginning balance (in shares) at Jun. 30, 2022

5,810,000

Increase (Decrease) in Stockholders' Equity

Net loss attributable to Gannett

(54,122)

(54,114)

(8)

Restricted stock awards settled, net of withholdings (in shares)

Restricted stock awards settled, net of withholdings

(178)

Restricted share grants (in shares)

96,000

Restricted share grants

$ 1

(1)

Other comprehensive loss (income), net

^[2]

(94,550)

Share-based compensation expense

4,499

Issuance of common stock (in shares)

16,000

Issuance of common stock

$ 0

Restricted share forfeiture (in shares)

682,000

Restricted share forfeiture

(6)

$ (6)

Other activity

(441)

Ending balance (in shares) at Sep. 30, 2022

152,710,000

Ending balance at Sep. 30, 2022

$ 313,135

$ 1,527

1,406,556

(47,803)

(1,032,168)

$ (14,706)

(271)

Ending balance (in shares) at Sep. 30, 2022

6,492,000

Beginning balance (in shares) at Dec. 31, 2022

146,223,179

153,286,000

Beginning balance at Dec. 31, 2022

$ 295,373

$ 1,533

1,409,578

(101,231)

(999,401)

$ (14,737)

(369)

Beginning balance (in shares) at Dec. 31, 2022

7,062,925

7,063,000

Increase (Decrease) in Stockholders' Equity

Net loss attributable to Gannett

$ (4,998)

(4,899)

(99)

Restricted share grants (in shares)

4,682,000

Restricted share grants

$ 47

(47)

Other comprehensive loss (income), net

^[1]

25,458

Share-based compensation expense

12,727

Issuance of common stock (in shares)

479,000

Issuance of common stock

$ 4

Treasury stock (in shares)

1,132,000

Treasury stock

(2,642)

$ (2,642)

Restricted share forfeiture (in shares)

1,249,000

Restricted share forfeiture

(13)

$ (13)

Other activity

$ 72

Ending balance (in shares) at Sep. 30, 2023

149,002,959

158,447,000

Ending balance at Sep. 30, 2023

$ 326,051

$ 1,584

1,422,400

(75,773)

(1,004,300)

$ (17,392)

(468)

Ending balance (in shares) at Sep. 30, 2023

9,443,673

9,444,000

Beginning balance (in shares) at Jun. 30, 2023

158,436,000

Beginning balance at Jun. 30, 2023

$ 326,897

$ 1,584

1,418,577

(73,694)

(1,001,734)

$ (17,370)

(466)

Beginning balance (in shares) at Jun. 30, 2023

9,311,000

Increase (Decrease) in Stockholders' Equity

Net loss attributable to Gannett

(2,568)

(2,566)

(2)

Other comprehensive loss (income), net

^[2]

(2,079)

Share-based compensation expense

3,944

Issuance of common stock (in shares)

11,000

Issuance of common stock

$ 0

Treasury stock (in shares)

8,000

Treasury stock

(20)

$ (20)

Restricted share forfeiture (in shares)

125,000

Restricted share forfeiture

(2)

$ (2)

Other activity

$ (145)

(145)

Ending balance (in shares) at Sep. 30, 2023

149,002,959

158,447,000

Ending balance at Sep. 30, 2023

$ 326,051

$ 1,584

$ 1,422,400

$ (75,773)

$ (1,004,300)

$ (17,392)

$ (468)

Ending balance (in shares) at Sep. 30, 2023

9,443,673

9,444,000

[1]	For the nine months ended September 30, 2023 and 2022, Other comprehensive income (loss) is net of an income tax provision of $6.8 million and an income tax benefit of $23.3 million, respectively.
[2]	For the three months ended September 30, 2023 and 2022, Other comprehensive (loss) is net of an income tax provision of $1.5 million and an income tax benefit of $26.0 million, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Other comprehensive loss, tax provision (benefit)	$ 1,484	$ (26,047)	$ 6,788	$ (23,254)

Description of business and basis of presentation	9 Months Ended
Description of business and basis of presentation	Sep. 30, 2023
Accounting Policies [Abstract]
Description of business and basis of presentation	NOTE 1 — Description of business and basis of presentation Description of business Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. Gannett operates a scalable, data-driven media platform that aligns with consumer and digital marketing trends. We aim to be the premier source for clarity, connections, and solutions within our communities. Our mission is to provide unbiased, unique local and national content and unrivaled marketing solutions to the communities we serve. We seek to drive audience growth and engagement by delivering valuable content experiences to our consumers, while offering the unique products and marketing expertise our advertisers desire. Our strategy prioritizes the growth of highly recurring digital businesses, while maximizing the lifetime value of our legacy print business, and we expect the execution of this strategy to enable us to continue our evolution to a digitally-focused content platform. Our current portfolio of media assets includes the USA TODAY NETWORK, which includes USA TODAY and local media organizations in 43 states in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."). We also own digital marketing services companies under the brand LocaliQ, which provide a cloud-based platform of products to enable small and medium-sized businesses to accomplish their marketing goals. In addition, our portfolio includes what we believe is the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures. Through USA TODAY, our network of local properties, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage with it on virtually any device or platform. Additionally, the Company has strong relationships with hundreds of thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and marketing solutions product suite. The Company reports in two segments: Gannett Media and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions such as legal, human resources, accounting, analytics, finance and marketing, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements. Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2023 include all the assets, liabilities, revenues, expenses, and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). In addition, in the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2023 reflect all necessary adjustments for a fair statement of the results for the interim period. All significant intercompany accounts and transactions have been eliminated in consolidation, and the Company consolidates its subsidiaries. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the unaudited condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, and goodwill and intangible asset impairment analysis. Recent accounting pronouncements not yet adopted Disclosure Improvements In October 2023, the Financial Accounting Standards Board (the "FASB") issued guidance, ASU 2023-06, that incorporates several disclosure and presentation requirements into the FASB’s Accounting Standards Codification (the "Codification") currently residing in SEC Regulation S-X and Regulation S-K. As the Company is currently subject to these SEC requirements, ASU 2023-06 is not expected to have a significant impact on the Company. The effective date for each amendment in the Codification will be the date on which the SEC's removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective. If, by June 30, 2027, the SEC has not removed the existing disclosure requirements from Regulation S-X or Regulation S-K, the pending disclosure requirements will be removed from the Codification and will not become effective for any entity. ASU 2023-06 will be applied prospectively.

Revenues

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenues

NOTE 2 — Revenues


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Print advertising	$	137,154	$	159,324	$	434,383	$	506,295
Digital advertising and marketing services	202,649		202,523		599,577		614,275
Advertising and marketing services	339,803		361,847		1,033,960		1,120,570
Print circulation	187,065		230,200		588,275		730,827
Digital-only subscription	40,039		34,532		113,726		97,131
Circulation	227,104		264,732		702,001		827,958
Other (a)	85,964		91,323		258,184		266,111
Total operating revenues	$	652,871	$	717,902	$	1,994,145	$	2,214,639

Deferred revenues

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


	Nine months ended September 30, 2023						Nine months ended September 30, 2022
In thousands	Advertising, marketing services, and other		Circulation		Total		Advertising, marketing services, and other		Circulation		Total
Beginning balance	$	46,327	$	107,321	$	153,648	$	60,665	$	124,173	$	184,838
Acquisition	—		—		—		—		2,388		2,388
Cash receipts, net of refunds	215,155		609,894		825,049		203,704		725,621		929,325
Revenue recognized	(225,527)		(624,571)		(850,098)		(216,540)		(738,426)		(954,966)
Ending balance	$	35,955	$	92,644	$	128,599	$	47,829	$	113,756	$	161,585

Accounts receivable, net

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Accounts receivable, net

NOTE 3 — Accounts receivable, net


	Nine months ended September 30,
In thousands	2023		2022
Beginning balance	$	16,697	$	16,470
Current period provision	7,073		5,074
Write-offs charged against the allowance	(14,075)		(13,149)
Recoveries of amounts previously written-off	3,429		3,469
Other	19		192

