Gannett Co Inc
For the period ended Sep 30, 2024. Filed Oct 31, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 31, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-01.
0001579684-24-000045
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-10-31.
0001579684-24-000059
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 170 previous paragraphs and 201 current paragraphs.
95 unchanged; 66 reworded; 40 added; 8 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (40)
Current report
•We rely on third-party platforms from large technology companies, particularly search engines, social media platforms, and emerging technologies. These platforms exert significant control over the visibility and ranking of our content, and their actions can adversely impact traffic, engagement, and revenues. Additionally, these companies can influence both the type of media we acquire and its associated costs. We continue to adapt by diversifying our digital strategies and optimizing content distribution to mitigate these impacts.
Current report
Recent Developments
Current report
On October 15, 2024 (the "Closing Date"), we entered into an Amendment and Restatement Agreement (the "Amendment and Restatement Agreement") among the Company, as a guarantor, Gannett Holdings, as the Borrower (in such capacity, the “Borrower”), certain subsidiaries of the Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for the lenders, and Apollo Administrative Agency LLC, as the successor collateral agent and administrative agent for the lenders, which amends and restates the Company's existing First Lien Credit Agreement dated as of October 15, 2021 (as amended, supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended Credit Agreement") by and among the Company, as guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors and Citibank, N.A., as administrative agent and collateral agent. The Amended Credit Agreement provides for a new $900.0 million first lien term loan facility (the "2029 Term Loan Facility"), which refinanced and replaced our existing Senior Secured Term Loan. The 2029 Term Loan Facility is comprised of an initial term loan facility of $850.4 million, funded on the Closing Date (the "2029 Initial Draw Facility"), and a delayed draw term loan facility of $49.6 million (the "2029 Delayed Draw Facility"), which has been made available to the Borrower at its discretion from the Closing Date and for a period of six months thereafter, subject to certain terms and conditions. As of the Closing Date, the lenders under the Amended Credit Agreement consisted primarily of funds, accounts or other clients managed by Apollo Capital Management, L.P. or its affiliates (the "Apollo Funds"), with $40.4 million of loans being provided by investors that elected the Loan Option Consideration in the 2026 Senior Notes Exchange Offer (as defined below). Pursuant to the Amended Credit Agreement, Apollo Administrative Agency LLC was appointed as the successor administrative agent and the successor collateral agent to Citibank, N.A.
Current report
The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (a) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (b) Adjusted Term SOFR (which shall be no less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on October 15, 2029 and will be freely prepayable without penalty.
Current report
Proceeds from the 2029 Initial Draw Facility, funded on the Closing Date, were used on the Closing Date to prepay in full the Senior Secured Term Loan, to repurchase Gannett Holdings' 2026 Senior Notes that were tendered by the holders thereof on or prior to October 10, 2024 pursuant to the 2026 Senior Notes Exchange Offer and to repurchase our 2027 Notes that were exchanged by the holders thereof on the Closing Date pursuant to the Convertible Notes Exchange (as defined below).
Current report
The proceeds of the 2029 Delayed Draw Facility may be used to redeem outstanding 2026 Senior Notes not tendered in the 2026 Senior Notes Exchange Offer in accordance with the terms of the indenture governing the 2026 Senior Notes (the "2026 Senior Notes Indenture") or to repurchase additional 2027 Notes.
Current report
On October 15, 2024, we and Gannett Holdings completed an offer to exchange (the "2026 Senior Notes Exchange Offer") any and all outstanding 2026 Senior Notes for, at the election of each holder of 2026 Senior Notes, either (a) (i) term loans under the 2029 Term Loan Facility and (ii) an upfront fee equal to 1.5% of such term loans (together with the term loans, the "Loan Option Consideration"); or (b) cash (the "Cash Option Consideration").
Current report
Pursuant to the 2026 Senior Notes Exchange Offer, $274.7 million in aggregate principal amount of the 2026 Senior Notes were tendered and accepted for exchange and subsequently canceled. 2026 Senior Notes in an aggregate principal amount of $40.4 million were exchanged for the Loan Option Consideration and 2026 Senior Notes in an aggregate principal amount of $234.3 million were exchanged for the Cash Option Consideration. Pursuant to the 2026 Senior Notes Exchange Offer, we paid aggregate cash consideration of $234.9 million (including the Cash Option Consideration and the upfront fee included in the Loan Option Consideration).
Current report
Following the completion of the 2026 Senior Notes Exchange Offer, we had outstanding $3.9 million aggregate principal amount of 2026 Senior Notes.
Current report
Concurrently with the completion of the 2026 Senior Notes Exchange Offer, we and Gannett Holdings completed their solicitation of consents to (i) eliminate substantially all of the restrictive covenants contained in the 2026 Senior Notes Indenture, (ii) eliminate certain of the default provisions contained in the 2026 Senior Notes Indenture and (iii) amend certain related provisions to conform with such eliminations (collectively, the "2026 Senior Notes Proposed Amendments") and received the requisite number of consents to adopt the 2026 Senior Notes Proposed Amendments. On October 15, 2024, the Company, Gannett Holdings and the guarantors under the 2026 Senior Notes Indenture entered into a supplemental indenture to implement the 2026 Senior Notes Proposed Amendments.