Ending balance	$	13,143	$	12,056

Goodwill and intangible assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and intangible assets

NOTE 4 — Goodwill and intangible assets

Goodwill and intangible assets consisted of the following:


	September 30, 2023						December 31, 2022
In thousands	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Finite-lived intangible assets:
Advertiser relationships	$	445,935	$	224,824	$	221,111	$	445,775	$	192,032	$	253,743
Other customer relationships	101,755		53,806		47,949		102,224		45,811		56,413
Subscriber relationships	251,087		148,309		102,778		251,083		126,899		124,184
Other intangible assets	68,780		61,218		7,562		68,780		55,932		12,848
Sub-total	$	867,557	$	488,157	$	379,400	$	867,862	$	420,674	$	447,188
Indefinite-lived intangible assets:
Mastheads					166,340						166,170
Total intangible assets					$	545,740					$	613,358

Goodwill					$	533,264					$	533,166

As of September 30, 2023, the Company performed a review of potential impairment indicators under both ASC 350 and ASC 360, and it was determined that no indicators of impairment were present.

Integration and reorganization costs

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Integration and reorganization costs

NOTE 5 — Integration and reorganization costs

Severance-related expenses

The Company recorded severance-related expenses by segment as follows:


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Gannett Media	$	495	$	11,334	$	8,315	$	27,106
Digital Marketing Solutions	630		191		602		340
Corporate and other	338		4,212		5,350		5,288
Total	$	1,463	$	15,737	$	14,267	$	32,734


In thousands	Severance and related costs
Beginning balance	$	29,773
Restructuring provision included in integration and reorganization costs	14,267
Cash payments	(36,484)
Ending balance	$	7,556

Other restructuring-related expenses


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Gannett Media (a)	$	(4,034)	$	14,044	$	(4,895)	$	15,034
Digital Marketing Solutions	—		240		—		535
Corporate and other	1,616		3,290		9,087		12,151
Total	$	(2,418)	$	17,574	$	4,192	$	27,720

Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

NOTE 6 — Debt

The Company's debt consisted of the following:


	September 30, 2023								December 31, 2022
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
Senior Secured Term Loan	$	360.3	$	(5.9)	$	(1.3)	$	353.1	$	438.4	$	(8.9)	$	(1.9)	$	427.6
2026 Senior Notes	305.6		(6.7)		(5.2)		293.7		345.2		(9.4)		(7.3)		328.5
2027 Notes	485.3		(71.3)		(1.5)		412.5		485.3		(81.2)		(1.7)		402.4
2024 Notes	3.3		—		—		3.3		3.3		—		—		3.3
Total debt	$	1,154.5	$	(83.9)	$	(8.0)	$	1,062.6	$	1,272.2	$	(99.5)	$	(10.9)	$	1,161.8
Less: Current portion of long-term debt	$	(69.3)	$	—	$	—	$	(69.3)	$	(60.5)	$	—	$	—	$	(60.5)
Non-current portion of long-term debt	$	1,085.2	$	(83.9)	$	(8.0)	$	993.3	$	1,211.7	$	(99.5)	$	(10.9)	$	1,101.3

Senior Secured Term Loan

Senior Secured Notes due 2026

Senior Secured Convertible Notes due 2027

Senior Convertible Notes due 2024

Pensions and other postretirement benefit plans

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Pensions and other postretirement benefit plans

NOTE 7 — Pensions and other postretirement benefit plans

Retirement plan costs include the following components:


	Pension benefits				Postretirement benefits
	Three months ended September 30,				Three months ended September 30,
In thousands	2023		2022		2023		2022
Operating expenses:
Service cost - benefits earned during the period	$	335	$	448	$	10	$	19
Non-operating expenses:
Interest cost on benefit obligation	21,248		17,715		486		442
Expected return on plan assets	(24,015)		(32,316)		—		—
Amortization of prior service cost (benefit)	18		—		(427)		—
Amortization of actuarial loss (gain)	556		22		(795)		(147)
Pension settlement gain	—		(706)		n/a		n/a
Total non-operating (benefit) expense	$	(2,193)	$	(15,285)	$	(736)	$	295
Total (benefit) expense for retirement plans	$	(1,858)	$	(14,837)	$	(726)	$	314


	Pension benefits				Postretirement benefits
	Nine months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Operating expenses:
Service cost - benefits earned during the period	$	1,005	$	1,357	$	30	$	57
Non-operating expenses:
Interest cost on benefit obligations	63,343		54,496		1,750		1,327
Expected return on plan assets	(71,497)		(106,106)		—		—
Amortization of prior service cost (benefit)	51		—		(427)		—
Amortization of actuarial loss (gain)	1,640		67		(1,867)		(441)
Pension settlement gain	—		(706)		n/a		n/a
Total non-operating (benefit) expense	$	(6,463)	$	(52,249)	$	(544)	$	886
Total (benefit) expense for retirement plans	$	(5,458)	$	(50,892)	$	(514)	$	943

Contributions

Fair value measurement	9 Months Ended
Fair value measurement	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair value measurement	NOTE 8 — Fair value measurement In accordance with ASC 820 "Fair Value Measurement," fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. As of September 30, 2023 and December 31, 2022, assets and liabilities recorded at fair value and measured on a recurring basis primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair value hierarchy. The Company's debt is recorded on the condensed consolidated balance sheets at carrying value. Refer to Note 6 — Debt for additional discussion regarding fair value of the Company's debt instruments. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Assets held for sale (Level 3), which are recorded in Other current assets on the condensed consolidated balance sheets, are measured on a nonrecurring basis and are evaluated using executed purchase agreements, letters of intent or third-party valuation analyses when certain circumstances arise. The Company has classified certain real estate assets as held for sale, primarily at the Gannett Media segment, totaling $1.3 million and $8.4 million as of September 30, 2023 and December 31, 2022, respectively, as part of our plan to monetize non-core assets. We expect to record a gain on the sale of assets held for sale as of September 30, 2023 in the fourth quarter of 2023 upon closing of the transactions. During the three and nine months ended September 30, 2023, we recognized net gains on the sale of assets of $23.3 million and $40.9 million, respectively, primarily in connection with assets held for sale at both June 30, 2023 and December 31, 2022. The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the fourth quarter of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Refer to Note 4 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment.

Income taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income taxes

NOTE 9 — Income taxes

The following table outlines our pre-tax net income (loss) and income tax amounts:


	Three months ended September 30,						Nine months ended September 30,
In thousands	2023			2022			2023			2022
Income (loss) before income taxes	$	13,576		$	(36,024)		$	(4,850)		$	(78,275)
Provision for income taxes	16,144			18,098			148			32,649
Effective tax rate	118.9		%	(50.2)		%	(3.1)		%	(41.7)		%

Supplemental equity information

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Supplemental equity information

NOTE 10 — Supplemental equity information

Loss per share

The following table sets forth the information to compute basic and diluted loss per share:


	Three months ended September 30,				Nine months ended September 30,
In thousands, except per share data	2023		2022		2023		2022
Net loss attributable to Gannett	$	(2,566)	$	(54,114)	$	(4,899)	$	(110,769)



Basic weighted average shares outstanding	140,373		137,008		139,378		136,857



Diluted weighted average shares outstanding	140,373		137,008		139,378		136,857

Loss per share attributable to Gannett - basic	$	(0.02)	$	(0.39)	$	(0.04)	$	(0.81)
Loss per share attributable to Gannett - diluted	$	(0.02)	$	(0.39)	$	(0.04)	$	(0.81)

The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive:


	Three months ended September 30,		Nine months ended September 30,
In thousands	2023	2022	2023	2022
Warrants	845	845	845	845
Stock options	6,068	6,068	6,068	6,068
Restricted stock grants (a)	8,779	11,211	8,779	11,211
2027 Notes (b)	97,057	97,057	97,057	97,057

(a)Includes Restricted stock awards ("RSAs"), Restricted stock units ("RSUs") and Performance stock units ("PSUs").

(b)Represents the total number of shares that would be convertible at September 30, 2023 and 2022 as stipulated in the 2027 Notes Indenture.

Share-based compensation

Equity awards

Preferred stock

Stock Repurchase Program

Accumulated other comprehensive loss

The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax:


	Nine months ended September 30, 2023						Nine months ended September 30, 2022
In thousands	Pension and postretirement benefit plans		Foreign currency translation		Total		Pension and postretirement benefit plans		Foreign currency translation		Total
Beginning balance	$	(86,351)	$	(14,880)	$	(101,231)	$	50,870	$	9,128	$	59,998
Other comprehensive income (loss) before reclassifications, net of taxes	21,080		4,835		25,915		(62,075)		(44,925)		(107,000)
Amounts reclassified from accumulated other comprehensive loss(a)(b)(c)	(457)		—		(457)		(801)		—		(801)
Net current period other comprehensive income (loss), net of taxes	20,623		4,835		25,458		(62,876)		(44,925)		(107,801)
Ending balance	$	(65,728)	$	(10,045)	$	(75,773)	$	(12,006)	$	(35,797)	$	(47,803)

(a)Amounts reclassified from accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.

Commitments, contingencies and other matters	9 Months Ended
Commitments, contingencies and other matters	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments, contingencies and other matters	NOTE 11 — Commitments, contingencies, and other matters Legal Proceedings The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business, including, but not limited to, matters such as libel, invasion of privacy, intellectual property infringement, wrongful termination actions, complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental, and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material adverse effect on the Company's consolidated results of operations or financial position. We are also defendants in judicial and administrative proceedings involving matters incidental to our business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not believe it is reasonably possible that its current and threatened legal proceedings will have a material adverse effect on the Company's business, financial position or consolidated results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company's financial results. On June 20, 2023, the Company filed a civil action against Google LLC and Alphabet Inc. (together, "Google") in the U.S. District Court in the Southern District of New York seeking injunctive relief and damages for the anticompetitive monopolization of advertising technology markets and for deceptive commercial practices. The Company's complaint details more than a dozen anticompetitive and deceptive acts that the Company believes demonstrate Google's unfair control and manipulation of all sides of each online advertising transaction. The Company intends to vigorously pursue this action. However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods, if and when the contingency is resolved, in accordance with ASC 450 "Contingencies." We do not expect pursuing this lawsuit to be a significant cost to us.

Segment reporting

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment reporting

NOTE 12 — Segment reporting


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Revenues:
Gannett Media	$	567,540	$	633,006	$	1,742,438	$	1,968,269
Digital Marketing Solutions	121,919		120,049		357,525		347,771
Corporate and other	1,532		1,328		4,603		4,042
Intersegment Eliminations	(38,120)		(36,481)		(110,421)		(105,443)
Total operating revenues	652,871		717,902		1,994,145		2,214,639
Adjusted EBITDA:
Gannett Media	54,260		46,023		177,342		165,527
Digital Marketing Solutions	13,575		15,690		40,728		41,176
Corporate and other	(8,311)		(9,804)		(24,493)		(39,772)
Net loss attributable to noncontrolling interests	2		8		99		155
Interest expense	27,918		27,750		84,807		79,840
(Gain) loss on early extinguishment of debt	(2,717)		(1,228)		(3,213)		2,264
Non-operating pension income	(2,929)		(14,990)		(7,007)		(51,363)

Depreciation and amortization	40,644		44,778		124,126		142,091
Integration and reorganization costs (reversal)	(955)		33,311		18,459		60,454
Other operating expenses	370		249		828		1,665
Asset impairments	188		71		1,370		1,010

Gain on sale or disposal of assets, net	(23,334)		(7,180)		(40,869)		(9,612)
Share-based compensation expense	3,944		4,499		12,727		13,277
Other items	2,817		665		7,100		5,425
Income (loss) before income taxes	13,576		(36,024)		(4,850)		(78,275)
Provision for income taxes	16,144		18,098		148		32,649
Net loss	(2,568)		(54,122)		(4,998)		(110,924)
Net loss attributable to noncontrolling interests	(2)		(8)		(99)		(155)
Net loss attributable to Gannett	$	(2,566)	$	(54,114)	$	(4,899)	$	(110,769)

Asset information by segment is not a key measure of performance used by the CODM function. Accordingly, we have not disclosed asset information by segment.

Other supplemental information

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other supplemental information

NOTE 13 — Other supplemental information

Cash and cash equivalents, including restricted cash

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


	September 30,
In thousands	2023		2022
Cash and cash equivalents	$	109,240	$	124,867
Restricted cash included in other current assets	488		1,078
Restricted cash included in pension and other assets	10,306		10,246
Total cash, cash equivalents and restricted cash	$	120,034	$	136,191

Supplemental cash flow information

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


	Nine months ended September 30,
In thousands	2023		2022
Cash paid for taxes, net of refunds	$	5,534	$	2,726
Cash paid for interest	56,137		51,021
Non-cash investing and financing activities:
Accrued capital expenditures	$	2,416	$	970

Supplemental lease information

Accounts payable and accrued liabilities

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


In thousands	September 30, 2023		December 31, 2022
Accounts payable	$	159,284	$	189,094
Compensation	61,577		87,937
Taxes (primarily property, sales, and payroll taxes)	11,310		11,940
Benefits	20,896		21,942
Interest	17,520		6,162
Other	39,940		34,773
Accounts payable and accrued liabilities	$	310,527	$	351,848

Description of business and basis of presentation (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2023 include all the assets, liabilities, revenues, expenses, and cash flows of entities which Gannett controls due to ownership of a majority voting interest ("subsidiaries"). In addition, in the opinion of management, the unaudited condensed consolidated financial statements as of September 30, 2023 reflect all necessary adjustments for a fair statement of the results for the interim period. All significant intercompany accounts and transactions have been eliminated in consolidation, and the Company consolidates its subsidiaries.
Use of estimates	Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the unaudited condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, and goodwill and intangible asset impairment analysis.
Recent accounting pronouncements not yet adopted	Recent accounting pronouncements not yet adopted Disclosure Improvements In October 2023, the Financial Accounting Standards Board (the "FASB") issued guidance, ASU 2023-06, that incorporates several disclosure and presentation requirements into the FASB’s Accounting Standards Codification (the "Codification") currently residing in SEC Regulation S-X and Regulation S-K. As the Company is currently subject to these SEC requirements, ASU 2023-06 is not expected to have a significant impact on the Company. The effective date for each amendment in the Codification will be the date on which the SEC's removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective. If, by June 30, 2027, the SEC has not removed the existing disclosure requirements from Regulation S-X or Regulation S-K, the pending disclosure requirements will be removed from the Codification and will not become effective for any entity. ASU 2023-06 will be applied prospectively.