Current report
On October 15, 2024, we completed privately negotiated transactions with certain holders of 2027 Notes pursuant to which we (i) repurchased a total of $223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Notes, for aggregate cash consideration of $248.2 million and (ii) exchanged a total of $223.6 million in aggregate principal amount of 2027 Notes for new 6.000% Senior Secured Convertible Notes due 2031 (the "2031 Notes" and such repurchase and exchange, collectively, the "Convertible Notes Exchange").
Current report
Additionally, on October 15, 2024, we issued and sold $110,000 in aggregate principal amount of 2031 Notes in a privately negotiated transaction (the "2031 Notes Sale").
Current report
The 2031 Notes were issued pursuant to an indenture, dated as of October 15, 2024, among the Company, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Alter Domus Products Corp, as collateral agent. Following the completion of the Convertible Notes Exchange and the 2031 Notes Sale, we had outstanding $38.1 million aggregate principal amount of 2027 Notes and $223.7 million aggregate principal amount of 2031 Notes.
Current report
Concurrently with the Convertible Notes Exchange, the Company and the guarantors party thereto entered into a supplemental indenture to the indenture governing the 2027 Notes, dated as of November 17, 2020 (the "2027 Notes Indenture") pursuant to which (i) substantially all of the restrictive covenants contained in the 2027 Notes Indenture were eliminated, (ii) certain of the default provisions contained in the 2027 Notes Indenture were eliminated and (iii) certain related provisions were amended to conform with such eliminations.
Current report
Please see the disclosure below under "Liquidity and Capital Resources - Debt refinancing" and Note 14 — Subsequent events for further information regarding the debt refinancing.
Current report
For the three and nine months ended September 30, 2024, we recognized a net loss on the sale of assets of $0.8 million and
Current report
Integration and reorganization costs (reversal)
Current report
(b)Included Commercial printing and delivery revenues of $35.4 million and $44.4 million for the three months ended September 30, 2024 and 2023, respectively, and $118.3 million and $142.4 million for the nine months ended September 30, 2024 and 2023, respectively.
Current report
Loss (gain) on early extinguishment of debt: For the three months ended September 30, 2024, we recognized a net loss on the early extinguishment of debt of $0.2 million related to refinancing activities associated with our Senior Secured Term Loan and, for the nine months ended September 30, 2024, we recognized a net gain of $0.4 million related to refinancing activities associated with both our 2026 Senior Notes and Senior Secured Term Loan. For the three and nine months ended September 30, 2023, we recognized net gains of $2.7 million and $3.2 million, respectively, related to refinancing activities associated with our 2026 Senior Notes and Senior Secured Term Loan.
Current report
(a) Included Commercial printing and delivery revenues of $32.9 million and $42.6 million for the three months ended September 30, 2024 and 2023, respectively, and $110.7 million and $136.8 million for the nine months ended September 30, 2024 and 2023, respectively.
Current report
For the three and nine months ended September 30, 2024, we recognized net losses on the sale of assets of $1.0 million and $2.2 million, respectively, mainly related to businesses divested as part of our continued plan to monetize non-strategic assets. For the three and nine months ended September 30, 2023, we recognized net gains on the sale of assets of $23.4 million and $39.6 million, respectively, primarily related to sales of production facilities as part of our plan to monetize non-strategic assets.
Current report
For the three months ended September 30, 2024, Print advertising revenues decreased compared to the three months ended September 30, 2023, primarily due to lower spend on both classified advertisements and national print advertisements. For the nine months ended September 30, 2024, Print advertising revenues increased compared to the nine months ended September 30, 2023, primarily due to an increase in national print advertisements, partially offset by lower spend on classified advertisements.
Current report
For the three and nine months ended September 30, 2024, Compensation and benefits costs increased compared to the three and nine months ended September 30, 2023, primarily due to higher headcount.
Current report
For the nine months ended September 30, 2024, Compensation and benefits costs increased compared to the three and nine months ended September 30, 2023, primarily due to merit increases.
Current report
For the nine months ended September 30, 2024, Other costs increased compared to the nine months ended September 30, 2023, primarily due to an increase in miscellaneous expenses.
Current report
For the three and nine months ended September 30, 2024, Compensation and benefits costs increased compared to the three and nine months ended September 30, 2023, primarily due to an increase in payroll expense driven by wage increases.
Current report
On October 15, 2024 (the "Closing Date"), we entered into an Amendment and Restatement Agreement (the "Amendment and Restatement Agreement") among the Company, as a guarantor, Gannett Holdings, as the Borrower (in such capacity, the “Borrower”), certain subsidiaries of the Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for the lenders, and Apollo Administrative Agency LLC, as the successor collateral agent and administrative agent for the lenders, which amends and restates the Company's existing First Lien Credit Agreement dated as of October 15, 2021 (as amended, supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended Credit Agreement") by and among the Company, as guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors and Citibank, N.A., as administrative agent and collateral agent. The Amended Credit Agreement provides for a new $900.0 million first lien term loan facility (the "2029 Term Loan Facility"), which refinanced and replaced our existing Senior Secured Term Loan. The 2029 Term Loan Facility is comprised of an initial term loan facility of $850.4 million, funded on the Closing Date (the "2029 Initial Draw Facility"), and a delayed draw term loan facility of $49.6 million (the "2029 Delayed Draw Facility"), which has been made available to the Borrower at its discretion from the Closing Date and for a period of six months thereafter, subject to certain terms and conditions. As of the Closing Date, the lenders under the Amended Credit Agreement consisted primarily of funds, accounts or other clients managed by Apollo Capital Management, L.P. or its affiliates (the "Apollo Funds"), with $40.4 million of loans being provided by investors that elected the Loan Option Consideration in the 2026 Senior Notes Exchange Offer (as defined below). Pursuant to the Amended Credit Agreement, Apollo Administrative Agency LLC was appointed as the successor administrative agent and the successor collateral agent to Citibank, N.A.