Revenues (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents our revenues disaggregated by source:


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Print advertising	$	137,154	$	159,324	$	434,383	$	506,295
Digital advertising and marketing services	202,649		202,523		599,577		614,275
Advertising and marketing services	339,803		361,847		1,033,960		1,120,570
Print circulation	187,065		230,200		588,275		730,827
Digital-only subscription	40,039		34,532		113,726		97,131
Circulation	227,104		264,732		702,001		827,958
Other (a)	85,964		91,323		258,184		266,111
Total operating revenues	$	652,871	$	717,902	$	1,994,145	$	2,214,639

Schedule of Deferred Revenue

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


	Nine months ended September 30, 2023						Nine months ended September 30, 2022
In thousands	Advertising, marketing services, and other		Circulation		Total		Advertising, marketing services, and other		Circulation		Total
Beginning balance	$	46,327	$	107,321	$	153,648	$	60,665	$	124,173	$	184,838
Acquisition	—		—		—		—		2,388		2,388
Cash receipts, net of refunds	215,155		609,894		825,049		203,704		725,621		929,325
Revenue recognized	(225,527)		(624,571)		(850,098)		(216,540)		(738,426)		(954,966)
Ending balance	$	35,955	$	92,644	$	128,599	$	47,829	$	113,756	$	161,585

Accounts receivable, net (Tables)

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Schedule of Allowance for Doubtful Accounts

The following table presents changes in the allowance for doubtful accounts:


	Nine months ended September 30,
In thousands	2023		2022
Beginning balance	$	16,697	$	16,470
Current period provision	7,073		5,074
Write-offs charged against the allowance	(14,075)		(13,149)
Recoveries of amounts previously written-off	3,429		3,469
Other	19		192

Ending balance	$	13,143	$	12,056

Goodwill and intangible assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill, Indefinite-lived Intangible Assets, and Amortizable Intangible Assets

Goodwill and intangible assets consisted of the following:


	September 30, 2023						December 31, 2022
In thousands	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Finite-lived intangible assets:
Advertiser relationships	$	445,935	$	224,824	$	221,111	$	445,775	$	192,032	$	253,743
Other customer relationships	101,755		53,806		47,949		102,224		45,811		56,413
Subscriber relationships	251,087		148,309		102,778		251,083		126,899		124,184
Other intangible assets	68,780		61,218		7,562		68,780		55,932		12,848
Sub-total	$	867,557	$	488,157	$	379,400	$	867,862	$	420,674	$	447,188
Indefinite-lived intangible assets:
Mastheads					166,340						166,170
Total intangible assets					$	545,740					$	613,358

Goodwill					$	533,264					$	533,166

Integration and reorganization costs (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The Company recorded severance-related expenses by segment as follows:


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Gannett Media	$	495	$	11,334	$	8,315	$	27,106
Digital Marketing Solutions	630		191		602		340
Corporate and other	338		4,212		5,350		5,288
Total	$	1,463	$	15,737	$	14,267	$	32,734


In thousands	Severance and related costs
Beginning balance	$	29,773
Restructuring provision included in integration and reorganization costs	14,267
Cash payments	(36,484)
Ending balance	$	7,556

Schedule of Facility Consolidation and Other Restructuring Expenses

The Company recorded Other restructuring-related costs by segment as follows:


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Gannett Media (a)	$	(4,034)	$	14,044	$	(4,895)	$	15,034
Digital Marketing Solutions	—		240		—		535
Corporate and other	1,616		3,290		9,087		12,151
Total	$	(2,418)	$	17,574	$	4,192	$	27,720

Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The Company's debt consisted of the following:


	September 30, 2023								December 31, 2022
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
Senior Secured Term Loan	$	360.3	$	(5.9)	$	(1.3)	$	353.1	$	438.4	$	(8.9)	$	(1.9)	$	427.6
2026 Senior Notes	305.6		(6.7)		(5.2)		293.7		345.2		(9.4)		(7.3)		328.5
2027 Notes	485.3		(71.3)		(1.5)		412.5		485.3		(81.2)		(1.7)		402.4
2024 Notes	3.3		—		—		3.3		3.3		—		—		3.3
Total debt	$	1,154.5	$	(83.9)	$	(8.0)	$	1,062.6	$	1,272.2	$	(99.5)	$	(10.9)	$	1,161.8
Less: Current portion of long-term debt	$	(69.3)	$	—	$	—	$	(69.3)	$	(60.5)	$	—	$	—	$	(60.5)
Non-current portion of long-term debt	$	1,085.2	$	(83.9)	$	(8.0)	$	993.3	$	1,211.7	$	(99.5)	$	(10.9)	$	1,101.3

Pensions and other postretirement benefit plans (Tables)

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss)

Retirement plan costs include the following components:


	Pension benefits				Postretirement benefits
	Three months ended September 30,				Three months ended September 30,
In thousands	2023		2022		2023		2022
Operating expenses:
Service cost - benefits earned during the period	$	335	$	448	$	10	$	19
Non-operating expenses:
Interest cost on benefit obligation	21,248		17,715		486		442
Expected return on plan assets	(24,015)		(32,316)		—		—
Amortization of prior service cost (benefit)	18		—		(427)		—
Amortization of actuarial loss (gain)	556		22		(795)		(147)
Pension settlement gain	—		(706)		n/a		n/a
Total non-operating (benefit) expense	$	(2,193)	$	(15,285)	$	(736)	$	295
Total (benefit) expense for retirement plans	$	(1,858)	$	(14,837)	$	(726)	$	314


	Pension benefits				Postretirement benefits
	Nine months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Operating expenses:
Service cost - benefits earned during the period	$	1,005	$	1,357	$	30	$	57
Non-operating expenses:
Interest cost on benefit obligations	63,343		54,496		1,750		1,327
Expected return on plan assets	(71,497)		(106,106)		—		—
Amortization of prior service cost (benefit)	51		—		(427)		—
Amortization of actuarial loss (gain)	1,640		67		(1,867)		(441)
Pension settlement gain	—		(706)		n/a		n/a
Total non-operating (benefit) expense	$	(6,463)	$	(52,249)	$	(544)	$	886
Total (benefit) expense for retirement plans	$	(5,458)	$	(50,892)	$	(514)	$	943

Income taxes (Tables)

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense

The following table outlines our pre-tax net income (loss) and income tax amounts:


	Three months ended September 30,						Nine months ended September 30,
In thousands	2023			2022			2023			2022
Income (loss) before income taxes	$	13,576		$	(36,024)		$	(4,850)		$	(78,275)
Provision for income taxes	16,144			18,098			148			32,649
Effective tax rate	118.9		%	(50.2)		%	(3.1)		%	(41.7)		%

Supplemental equity information (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Loss Per Share Per Share (Basic and Diluted)

The following table sets forth the information to compute basic and diluted loss per share:


	Three months ended September 30,				Nine months ended September 30,
In thousands, except per share data	2023		2022		2023		2022
Net loss attributable to Gannett	$	(2,566)	$	(54,114)	$	(4,899)	$	(110,769)



Basic weighted average shares outstanding	140,373		137,008		139,378		136,857



Diluted weighted average shares outstanding	140,373		137,008		139,378		136,857

Loss per share attributable to Gannett - basic	$	(0.02)	$	(0.39)	$	(0.04)	$	(0.81)
Loss per share attributable to Gannett - diluted	$	(0.02)	$	(0.39)	$	(0.04)	$	(0.81)

Schedule of Securities Excluded From Computation of Diluted Loss Per Share

The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive:


	Three months ended September 30,		Nine months ended September 30,
In thousands	2023	2022	2023	2022
Warrants	845	845	845	845
Stock options	6,068	6,068	6,068	6,068
Restricted stock grants (a)	8,779	11,211	8,779	11,211
2027 Notes (b)	97,057	97,057	97,057	97,057

(a)Includes Restricted stock awards ("RSAs"), Restricted stock units ("RSUs") and Performance stock units ("PSUs").

(b)Represents the total number of shares that would be convertible at September 30, 2023 and 2022 as stipulated in the 2027 Notes Indenture.

Schedule of Accumulated Other Comprehensive Loss, Net of Tax

The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax:


	Nine months ended September 30, 2023						Nine months ended September 30, 2022
In thousands	Pension and postretirement benefit plans		Foreign currency translation		Total		Pension and postretirement benefit plans		Foreign currency translation		Total
Beginning balance	$	(86,351)	$	(14,880)	$	(101,231)	$	50,870	$	9,128	$	59,998
Other comprehensive income (loss) before reclassifications, net of taxes	21,080		4,835		25,915		(62,075)		(44,925)		(107,000)
Amounts reclassified from accumulated other comprehensive loss(a)(b)(c)	(457)		—		(457)		(801)		—		(801)
Net current period other comprehensive income (loss), net of taxes	20,623		4,835		25,458		(62,876)		(44,925)		(107,801)
Ending balance	$	(65,728)	$	(10,045)	$	(75,773)	$	(12,006)	$	(35,797)	$	(47,803)

(a)Amounts reclassified from accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.

Segment reporting (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment


	Three months ended September 30,				Nine months ended September 30,
In thousands	2023		2022		2023		2022
Revenues:
Gannett Media	$	567,540	$	633,006	$	1,742,438	$	1,968,269
Digital Marketing Solutions	121,919		120,049		357,525		347,771
Corporate and other	1,532		1,328		4,603		4,042
Intersegment Eliminations	(38,120)		(36,481)		(110,421)		(105,443)
Total operating revenues	652,871		717,902		1,994,145		2,214,639
Adjusted EBITDA:
Gannett Media	54,260		46,023		177,342		165,527
Digital Marketing Solutions	13,575		15,690		40,728		41,176
Corporate and other	(8,311)		(9,804)		(24,493)		(39,772)
Net loss attributable to noncontrolling interests	2		8		99		155
Interest expense	27,918		27,750		84,807		79,840
(Gain) loss on early extinguishment of debt	(2,717)		(1,228)		(3,213)		2,264
Non-operating pension income	(2,929)		(14,990)		(7,007)		(51,363)

Depreciation and amortization	40,644		44,778		124,126		142,091
Integration and reorganization costs (reversal)	(955)		33,311		18,459		60,454
Other operating expenses	370		249		828		1,665
Asset impairments	188		71		1,370		1,010

Gain on sale or disposal of assets, net	(23,334)		(7,180)		(40,869)		(9,612)
Share-based compensation expense	3,944		4,499		12,727		13,277
Other items	2,817		665		7,100		5,425
Income (loss) before income taxes	13,576		(36,024)		(4,850)		(78,275)
Provision for income taxes	16,144		18,098		148		32,649
Net loss	(2,568)		(54,122)		(4,998)		(110,924)
Net loss attributable to noncontrolling interests	(2)		(8)		(99)		(155)
Net loss attributable to Gannett	$	(2,566)	$	(54,114)	$	(4,899)	$	(110,769)

Other supplemental information (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents

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


	September 30,
In thousands	2023		2022
Cash and cash equivalents	$	109,240	$	124,867
Restricted cash included in other current assets	488		1,078
Restricted cash included in pension and other assets	10,306		10,246
Total cash, cash equivalents and restricted cash	$	120,034	$	136,191

Schedule of Restrictions on Cash and Cash Equivalents

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


	September 30,
In thousands	2023		2022
Cash and cash equivalents	$	109,240	$	124,867
Restricted cash included in other current assets	488		1,078
Restricted cash included in pension and other assets	10,306		10,246
Total cash, cash equivalents and restricted cash	$	120,034	$	136,191

Schedule of Cash Flow, Supplemental Disclosures

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


	Nine months ended September 30,
In thousands	2023		2022
Cash paid for taxes, net of refunds	$	5,534	$	2,726
Cash paid for interest	56,137		51,021
Non-cash investing and financing activities:
Accrued capital expenditures	$	2,416	$	970

Schedule of Accounts Payable and Accrued Liabilities

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


In thousands	September 30, 2023		December 31, 2022
Accounts payable	$	159,284	$	189,094
Compensation	61,577		87,937
Taxes (primarily property, sales, and payroll taxes)	11,310		11,940
Benefits	20,896		21,942
Interest	17,520		6,162
Other	39,940		34,773
Accounts payable and accrued liabilities	$	310,527	$	351,848

Description of business and basis of presentation - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 state segment
Accounting Policies [Abstract]
Number of states in which entity operates \| state	43
Number of operating segments \| segment	2

Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue
Total operating revenues	$ 652,871	$ 717,902	$ 1,994,145	$ 2,214,639
Advertising and marketing services
Disaggregation of Revenue
Total operating revenues	339,803	361,847	1,033,960	1,120,570
Print advertising
Disaggregation of Revenue
Total operating revenues	137,154	159,324	434,383	506,295
Digital advertising and marketing services
Disaggregation of Revenue
Total operating revenues	202,649	202,523	599,577	614,275
Circulation
Disaggregation of Revenue
Total operating revenues	227,104	264,732	702,001	827,958
Print Circulation
Disaggregation of Revenue
Total operating revenues	187,065	230,200	588,275	730,827
Digital-Only Subscription
Disaggregation of Revenue
Total operating revenues	40,039	34,532	113,726	97,131
Other
Disaggregation of Revenue
Total operating revenues	85,964	91,323	258,184	266,111
Other Digital Revenue
Disaggregation of Revenue
Total operating revenues	$ 21,000	$ 19,400	$ 59,900	$ 57,900

Revenues - Narrative (Details)	3 Months Ended		9 Months Ended
Revenues - Narrative (Details)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
International \| Revenue Benchmark \| Geographic Concentration Risk
Revenue, Initial Application Period Cumulative Effect Transition
Revenue, percentage	10.60%	9.60%	10.30%	9.40%

Revenues - Deferred Revenues Narrative (Details) - Customer Subscription - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01	Sep. 30, 2023
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Expected timing of satisfaction	1 month
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Expected timing of satisfaction	12 months

Revenues - Deferred Revenue (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Movement in Deferred Revenue
Beginning balance	$ 153,648	$ 184,838
Acquisition	0	2,388
Cash receipts, net of refunds	825,049	929,325
Revenue recognized	(850,098)	(954,966)
Ending balance	128,599	161,585
Advertising, marketing services, and other
Movement in Deferred Revenue
Beginning balance	46,327	60,665
Acquisition	0	0
Cash receipts, net of refunds	215,155	203,704
Revenue recognized	(225,527)	(216,540)
Ending balance	35,955	47,829
Circulation
Movement in Deferred Revenue
Beginning balance	107,321	124,173
Acquisition	0	2,388
Cash receipts, net of refunds	609,894	725,621
Revenue recognized	(624,571)	(738,426)
Ending balance	$ 92,644	$ 113,756

Accounts receivable, net - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounts Receivable, Allowance for Credit Loss
Beginning balance			$ 16,697	$ 16,470
Current period provision	$ 3,800	$ 3,500	7,073	5,074
Write-offs charged against the allowance			(14,075)	(13,149)
Recoveries of amounts previously written-off			3,429	3,469
Other			19	192
Ending balance	$ 13,143	$ 12,056	$ 13,143	$ 12,056

Accounts receivable, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Receivables [Abstract]
Bad debt expense	$ 3,800	$ 3,500	$ 7,073	$ 5,074

Goodwill and intangible assets - Schedule of goodwill and intangible assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets
Gross carrying amount	$ 867,557	$ 867,862
Accumulated amortization	488,157	420,674
Net carrying amount	379,400	447,188
Indefinite-lived intangible assets:
Total intangible assets	545,740	613,358
Goodwill	533,264	533,166
Mastheads
Indefinite-lived intangible assets:
Non-amortized intangible assets	166,340	166,170
Advertiser relationships
Finite-Lived Intangible Assets
Gross carrying amount	445,935	445,775
Accumulated amortization	224,824	192,032
Net carrying amount	221,111	253,743
Other customer relationships
Finite-Lived Intangible Assets
Gross carrying amount	101,755	102,224
Accumulated amortization	53,806	45,811
Net carrying amount	47,949	56,413
Subscriber relationships
Finite-Lived Intangible Assets
Gross carrying amount	251,087	251,083
Accumulated amortization	148,309	126,899
Net carrying amount	102,778	124,184
Other intangible assets
Finite-Lived Intangible Assets
Gross carrying amount	68,780	68,780
Accumulated amortization	61,218	55,932
Net carrying amount	$ 7,562	$ 12,848