Current report
The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (a) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (b) Adjusted Term SOFR (which shall be no less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on October 15, 2029 and will be freely prepayable without penalty.
Current report
Proceeds from the 2029 Initial Draw Facility, funded on the Closing Date, were used on the Closing Date to prepay in full the Senior Secured Term Loan, to repurchase Gannett Holdings' 2026 Senior Notes that were tendered by the holders thereof on or prior to October 10, 2024 pursuant to the 2026 Senior Notes Exchange Offer and to repurchase our 2027 Notes that were exchanged by the holders thereof on the Closing Date pursuant to the Convertible Notes Exchange (as defined below).
Current report
The proceeds of the 2029 Delayed Draw Facility may be used to redeem outstanding 2026 Senior Notes not tendered in the 2026 Senior Notes Exchange Offer in accordance with the terms of the indenture governing the 2026 Senior Notes (the "2026 Senior Notes Indenture") or to repurchase additional 2027 Notes.
Current report
On October 15, 2024, we and Gannett Holdings completed an offer to exchange (the "2026 Senior Notes Exchange Offer") any and all outstanding 2026 Senior Notes for, at the election of each holder of 2026 Senior Notes, either (a) (i) term loans under the 2029 Term Loan Facility and (ii) an upfront fee equal to 1.5% of such term loans (together with the term loans, the "Loan Option Consideration"); or (b) cash (the "Cash Option Consideration").
Current report
Pursuant to the 2026 Senior Notes Exchange Offer, $274.7 million in aggregate principal amount of the 2026 Senior Notes were tendered and accepted for exchange and subsequently canceled. 2026 Senior Notes in an aggregate principal amount of $40.4 million were exchanged for the Loan Option Consideration and 2026 Senior Notes in an aggregate principal amount of $234.3 million were exchanged for the Cash Option Consideration. Pursuant to the 2026 Senior Notes Exchange Offer, we paid aggregate cash consideration of $234.9 million (including the Cash Option Consideration and the upfront fee included in the Loan Option Consideration).
Current report
Following the completion of the 2026 Senior Notes Exchange Offer, we had outstanding $3.9 million aggregate principal amount of 2026 Senior Notes.
Current report
Concurrently with the completion of the 2026 Senior Notes Exchange Offer, we and Gannett Holdings completed their solicitation of consents to (i) eliminate substantially all of the restrictive covenants contained in the 2026 Senior Notes Indenture, (ii) eliminate certain of the default provisions contained in the 2026 Senior Notes Indenture and (iii) amend certain related provisions to conform with such eliminations (collectively, the "2026 Senior Notes Proposed Amendments") and received the requisite number of consents to adopt the 2026 Senior Notes Proposed Amendments. On October 15, 2024, the Company, Gannett Holdings and the guarantors under the 2026 Senior Notes Indenture entered into a supplemental indenture to implement the 2026 Senior Notes Proposed Amendments.
Current report
On October 15, 2024, we completed privately negotiated transactions with certain holders of 2027 Notes pursuant to which we (i) repurchased a total of $223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Notes, for aggregate cash consideration of $248.2 million and (ii) exchanged a total of $223.6 million in aggregate principal amount of 2027 Notes for new 6.000% Senior Secured Convertible Notes due 2031 (the "2031 Notes" and such repurchase and exchange, collectively, the "Convertible Notes Exchange").
Current report
Additionally, on October 15, 2024, we issued and sold $110,000 in aggregate principal amount of 2031 Notes in a privately negotiated transaction (the "2031 Notes Sale").
Current report
The 2031 Notes were issued pursuant to an indenture, dated as of October 15, 2024, among the Company, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Alter Domus Products Corp, as collateral agent. Following the completion of the Convertible Notes Exchange and the 2031 Notes Sale, we had outstanding $38.1 million aggregate principal amount of 2027 Notes and $223.7 million aggregate principal amount of 2031 Notes.
Current report
Concurrently with the Convertible Notes Exchange, the Company and the guarantors party thereto entered into a supplemental indenture to the indenture governing the 2027 Notes, dated as of November 17, 2020 (the "2027 Notes Indenture") pursuant to which (i) substantially all of the restrictive covenants contained in the 2027 Notes Indenture were eliminated, (ii) certain of the default provisions contained in the 2027 Notes Indenture were eliminated and (iii) certain related provisions were amended to conform with such eliminations.
Current report
We refer to the borrowing of term loans under the 2029 Term Loan Facility, the prepayment of the Senior Secured Term Loan, the exchange of 2026 Senior Notes for cash and term loans under the 2029 Term Loan Facility pursuant to the 2026 Senior Notes Exchange Offer and the Convertible Notes Exchange as the "Refinancing Transactions." Following the closing of the Refinancing Transactions, as of October 15, 2024, total debt outstanding was $1.1 billion, which included the (i) $850.4 million of 2029 Term Loan Facility, (ii) $3.9 million of 2026 Senior Notes (iii) $38.1 million of 2027 Notes, and (iv) $223.7 million of 2031 Notes. As of such date, $49.6 million was available for borrowing under the 2029 Delayed Draw Facility.