Goodwill and intangible assets - Narrative (Details)	9 Months Ended
Goodwill and intangible assets - Narrative (Details)	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and intangible impairments	$ 0
Property, plant and equipment impairments	$ 0

Integration and reorganization costs - Severance Related Expenses (Details) - Severance - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve
Consolidation charges and other restructuring-related costs	$ 1,463	$ 15,737	$ 14,267	$ 32,734
Operating Segments \| Gannett Media
Restructuring Cost and Reserve
Consolidation charges and other restructuring-related costs	495	11,334	8,315	27,106
Operating Segments \| Digital Marketing Solutions
Restructuring Cost and Reserve
Consolidation charges and other restructuring-related costs	630	191	602	340
Corporate and other
Restructuring Cost and Reserve
Consolidation charges and other restructuring-related costs	$ 338	$ 4,212	$ 5,350	$ 5,288

Integration and reorganization costs - Restructuring Reserve (Details) - Severance - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Reserve
Beginning balance			$ 29,773
Restructuring provision included in integration and reorganization costs	$ 1,463	$ 15,737	14,267	$ 32,734
Cash payments			(36,484)
Ending balance	$ 7,556		$ 7,556

Integration and reorganization costs - Facility Consolidation Charges and Accelerated Depreciation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve
Integration and reorganization costs (reversal)	$ (955)	$ 33,311	$ 18,459	$ 60,454
Facility Closing
Restructuring Cost and Reserve
Integration and reorganization costs (reversal)	(2,418)	17,574	4,192	27,720
Operating Segments \| Gannett Media \| Facility Closing
Restructuring Cost and Reserve
Integration and reorganization costs (reversal)	(4,034)	14,044	(4,895)	15,034
Operating Segments \| Digital Marketing Solutions \| Facility Closing
Restructuring Cost and Reserve
Integration and reorganization costs (reversal)	0	240	0	535
Corporate and other \| Facility Closing
Restructuring Cost and Reserve
Integration and reorganization costs (reversal)	$ 1,616	$ 3,290	$ 9,087	$ 12,151

Debt - Schedule of Debt Outstanding (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Oct. 15, 2021	Nov. 17, 2020
Debt Instrument
Principal balance	$ 1,154,500,000	$ 1,272,200,000
Unamortized original issue discount	(83,900,000)	(99,500,000)
Unamortized deferred financing costs	(8,000,000.0)	(10,900,000)
Long-term debt	580,789,000	695,642,000
Principal outstanding	1,062,600,000	1,161,800,000
Long term debt, gross, current	(69,300,000)	(60,500,000)
Debt instrument unamortized discount current	0	0
Debt issuance costs, current, net	0	0
Long-term debt, current maturities	(69,300,000)	(60,500,000)
Non-current debt, gross, noncurrent	1,085,200,000	1,211,700,000
Debt instrument, unamortized discount, noncurrent	(83,900,000)	(99,500,000)
Debt issuance costs, noncurrent, net	(8,000,000.0)	(10,900,000)
Non-current portion of long-term debt	993,300,000	1,101,300,000
Senior Secured Term Loan \| Senior Secured Term Loan
Debt Instrument
Principal balance	360,300,000	438,400,000	$ 516,000,000
Unamortized original issue discount	(5,900,000)	(8,900,000)
Unamortized deferred financing costs	(1,300,000)	(1,900,000)
Secured debt	353,100,000	427,600,000
Senior Secured Term Loan \| 2026 Senior Notes
Debt Instrument
Principal balance		30,000,000
Senior Notes \| 2026 Senior Notes
Debt Instrument
Principal balance	305,600,000	345,200,000	$ 400,000,000
Unamortized original issue discount	(6,700,000)	(9,400,000)
Unamortized deferred financing costs	(5,200,000)	(7,300,000)
Long-term debt	293,700,000	328,500,000
Convertible Debt \| 2027 Notes
Debt Instrument
Principal balance	485,300,000	485,300,000		$ 497,100,000
Unamortized original issue discount	(71,300,000)	(81,200,000)
Unamortized deferred financing costs	(1,500,000)	(1,700,000)
Long-term debt	412,500,000	402,400,000
Convertible Debt \| 2024 Notes
Debt Instrument
Principal balance	3,300,000	3,300,000
Unamortized original issue discount	0	0
Unamortized deferred financing costs	0	0
Long-term debt	$ 3,300,000	$ 3,300,000

Debt - Senior Secured Term Loan (Details)		3 Months Ended		9 Months Ended		12 Months Ended
Debt - Senior Secured Term Loan (Details)	Oct. 15, 2021 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) amendment	Apr. 08, 2022 USD ($)	Jan. 31, 2022 USD ($)
Line of Credit Facility
Principal balance		$ 1,154,500,000		$ 1,154,500,000		$ 1,272,200,000
Cash paid for interest				56,137,000	$ 51,021,000
Loss on early extinguishment of debt		(2,717,000)	$ (1,228,000)	(3,213,000)	2,264,000
Senior Secured Term Loan \| Senior Secured Term Loan
Line of Credit Facility
Debt instrument term (in years)	5 years
Principal balance	$ 516,000,000	360,300,000		360,300,000		438,400,000
Cash requirement	$ 100,000,000
Amortization quarterly amount							$ 15,100,000
First lien net leverage ratio							1.20
Amortization quarterly amount upon ratio threshold							$ 7,600,000
Interest expense		9,900,000	8,900,000	30,600,000	23,300,000
Cash paid for interest		9,800,000	8,900,000	30,600,000	23,300,000
Amortization of the discount		700,000	900,000	2,200,000	2,700,000
Amortization of debt issuance costs		200,000	$ 200,000	500,000	600,000
Loss on early extinguishment of debt		600,000		1,000,000	$ 1,800,000
Repayments of debt		31,700,000		$ 78,100,000
Amortization payment waived		$ 13,100,000
Effective interest rate (as a percent)		11.30%		11.30%
Senior Secured Term Loan \| Senior Secured Term Loan \| Debt Covenant, Range One
Line of Credit Facility
First lien net leverage ratio	2.00
Maximum debt or equity purchasable	$ 25,000,000
Senior Secured Term Loan \| Senior Secured Term Loan \| Debt Covenant, Range Two
Line of Credit Facility
First lien net leverage ratio	1.50
Maximum debt or equity purchasable	$ 50,000,000
Senior Secured Term Loan \| Senior Secured Term Loan \| Debt Covenant, Range Three
Line of Credit Facility
First lien net leverage ratio	1.00
Senior Secured Term Loan \| Senior Secured Term Loan \| SOFR
Line of Credit Facility
Variable rate (as a percent)	5.00%
Senior Secured Term Loan \| Senior Secured Term Loan \| Alternate Base Rate
Line of Credit Facility
Variable rate (as a percent)	4.00%
Senior Secured Term Loan \| Senior Secured Term Loan \| Minimum
Line of Credit Facility
Unrestricted cash requirement	$ 30,000,000
Senior Secured Term Loan \| Senior Secured Term Loan \| Minimum \| SOFR
Line of Credit Facility
Variable rate (as a percent)	0.50%
Senior Secured Term Loan \| Senior Secured Term Loan \| Minimum \| Alternate Base Rate
Line of Credit Facility
Variable rate (as a percent)	1.50%
Incremental Term Loans \| Senior Secured Term Loan
Line of Credit Facility
Principal balance						$ 30,000,000		$ 50,000,000
Number of separate amendments \| amendment						2
2026 Senior Notes \| Senior Secured Term Loan
Line of Credit Facility
Principal balance						$ 30,000,000