Current report
As a result of the Refinancing Transactions, we estimate that we will recognize pre-tax net gains on the early extinguishment of the Senior Secured Term Loan, the 2026 Senior Notes that were exchanged pursuant to the 2026 Senior Notes Exchange Offer and the 2027 Notes that were exchanged pursuant to the Convertible Notes Exchange in the aggregate of approximately $50 million, as well as other fees of approximately $10 million during the fourth quarter of 2024.
Removed paragraphs (8)
Previous report
Integration and reorganization costs
Previous report
(b) For the three months ended June 30, 2024 and 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $39.8 million and $46.9 million, respectively, and for the six months ended June 30, 2024 and 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $82.9 million and $98.0 million, respectively.
Previous report
(a) For the three months ended June 30, 2024 and 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $37.3 million and $45.0 million, respectively, and for the six months ended June 30, 2024 and 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $77.8 million and $94.1 million, respectively.
Previous report
For the three and six months ended June 30, 2024, Compensation and benefits costs increased compared to the three and six months ended June 30, 2023, primarily due to an increase in bonuses and employee benefit costs.
Previous report
For the three and six months ended June 30, 2024, we recognized a net loss on the sale of assets of $0.2 million and $1.1 million, respectively, as part of our continued plan to monetize non-strategic assets. For the three and six months ended June 30, 2023, we recognized a net loss on the sale of assets of $0.1 million and a net gain on the sale of assets of $16.2 million, respectively. For the six months ended June 30, 2023, the net gain was primarily related to the sale of a production facility as part of our plan to monetize non-strategic assets.
Previous report
For the three and six months ended June 30, 2024, Print advertising revenues increased compared to the three and six months ended June 30, 2023, primarily due to an increase in national print advertisements.
Previous report
For the three and six months ended June 30, 2024, 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 three and six months ended June 30, 2023, primarily due to lower third-party media fees and miscellaneous expenses.
Previous report
For the three months ended June 30, 2024, Outside services and other costs remained essentially flat compared to the three months ended June 30, 2023, and for the six months ended June 30, 2024, Outside services and other costs increased compared to the six months ended June 30, 2023, due to an increase in miscellaneous expenses.
Reworded paragraphs (66)
Previous wording
We report in three segments: Domestic Gannett Media, Newsquest and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment. This category primarily consists of broad corporate functions, including legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements.
Current wording
We report in three segments: Domestic Gannett Media, Newsquest and Digital Marketing Solutions ("DMS"). We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements.
Previous wording
For the three months ended June 30, 2024, we did not record an asset impairment, and for the six months ended June 30, 2024, we recorded an impairment charge of approximately $46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.
Current wording
For the three and nine months ended September 30, 2024, we recorded impairment charges of approximately $0.1 million and $46.1 million, respectively. For the nine months ended September 30, 2024, the asset impairment was primarily due to the impairment charge of approximately $46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.
Previous wording
For both the three and six months ended June 30, 2023, we recorded an impairment charge of approximately $1.2 million related to our continued plan to monetize non-strategic assets.
Current wording
For the three and nine months ended September 30, 2023, we recorded impairment charges of approximately $0.2 million and $1.4 million, respectively, related to our continued plan to monetize non-strategic assets.
Previous wording
For the three and six months ended June 30, 2024, we recognized a net loss on the sale of assets of $0.2 million and $0.8 million, respectively, primarily related to a net loss of $0.2 million and $1.1 million, respectively, at the Domestic Gannett Media segment, partially offset for the six months ended June 30, 2024, by a net gain of $0.4 million at the Newsquest segment as part of our continued plan to monetize non-strategic assets.
Current wording
$1.6 million, respectively, primarily related to net losses of $1.0 million and $2.2 million, respectively, at the Domestic Gannett Media segment, partially offset by net gains of $0.4 million and $0.9 million, respectively, at the Newsquest segment as part of our continued plan to monetize non-strategic assets.
Previous wording
For the three and six months ended June 30, 2023, we recognized a net loss on the sale of assets of $0.1 million and a net gain of $17.5 million, respectively. For the six months ended June 30, 2023, the net gain was primarily related to a gain of $16.2 million at the Domestic Gannett Media segment, mainly due to the sale of a production facility as part of our plan to monetize non-strategic assets, as well as the gain on the sale of intellectual property of $1.4 million at our Corporate and other category.
Current wording
For 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 related to net gains of $23.4 million and $39.6 million, respectively, at the Domestic Gannett Media segment, mainly due to the sale of a production facility as part of our plan to monetize non-strategic assets, and for the nine months ended September 30, 2023, we recognized a net gain on the sale of intellectual property of $1.4 million at our Corporate and other category.
Previous wording
For the three and six months ended June 30, 2024, we incurred Integration and reorganization costs of $19.8 million and $37.7 million, respectively. Of the total costs incurred, $4.4 million and $9.7 million, respectively, were related to severance activities and $15.3 million and $28.0 million, respectively, were related to other reorganization-related costs, primarily reflecting a $9.9 million withdrawal liability which was expensed as a result of ceasing contributions to a multiemployer pension plan, as well as costs for consolidating operations. In addition, for the six months ended June 30, 2024, other reorganization-related costs also included $9.7 million expensed as of the cease-use date related to certain licensed content.