Debt - Senior Secured Notes due 2026 (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 15, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Line of Credit Facility
Principal balance		$ 1,154,500,000		$ 1,154,500,000		$ 1,272,200,000
Gain on early extinguishment of debt		2,717,000	$ 1,228,000	3,213,000	$ (2,264,000)
2026 Senior Notes \| Senior Notes
Line of Credit Facility
Principal balance	$ 400,000,000	305,600,000		305,600,000		345,200,000
Stated interest rate (as a percent)	6.00%
Mandatory and optional prepayments		33,500,000		39,600,000		54,800,000
Gain on early extinguishment of debt		3,300,000		4,200,000		2,600,000
Interest expense		4,900,000	5,600,000	15,000,000	17,100,000
Interest paid		600,000	200,000	10,900,000	13,100,000
Amortization of the discount		600,000	700,000	1,800,000	2,100,000
Amortization of debt issuance costs		$ 400,000	500,000	$ 1,400,000	1,600,000
Effective interest rate (as a percent)		7.30%		7.30%
2026 Senior Notes \| Senior Notes \| Fair Value, Inputs, Level 2
Line of Credit Facility
Debt fair value		$ 264,300,000		$ 264,300,000		281,700,000
2026 Senior Notes \| Senior Notes \| Period 1
Line of Credit Facility
Redemption price	40.00%
Redemption rate	101.00%
2026 Senior Notes \| Senior Notes \| Period 2
Line of Credit Facility
Redemption price	10.00%
Redemption rate	103.00%
2026 Senior Notes \| Senior Secured Term Loan
Line of Credit Facility
Principal balance						30,000,000
Extinguishment of debt, amount						30,000,000
Senior Secured Term Loan \| Senior Secured Term Loan
Line of Credit Facility
Principal balance	$ 516,000,000	360,300,000		360,300,000		$ 438,400,000
Gain on early extinguishment of debt		(600,000)		(1,000,000)	(1,800,000)
Amortization payment waived		13,100,000
Interest expense		9,900,000	8,900,000	30,600,000	23,300,000
Amortization of the discount		700,000	900,000	2,200,000	2,700,000
Amortization of debt issuance costs		$ 200,000	$ 200,000	$ 500,000	$ 600,000
Effective interest rate (as a percent)		11.30%		11.30%

Debt - Senior Secured Convertible Notes due 2027 (Details)		3 Months Ended		9 Months Ended
	Nov. 17, 2020 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) component $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)
Line of Credit Facility
Principal balance		$ 1,154,500,000		$ 1,154,500,000		$ 1,272,200,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.01		$ 0.01		$ 0.01
2027 Notes \| Convertible Debt
Line of Credit Facility
Principal balance	$ 497,100,000	$ 485,300,000		$ 485,300,000		$ 485,300,000
Stated interest rate (as a percent)	6.00%
Common stock, par value (in dollars per share) \| $ / shares	$ 0.01
Debt instrument, share conversion rate (per $1,000)	20.00%
Percentage of notes initially convertible to common stock	42.00%						41.00%
Repurchased face amount							$ 11,800,000
Minimum qualified cash required	$ 30,000,000
Number of components \| component				2
Fair value of equity component of debt		279,600,000		$ 279,600,000		279,600,000
Interest expense		7,300,000	$ 7,300,000	21,800,000	$ 21,800,000
Interest paid		0	0	14,600,000	14,600,000
Amortization of the discount		3,400,000	3,100,000	9,900,000	8,900,000
Amortization of debt issuance costs		$ 0	$ 0	$ 0	$ 0
Effective interest rate (as a percent)		10.50%		10.50%
2027 Notes \| Convertible Debt \| Fair Value, Inputs, Level 2
Line of Credit Facility
Debt fair value		$ 393,100,000		$ 393,100,000		$ 353,700,000
2027 Notes \| Convertible Debt \| Period 1
Line of Credit Facility
Redemption rate	110.00%
Maximum repurchase amount	$ 100,000,000
Total gross leverage ratio	1.5
2027 Notes \| Convertible Debt \| Period 2
Line of Credit Facility
Redemption rate	130.00%
Maximum repurchase amount	$ 99,400,000
Redemption term	4 years
2027 Notes \| Scenario, Plan \| Convertible Debt
Line of Credit Facility
Initial conversion rate (in shares) \| shares	200
Conversion price (in usd per share) \| $ / shares	$ 5.00

Debt - Senior Convertible Notes due 2024 (Details) - 2024 Notes - Convertible Debt $ in Millions	Sep. 30, 2023 USD ($)
Line of Credit Facility
Current debt	$ 3.3
Stated interest rate (as a percent)	4.75%
Effective interest rate (as a percent)	6.05%

Pensions and other postretirement benefit plans - Pension Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Non-operating expenses:
Total non-operating (benefit) expense	$ (2,929)	$ (14,990)	$ (7,007)	$ (51,363)
Pension benefits
Operating expenses:
Service cost - benefits earned during the period	335	448	1,005	1,357
Non-operating expenses:
Interest cost on benefit obligations	21,248	17,715	63,343	54,496
Expected return on plan assets	(24,015)	(32,316)	(71,497)	(106,106)
Amortization of prior service cost (benefit)	18	0	51	0
Amortization of actuarial loss (gain)	556	22	1,640	67
Pension settlement gain	0	(706)	0	(706)
Total non-operating (benefit) expense	(2,193)	(15,285)	(6,463)	(52,249)
Total (benefit) expense for retirement plans	(1,858)	(14,837)	(5,458)	(50,892)
Postretirement benefits
Operating expenses:
Service cost - benefits earned during the period	10	19	30	57
Non-operating expenses:
Interest cost on benefit obligations	486	442	1,750	1,327
Expected return on plan assets	0	0	0	0
Amortization of prior service cost (benefit)	(427)	0	(427)	0
Amortization of actuarial loss (gain)	(795)	(147)	(1,867)	(441)
Total non-operating (benefit) expense	(736)	295	(544)	886
Total (benefit) expense for retirement plans	$ (726)	$ 314	$ (514)	$ 943

Pensions and other postretirement benefit plans - Narrative (Details) - USD ($) $ in Millions	9 Months Ended	21 Months Ended
	Sep. 30, 2023	Sep. 30, 2024
Gannett Retirement Plan
Defined Benefit Plan Disclosure
Current funding status	100.00%
Forecast \| Gannett Retirement Plan
Defined Benefit Plan Disclosure
Defined benefit plan required funding status		100.00%
Expected future employer contributions, quarterly certification funding requirement		$ 1.0
Defined benefit plan, expected future employee contributions, quarterly certification funding requirement term		60 days
Expected future employer contributions, quarterly certification funding requirement (maximum)		$ 5.0
Pension benefits
Defined Benefit Plan Disclosure
Contribution to the defined benefit plans	$ 1.2
Other Postretirement Benefits Plan
Defined Benefit Plan Disclosure
Contribution to the defined benefit plans	$ 3.6

Fair value measurement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Fair value measurement (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Net gain on sale of assets	$ 23,334	$ 7,180	$ 40,869	$ 9,612
Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Assets held for sale	$ 1,300		$ 1,300		$ 8,400

Income taxes - Pre-tax Net Income (Loss) and Income Tax (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income (loss) before income taxes	$ 13,576	$ (36,024)	$ (4,850)	$ (78,275)
Provision for income taxes	$ 16,144	$ 18,098	$ 148	$ 32,649
Effective tax rate (percent)	118.90%	(50.20%)	(3.10%)	(41.70%)

Income taxes - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
Income taxes - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Estimated annual effective tax rate (percent)	159.40%
Unrecognized tax benefits that would impact effective tax rate	$ 61.5		$ 43.3
Unrecognized tax benefits, accrued interest and penalties	$ 4.6		$ 3.9
Estimated annual effective tax rate percent		46.30%

Supplemental equity information - Loss Per Share (Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Equity [Abstract]
Net loss attributable to Gannett	$ (2,566)	$ (54,114)	$ (4,899)	$ (110,769)
Basic weighted average shares outstanding (in shares)	140,373	137,008	139,378	136,857
Diluted weighted average shares outstanding (in shares)	140,373	137,008	139,378	136,857
Loss per share attributable to Gannett - basic (in dollars per share)	$ (0.02)	$ (0.39)	$ (0.04)	$ (0.81)
Loss per share attributable to Gannett - diluted (in dollars per share)	$ (0.02)	$ (0.39)	$ (0.04)	$ (0.81)