Current wording
For the three and nine months ended September 30, 2024, we incurred Integration and reorganization costs of $17.3 million and $55.0 million, respectively, including $4.4 million and $14.1 million, respectively, related to severance activities and $12.9 million and $40.9 million, respectively, related to other reorganization-related costs. For the three and nine months ended September 30, 2024, other reorganization-related costs included $10.0 million and $19.9 million, respectively, related to withdrawal liabilities which were expensed as a result of ceasing contributions to multiemployer pension plans, as well as costs for consolidating operations, and for the nine months ended September 30, 2024 also included $9.7 million expensed as of the cease-use date related to certain licensed content.
Previous wording
For the three and six months ended June 30, 2023, we incurred Integration and reorganization costs of $7.3 million and $19.4 million, respectively. Of the total costs incurred, $2.6 million and $12.8 million, respectively, were related to severance activities and $4.7 million and $6.6 million, respectively, were related to other reorganization-related costs, including costs for consolidating operations, mainly related to systems implementation and the outsourcing of corporate functions. In addition, for the six months ended June 30, 2023, other reorganization-related costs were partially offset by the reversal of a withdrawal liability related to a multiemployer pension plan of $2.0 million based on the settlement of the withdrawal liability.
Current wording
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 reorganization-related 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 reorganization-related 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.
Previous wording
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. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. Foreign currency exchange rate fluctuations positively impacted our revenues and profitability during the three and six months ended June 30, 2024.
Current wording
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. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. Foreign currency exchange rate fluctuations positively impacted our revenues and profitability during the three and nine months ended September 30, 2024.
Previous wording
Key to our ongoing growth is expanding our base – whether clients in our DMS segment or audience in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base. For both the Domestic Gannett Media and Newsquest segments, this includes content expansion, establishing a seamless print to digital continuum to introduce clients, readers, viewers, and listeners to a broader range of products we offer. For the DMS segment, expanding our client base and core revenue is anticipated to be supplemented by the development of a complementary software model.
Current wording
Key to our ongoing growth is expanding our base – whether clients in our DMS segment or audience in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base. For both the Domestic Gannett Media and Newsquest segments, this includes content expansion and establishing a seamless print to digital continuum to introduce clients, readers, viewers, and listeners to a broader range of products we offer. For the DMS segment, expanding our client base and core revenue is anticipated to be supplemented by the development of a complementary software model.
Previous wording
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.
Current wording
We will continue our environmental, social and governance ("ESG") journey that is rooted in our strategic mission to empower our communities to thrive and put 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.
Previous wording
We are exposed to potential increases in interest rates associated with our Senior Secured Term Loan, which accounted for approximately 30% and 31% of our outstanding debt as of June 30, 2024 and December 31, 2023, 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.
Current wording
We are exposed to potential increases in interest rates associated with our Senior Secured Term Loan, which accounted for approximately 28% and 31% of our outstanding debt as of September 30, 2024 and December 31, 2023, 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.
Previous wording
We experience some seasonality in our revenues. The Domestic Gannett Media segment typically witnesses the greatest impact from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related spending. The DMS segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Current wording
We experience seasonality in our revenues. The Domestic Gannett Media segment typically witnesses the greatest impact from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related spending. The DMS segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Previous wording
(a) Amounts are net of intersegment eliminations of $38.4 million and $37.9 million for the three months ended June 30, 2024 and 2023, respectively, and $77.2 million and $72.3 million for the six months ended June 30, 2024 and 2023, respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our Domestic Gannett Media and Newsquest segments but fulfilled by our DMS segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation.
Current wording
(a) Amounts are net of intersegment eliminations of $37.0 million and $38.1 million for the three months ended September 30, 2024 and 2023, respectively, and $114.2 million and $110.4 million for the nine months ended September 30, 2024 and 2023, respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our Domestic Gannett Media and Newsquest segments but fulfilled by our DMS segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation.
Previous wording
Interest expense: For the three and six months ended June 30, 2024, Interest expense was $26.3 million and $52.8 million, respectively, compared to $28.6 million and $56.9 million for the three and six months ended June 30, 2023, respectively. For the three and six months ended June 30, 2024, interest expense decreased compared to the three and six months ended June 30, 2023, primarily due to 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, partially offset by an increase in interest rates on the Senior Secured Term Loan.
Current wording
Interest expense: For the three and nine months ended September 30, 2024, Interest expense was $26.0 million and $78.8 million, respectively, compared to $27.9 million and $84.8 million for the three and nine months ended September 30, 2023, respectively. For the three and nine months ended September 30, 2024, interest expense decreased compared to the three and nine months ended September 30, 2023, primarily due to 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, partially offset by an increase in interest rates on the Senior Secured Term Loan.
Previous wording
Non-operating pension income: For the three and six months ended June 30, 2024, Non-operating pension income was $3.1 million and $6.3 million, respectively, compared to $2.3 million and $4.1 million for the three and six months ended June 30, 2023, respectively. The increase in Non-operating pension income for the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily due to the decrease in the discount rate, partially offset by a decline in the projected benefit obligation.
Current wording
Non-operating pension income: For the three and nine months ended September 30, 2024, Non-operating pension income was $3.2 million and $9.5 million, respectively, compared to $2.9 million and $7.0 million for the three and nine months ended September 30, 2023, respectively. The increase in Non-operating pension income for the three and nine months ended September 30, 2024, compared to the same periods in 2023, was primarily due to the decrease in the discount rate, partially offset by a decline in the projected benefit obligation.
Previous wording
The following table outlines our pre-tax net loss before income taxes and income tax accounts:
Current wording
The following table outlines our pre-tax net income (loss) before income taxes and income tax accounts:
Previous wording
The benefit for income taxes for the three months ended June 30, 2024, was mainly driven by the release of uncertain tax position reserves related to an Internal Revenue Service ("IRS") audit in the second quarter of 2024, the release of foreign valuation allowances and the pre-tax book loss. The benefit was calculated using an estimated annual effective tax rate of negative 6.2%. The estimated annual effective tax rate before discrete items is principally impacted by valuation allowances on non-deductible interest expense carryforwards, the global intangible low-taxed income inclusion, and foreign tax expense, 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.
Current wording
The benefit for income taxes for the three months ended September 30, 2024, was mainly driven by the pre-tax book loss offset by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion and state tax expense. The benefit was calculated using an estimated annual effective tax rate of 0.9%. The estimated annual effective tax rate before discrete items is principally impacted by the global intangible low-taxed income inclusion, valuation allowances on non-deductible interest expense carryforwards, and foreign tax expense and was partially offset by the benefit of U.S. pre-tax book loss. The estimated annual effective tax rate is based on the projected tax expense for the full year.
Previous wording
The benefit for income taxes for the six months ended June 30, 2024, was mainly driven by the release of uncertain tax position reserves related to an IRS audit in the second quarter of 2024, the release of foreign valuation allowances and the pre-tax book loss.
Current wording
The benefit for income taxes for the nine months ended September 30, 2024, was mainly driven by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation allowances and the pre-tax book loss and was partially offset by the increase in valuation allowances on non-deductible U.S. interest expense carryforwards and other miscellaneous items.
Previous wording
The provision for income taxes for the three months ended June 30, 2023, was mainly driven by a decrease in the estimated annual effective tax rate applied to the full year resulting from an increase in the net income before tax projections used in the second 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 the estimated annual effective tax rate of 110.0%.
Current wording
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 the estimated annual effective tax rate of 159.4%.
Previous wording
The benefit for income taxes for the six months ended June 30, 2023, was mainly driven by the tax benefit of the pre-tax book loss, the change in valuation allowances on non-deductible U.S. interest expense carryforwards, and the global intangible low-taxed income inclusion.
Current wording
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.
Previous wording
Net income (loss) attributable to Gannett and diluted income (loss) per share attributable to Gannett
Current wording
Net loss attributable to Gannett and diluted loss per share attributable to Gannett
Previous wording
For the three months ended June 30, 2024, Net income attributable to Gannett and diluted income per share attributable to Gannett were $13.7 million and $0.09, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $12.7 million and $0.09, respectively, for the three months ended June 30, 2023. For the six months ended June 30, 2024, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $71.0 million and $0.50, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $2.3 million and $0.02, respectively, for the six months ended June 30, 2023. The change for the three and six months ended June 30, 2024, compared to the same periods in the prior year reflects the various items discussed above.
Current wording
For the three months ended September 30, 2024, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $19.7 million and $0.14, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $2.6 million and $0.02, respectively, for the three months ended September 30, 2023. For the nine months ended September 30, 2024, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $90.7 million and $0.64, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $4.9 million and $0.04, respectively, for the nine months ended September 30, 2023. The change for the three and nine months ended September 30, 2024, compared to the same periods in the prior year reflects the various items discussed above.
Previous wording
For the three and six months ended June 30, 2024, Digital advertising revenues increased compared to the three and six months ended June 30, 2023, primarily due to an increase in sponsored link and national programmatic revenue, as well as higher spend on automotive advertisements, partially offset by lower spend on obituary and employment notifications.
Current wording
For the three and nine months ended September 30, 2024, Digital advertising revenues increased compared to the three and nine months ended September 30, 2023, primarily due to an increase in national revenues, including sponsored link and programmatic revenue, as well as higher spend on automotive advertisements, partially offset by a decrease in local revenues and lower spend on employment and obituary notifications.
Previous wording
For the three and six months ended June 30, 2024, Digital marketing services revenues increased compared to the three and six months ended June 30, 2023, primarily due to an increase in client spend.
Current wording
For the three months ended September 30, 2024, Digital marketing services revenues decreased compared to the three months ended September 30, 2023, due to a decrease in client count, offset for the nine months ended September 30, 2024 compared to the prior period, due to an increase in client spend.
Previous wording
For the three and six months ended June 30, 2024, Digital-only subscription revenues increased compared to the three and six months ended June 30, 2023, primarily driven by an increase in digital-only subscription average revenue per user ("Digital-only ARPU") of 21% and 22%, respectively, mainly due to product mix. Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU.
Current wording
For the three and nine months ended September 30, 2024, Digital-only subscription revenues increased compared to the three and nine months ended September 30, 2023, primarily driven by an increase in digital-only subscription average revenue per user ("Digital-only ARPU") of 21% and 22%, respectively, mainly due to higher rates. Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU.