Supplemental equity information - Computation of Diluted Loss Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Warrants
Share-based Compensation Arrangement by Share-based Payment Award
Antidilutive securities excluded from computation of diluted income per share (in shares)	845	845	845	845
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Antidilutive securities excluded from computation of diluted income per share (in shares)	6,068	6,068	6,068	6,068
Restricted Stock Grants
Share-based Compensation Arrangement by Share-based Payment Award
Antidilutive securities excluded from computation of diluted income per share (in shares)	8,779	11,211	8,779	11,211
2027 Notes
Share-based Compensation Arrangement by Share-based Payment Award
Antidilutive securities excluded from computation of diluted income per share (in shares)	97,057	97,057	97,057	97,057

Supplemental equity information - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Stockholders Equity Note
Share-based compensation cost	$ 3.9	$ 4.5	$ 12.7	$ 13.3
Unrecognized compensation cost related to non-vested share-based compensation	$ 20.2		$ 20.2
Weighted average period (in years)			1 year 8 months 12 days
Restricted Stock Awards
Stockholders Equity Note
Granted (in shares)			5,200
Granted (in dollars per share)			$ 1.87
Restricted Stock Awards \| Tranche One
Stockholders Equity Note
Vesting, percentage			33.30%
Restricted Stock Awards \| Tranche Two
Stockholders Equity Note
Vesting, percentage			33.30%
Restricted Stock Awards \| Tranche Three
Stockholders Equity Note
Vesting, percentage			33.30%
2027 Notes
Stockholders Equity Note
Antidilutive securities excluded from computation of diluted income per share (in shares)	97,057	97,057	97,057	97,057
2027 Notes \| Convertible Debt
Stockholders Equity Note
Aggregate shares receivable upon conversion (in shares)			287,200
2027 Notes (in shares)			287,200

Supplemental equity information - Preferred Stock and Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Feb. 01, 2022
Class of Stock
Preferred stock authorized (in shares)	300,000	300,000	300,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, issued (in shares)	0	0	0
Stock Repurchase Program
Class of Stock
Shares authorized for repurchase, value				$ 100.0
Repurchase of common stock (in shares)	0	0
Remaining authorized shares for share repurchase program	$ 96.9	$ 96.9
Series A Junior Participating Preferred Stock
Class of Stock
Preferred stock authorized (in shares)	0	0	150,000

Supplemental equity information - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance			$ 295,742
Other comprehensive income (loss) before reclassifications, net of taxes			25,915	$ (107,000)
Amounts reclassified from accumulated other comprehensive (loss) income			(457)	(801)
Net current period other comprehensive income (loss), net of taxes			25,458	(107,801)
Ending balance	$ 326,519		326,519
Amounts reclassified from accumulated other comprehensive (loss) income, tax impact			(146)	(279)
Pension benefits
Accumulated Other Comprehensive Income (Loss), Net of Tax
Amount reclassified from accumulated other comprehensive (loss) income, net pension settlement gain	0	$ 706	0	706
Gannett Retirement Plan \| Pension benefits
Accumulated Other Comprehensive Income (Loss), Net of Tax
Amount reclassified from accumulated other comprehensive (loss) income, net pension settlement gain				700
Noncash pension settlement gain, after tax				500
Total
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance			(101,231)	59,998
Ending balance	(75,773)	(47,803)	(75,773)	(47,803)
Pension and postretirement benefit plans
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance			(86,351)	50,870
Other comprehensive income (loss) before reclassifications, net of taxes			21,080	(62,075)
Amounts reclassified from accumulated other comprehensive (loss) income			(457)	(801)
Net current period other comprehensive income (loss), net of taxes			20,623	(62,876)
Ending balance	(65,728)	(12,006)	(65,728)	(12,006)
Foreign currency translation
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance			(14,880)	9,128
Other comprehensive income (loss) before reclassifications, net of taxes			4,835	(44,925)
Amounts reclassified from accumulated other comprehensive (loss) income			0	0
Net current period other comprehensive income (loss), net of taxes			4,835	(44,925)
Ending balance	$ (10,045)	$ (35,797)	$ (10,045)	$ (35,797)

Segment reporting - Narrative (Details)	9 Months Ended
Segment reporting - Narrative (Details)	Sep. 30, 2023 segment
Segment Reporting Information
Number of operating segments	2
Gannett Media
Segment Reporting Information
Number of operating segments	2

Segment reporting - Reconciliation of EBITDA to Operating Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information
Total revenues	$ 652,871	$ 717,902	$ 1,994,145	$ 2,214,639
Net loss attributable to noncontrolling interests	2	8	99	155
Interest expense	27,918	27,750	84,807	79,840
(Gain) loss on early extinguishment of debt	(2,717)	(1,228)	(3,213)	2,264
Non-operating pension income	(2,929)	(14,990)	(7,007)	(51,363)
Depreciation and amortization	40,644	44,778	124,126	142,091
Integration and reorganization costs (reversal)	(955)	33,311	18,459	60,454
Other operating expenses	370	249	828	1,665
Asset impairments	188	71	1,370	1,010
Gain on sale or disposal of assets, net	(23,334)	(7,180)	(40,869)	(9,612)
Share-based compensation expense	3,944	4,499	12,727	13,277
Other items	2,817	665	7,100	5,425
Income (loss) before income taxes	13,576	(36,024)	(4,850)	(78,275)
Provision for income taxes	16,144	18,098	148	32,649
Net loss	(2,568)	(54,122)	(4,998)	(110,924)
Net loss attributable to noncontrolling interests	(2)	(8)	(99)	(155)
Net loss attributable to Gannett	(2,566)	(54,114)	(4,899)	(110,769)
Operating Segments \| Gannett Media
Segment Reporting Information
Total revenues	567,540	633,006	1,742,438	1,968,269
Adjusted EBITDA (non-GAAP basis)	54,260	46,023	177,342	165,527
Operating Segments \| Digital Marketing Solutions
Segment Reporting Information
Total revenues	121,919	120,049	357,525	347,771
Adjusted EBITDA (non-GAAP basis)	13,575	15,690	40,728	41,176
Corporate and other
Segment Reporting Information
Total revenues	1,532	1,328	4,603	4,042
Adjusted EBITDA (non-GAAP basis)	(8,311)	(9,804)	(24,493)	(39,772)
Intersegment Eliminations
Segment Reporting Information
Total revenues	$ (38,120)	$ (36,481)	$ (110,421)	$ (105,443)

Other supplemental information - cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 109,240	$ 94,255	$ 124,867
Restricted cash included in other current assets	488		1,078
Restricted cash included in pension and other assets	10,306		10,246
Total cash, cash equivalents and restricted cash	$ 120,034	$ 104,804	$ 136,191	$ 143,619

Other supplemental information - cash flow information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash paid for taxes, net of refunds	$ 5,534	$ 2,726
Cash paid for interest	56,137	51,021
Non-cash investing and financing activities:
Accrued capital expenditures	$ 2,416	$ 970

Other supplemental information - Supplemental Lease Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) Property	Sep. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of properties sold \| Property	2
Proceeds from sale of property	$ 60.5
Gain on sale of property	39.3
Sale and leaseback transaction, cumulative annual rent	39.9
Sale and leaseback transaction, gain, net	$ 40.6	$ 12.3

Other supplemental information - Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 159,284	$ 189,094
Compensation	61,577	87,937
Taxes (primarily property, sales, and payroll taxes)	11,310	11,940
Benefits	20,896	21,942
Interest	17,520	6,162
Other	39,940	34,773
Accounts payable and accrued liabilities	$ 310,527	$ 351,848