Previous wording
For the three and six months ended June 30, 2024, Digital other revenues increased compared to the three and six months ended June 30, 2023, primarily due to an increase in affiliate, partnership, and syndication revenues.
Current wording
For the three and nine months ended September 30, 2024, Digital other revenues increased compared to the three and nine months ended September 30, 2023, primarily due to an increase in affiliate and syndication revenues, partially offset by the absences of revenues associated with non-core products which were sunset.
Previous wording
For the three and six months ended June 30, 2024, Print advertising revenues decreased compared to the three and six months ended June 30, 2023, primarily due to a decrease in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications and real estate advertisements.
Current wording
For the three and nine months ended September 30, 2024, Print advertising revenues decreased compared to the three and nine months ended September 30, 2023, primarily due to a decrease in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications and real estate advertisements.
Previous wording
For the three and six months ended June 30, 2024, Print circulation revenues decreased compared to the three and six months ended June 30, 2023, due to a decline in home delivery and single copy as a result of a reduction in the volume of subscribers, partially offset by an increase in rates.
Current wording
For the three and nine months ended September 30, 2024, Print circulation revenues decreased compared to the three and nine months ended September 30, 2023, due to a decline in home delivery and single copy as a result of a reduction in the volume of subscribers, partially offset by higher rates on home delivery and single copy.
Previous wording
For the three and six months ended June 30, 2024, Commercial and other revenues decreased compared to the three and six months ended June 30, 2023, primarily due to a decrease in commercial print and delivery revenues, driven by the decline in production volume, as well as facility closures, and a decrease in the price of newsprint. For the six months ended June 30, 2024, the decrease in Commercial and other revenues was partially offset by an increase in event revenues, mainly driven by an increase in ticket sales related to higher attendance.
Current wording
For the three and nine months ended September 30, 2024, Commercial and other revenues decreased compared to the three and nine months ended September 30, 2023, primarily due to a decrease in commercial print and delivery revenues, driven by the decline in production volume, including the impact of a business divested in the third quarter and facility closures as well as a decrease in the price of newsprint, and a decrease in event revenues, mainly driven by a decrease in ticket sales due to fewer events.
Previous wording
For the three and six months ended June 30, 2024, Newsprint and ink costs decreased compared to the three and six months ended June 30, 2023, primarily due to lower volume due to the decline in revenues, as well as a decrease in the cost of newsprint of approximately $4.3 million and $9.1 million, respectively.
Current wording
For the three and nine months ended September 30, 2024, Newsprint and ink costs decreased compared to the three and nine months ended September 30, 2023, primarily due to lower volume due to the decline in revenues, as well as a decrease in the cost of newsprint of approximately $2.5 million and $11.6 million, respectively.
Previous wording
For the three and six months ended June 30, 2024, Distribution costs decreased compared to the three and six months ended June 30, 2023, primarily due to a decrease of approximately $15.0 million and $27.0 million, respectively, associated with lower home delivery and single copy revenues, and the conversion to mail, partially offset by an increase in postage costs of approximately $1.3 million and $3.8 million, respectively, mainly due to conversion to mail delivery in multiple markets, as well as higher postage costs associated with an increase in advertising revenue.
Current wording
For the three and nine months ended September 30, 2024, Distribution costs decreased compared to the three and nine months ended September 30, 2023, primarily due to a decrease of approximately $15.4 million and $42.4 million, respectively, associated with lower home delivery and single copy revenues, and the conversion to mail and route optimization, partially offset by an increase in postage costs of approximately $2.4 million and $6.3 million, respectively, mainly due to conversion to mail delivery in multiple markets, as well as higher postage costs.
Previous wording
For the three and six months ended June 30, 2024, Compensation and benefits costs decreased compared to the three and six months ended June 30, 2023, primarily due to a decrease in headcount tied to ongoing cost control initiatives, including facility closures and conversion to mail delivery in multiple markets.
Current wording
For the three and nine months ended September 30, 2024, Compensation and benefits costs decreased compared to the three and nine months ended September 30, 2023, primarily due to a decrease in headcount tied to ongoing cost control initiatives, including facility closures and conversion to mail delivery in multiple markets, partially offset by higher wages.
Previous wording
For the three and six months ended June 30, 2024, 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 three and six months ended June 30, 2023, primarily due to a decrease of approximately $3.3 million and $3.9 million, respectively, in miscellaneous expenses, mainly due to the cease-use of certain licensed content, partially offset for the six months ended June 30, 2024, by higher third-party media fees of approximately $2.2 million.
Current wording
For the three and nine months ended September 30, 2024, 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 three and nine months ended September 30, 2023, primarily due to a decrease in news and editorial expenses of $4.3 million and $8.0 million, respectively, mainly due to the cease-use of certain licensed content, a decrease in event related expenses of approximately $4.2 million and $4.3 million, respectively, mainly due to the decline in revenues, and a decrease in third-party media fees of approximately $2.7 million and $0.5 million, respectively, partially offset by an increase in outside printing costs of $2.0 million and $3.6 million, respectively.
Previous wording
For the three and six months ended June 30, 2024, Other costs decreased compared to the three and six months ended June 30, 2023, primarily due to lower miscellaneous expenses of approximately $4.3 million and $8.1 million, respectively, mainly related to lower technology costs, as well as lower facility related expenses of approximately $3.8 million and $7.6 million, respectively, mainly associated with real estate sales and facility consolidations, partially offset by higher promotion costs of approximately $0.9 million and $3.0 million, respectively.
Current wording
For the three and nine months ended September 30, 2024, Other costs decreased compared to the three and nine months ended September 30, 2023, primarily due to lower facility related expenses of approximately $4.7 million and $12.3 million, respectively, mainly associated with real estate sales and facility consolidations, as well as lower miscellaneous expenses of approximately $3.4 million and $11.4 million, respectively, mainly related to lower technology costs. In addition, for the nine months ended September 30, 2024, this decrease was partially offset by higher promotion costs of approximately $2.8 million.
Previous wording
For the three months ended June 30, 2024, Outside services and other costs, which include services fulfilled by third parties, increased compared to the three months ended June 30, 2023, primarily due to higher miscellaneous expenses of approximately $2.1 million, including promotional expenses and professional service costs, partially offset by lower bad debt expense of approximately $0.3 million. For the six months ended June 30, 2024, Outside services and other costs, decreased compared to the six months ended June 30, 2023, primarily due to lower miscellaneous expenses of approximately $3.4 million, including lower product and finance costs, partially offset by higher technology costs, as well as lower bad debt expense of approximately $1.5 million.
Current wording
For the three and nine months ended September 30, 2024, Outside services and other costs, which include services fulfilled by third parties, decreased compared to the three and nine months ended September 30, 2023, primarily due to lower miscellaneous expenses of approximately $3.5 million and $6.9 million, respectively, including lower product and finance costs, partially offset by higher promotion and technology costs, and lower bad debt expense of approximately $2.2 million and $3.7 million, respectively.
Previous wording
For the three and six months ended June 30, 2024, Depreciation and amortization expense decreased compared to the three and six months ended June 30, 2023, reflecting the impact of fewer print facilities in 2024 compared to 2023.
Current wording
For the three and nine months ended September 30, 2024, Depreciation and amortization expense decreased compared to the three and nine months ended September 30, 2023, reflecting the impact of fewer print facilities in 2024 compared to 2023.
Previous wording
For the three and six months ended June 30, 2024, Integration and reorganization costs increased compared to the three and six months ended June 30, 2023, mainly due to an increase in other reorganization-related costs of $10.0 million and $22.3 million, respectively, and an increase in severance costs of $2.8 million and $1.3 million, respectively. For the three and six months ended June 30, 2024, the change in other reorganization-related costs primarily reflected a $9.9 million withdrawal liability which was expensed as a result of ceasing contributions to a multiemployer pension plan. In addition, for the six months ended June 30, 2024, the change in other reorganization-related costs also reflected $9.7 million expensed as of the cease-use date related to certain licensed content and the absence in the first quarter of 2024 of a reversal of a withdrawal liability related to a multiemployer pension plan in the first quarter of 2023 of $2.0 million based on the settlement of the withdrawal liability.
Current wording
For the three and nine months ended September 30, 2024, Integration and reorganization costs increased compared to the three and nine months ended September 30, 2023, mainly due to an increase in other reorganization-related costs of $14.3 million and $36.6 million, respectively, and an increase in severance costs of $2.7 million and $4.0 million, respectively. For the three and nine months ended September 30, 2024, other reorganization-related costs included $10.0 million and $19.9 million, respectively, related to withdrawal liabilities which were expensed as a result of ceasing contributions to multiemployer pension plans, as well as costs for consolidating operations, and for the nine months ended September 30, 2024 also included $9.7 million expensed as of the cease-use date related to certain licensed content. In addition, the increase for the three and nine months ended September 30, 2024 was also due to the reversal of withdrawal liabilities related to multiemployer pension plans of $4.3 million and $6.4 million during the three and nine months ended September 30, 2023, respectively, based on settlement of the withdrawal liability.
Previous wording
For the three and six months ended June 30, 2024, the decrease in Domestic Gannett Media segment Adjusted EBITDA compared to the three and six months ended June 30, 2023, was primarily attributable to the changes discussed above.
Current wording
For the three and nine months ended September 30, 2024, the increase in Domestic Gannett Media segment Adjusted EBITDA compared to the three and nine months ended September 30, 2023, was primarily attributable to the changes discussed above.
Previous wording
(a) For the three months ended June 30, 2024 and 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $2.6 million and $1.9 million, respectively, and for the six months ended June 30, 2024 and 2023, included in Commercial and other revenues was Commercial printing and delivery revenues of $5.1 million and $3.9 million, respectively.
Current wording
(a) Included Commercial printing revenues of $2.6 million and $1.8 million for the three months ended September 30, 2024 and 2023, respectively, and $7.6 million and $5.7 million for the nine months ended September 30, 2024 and 2023, respectively.
Previous wording
For the three and six months ended June 30, 2024, Digital advertising revenues increased compared to the three and six months ended June 30, 2023, primarily due to an increase in national and local revenues, partially offset by lower spend on employment notifications.
Current wording
For the three and nine months ended September 30, 2024, Digital advertising revenues increased compared to the three and nine months ended September 30, 2023, primarily due to an increase in national and local revenues, partially offset by lower spend on employment notifications.
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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.