Gannett Co Inc
For the period ended Dec 31, 2024. Filed Feb 20, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 20, 2025
TDAY$6.57+7.4%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-22.
0001579684-24-000008
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-20.
0001579684-25-000007
Item 1A. Risk FactorsThe 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 212 previous paragraphs and 1013 current paragraphs.
32 unchanged; 157 reworded; 184 added; 23 removed; 0 previous and 640 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (184)
Current report
•The majority of our indebtedness is held by one creditor, who may have interests that diverge from our interests and the
Current report
described in the 2027 Notes Indenture and the 2031 Notes Indenture, there may be defaults under such indentures and
Current report
under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes.
Current report
•Any required changes in practices and techniques to enhance the customer experience, including for enhanced data privacy,
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•Evolving regulatory matters may impact our business.
Current report
•If our reputation or brand is damaged, our ability to grow our user base, advertiser relationships, and partnerships may be
Current report
•We use AI and may use other new technologies in our business. Challenges with properly managing their use by us or third
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affect our systems, reputation and operating results.
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significant compliance expenditures and liabilities.
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affect the discoverability and presentation of our content and consequently our ability to monetize our digital audiences.
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$850.0 million of term loans under a$900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii)
Current report
$38.1 million of 6.000% Senior Secured Convertible Notes due 2027 ("2027 Notes"), and (iii)$223.7 million of 6.000% Senior
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Secured Convertible Notes due 2031 ("2031 Notes"). In addition, as of such date,$49.6 million of term loans was available to
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The 2029 Term Loan Facility matures on October 15, 2029, and bears interest, at Gannett Holdings LLC's option, at either
Current report
margin equal to 4.00% per annum. The 2027 Notes and the 2031 Notes each bear interest at a rate of 6.00% per annum.
Current report
Term Loan Facility is amortized at a rate of$17.0 million per quarter, with such rate to be adjusted upon the borrowing of any
Current report
delayed-draw term loans to the extent necessary to cause such delayed-draw term loans to be fungible with the initial term loans
Current report
under the 2029 Term Loan Facility. In addition, we are required to repay the 2029 Term Loan Facility from time to time with
Current report
the 2027 Notes (the "2027 Notes Indenture") or the indenture governing the 2031 Notes (the "2031 Notes Indenture"), could
Current report
Our agreements relating to our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes, contain
Current report
The majority of our indebtedness is held by one creditor, who may have interests that diverge from our interests and the
Showing the first 40 of 184 passages. Open the source sections for the rest.
Removed paragraphs (23)
Previous report
•The Internal Revenue Service may disallow all or part of a worthless stock loss and bad debt deduction.
Previous report
•Sustained increases in costs of employee health and welfare benefits may reduce our profitability.
Previous report
•Our Common Stock may be delisted from the NYSE if we fail to comply with continued listing standards.
Previous report
Our inability to raise funds necessary to repurchase the 2026 Senior Notes or the 2027 Notes, upon a change of control as described in the 2026 Senior Notes Indenture or fundamental change as described in the 2027 Notes Indenture, may lead to defaults under such indentures and under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default under the Senior Secured Term Loan, the 2026 Senior Notes or the 2027 Notes.
Previous report
Any required changes in targeting, such as thedeprecation of third-party cookies, could materially and adversely impact ouradvertising revenues and business results, and impair our ability to acquire consumers efficiently.
Previous report
Volatility in the U.S. and global economies, macroeconomic events, market disruptions, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations.
Previous report
In addition, the exit of the U.K. from the European Union ("Brexit") may continue to adversely affect economic and market conditions in the U.K. and the European Union, create ongoing uncertainty around doing business in the U.K. and result in additional costs and compliance obligations, including with respect to tariffs and other trade barriers, data protection and transfer, tax rates and the recruitment and retention of employees. Further, there is no current trade agreement between the U.K. and the U.S. The risk remains that Brexit, as well as the lack of a U.S.-U.K. trade agreement, could affect the attractiveness of the U.K. as a global investment center and, as a result, could have a detrimental impact on economic growth in the country.
Previous report
Risks Related to Cybersecurity and Artificial Intelligence
Previous report
Our possession and use of personal information and the use of payment cards by our customers and users present risks and expenses that could harm our business. Unauthorized access to or disclosure or manipulation of such data, whether through breach of our, or our third-party service providers', network security or otherwise, could expose us to liabilities and costly litigation and damage our reputation.
Previous report
We use AI 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.
Previous report
Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and adversely affect our business, results of operations and financial condition.
Previous report
The Sarbanes-Oxley Act and related rules and regulations require that management report annually on the effectiveness of our internal control over financial reporting and assess the effectiveness of our disclosure controls and procedures on a quarterly basis. Maintaining and adapting our internal controls is expensive and requires significant management attention. Moreover, as we continue to evolve, our internal controls may become more complex and require additional resources to ensure they remain effective amid dynamic regulatory and other guidance.
Previous report
If we fail to maintain adequate internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, we could fail to meet our financial reporting obligations and our business, financial results as well as our reputation could be harmed.
Previous report
The Internal Revenue Service may disallow all or part of a worthless stock loss and bad debt deduction.
Previous report
We made an election in 2017 to treat one of our international subsidiaries as a disregarded entity for U.S. federal income tax purposes, which resulted in worthless stock and bad debt deductions of $100.9 million, yielding a tax benefit of $32.5 million. The Internal Revenue Service ("IRS") is auditing these tax deductions, and as such, the audit could result in the reversal of all or part of the income tax benefit. To account for this uncertainty, a reserve of $11.3 million was established to reduce the benefit to an estimated realizable value of $21.2 million. While we believe this represents our best estimate of the benefit to be realized upon final acceptance of our tax return, the IRS could reject or reduce the amount of tax benefit related to these deductions. If the IRS rejects or reduces the amount of this income tax benefit, we may have to pay additional cash income taxes, which could materially and adversely affect our results of operations, financial condition, and cash flows. We cannot guarantee what the ultimate outcome or amount of the benefit we receive, if any, will be.
Previous report
We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to be reduced.
Previous report
Sustained increases in costs of employee health and welfare benefits may reduce our profitability.
Previous report
In recent years, we have experienced significant increases in the cost of employee benefits because of economic factors beyond our control, including increases in health care costs. Some of these factors may continue to put upward pressure on the cost of providing medical benefits. Although we have actively sought to control increases in these costs, there can be no assurance that we will succeed in limiting cost increases and continued upward pressure could reduce the profitability of our businesses.
Previous report
•Announcements by us or our competitors of significant investments, acquisitions or dispositions, strategic developments and other material events;
Previous report
Our Common Stock may be delisted from the NYSE if we fail to comply with continued listing standards.
Previous report
Our Common Stock currently trades on the New York Stock Exchange ("NYSE"), and the continued listing of our Common Stock on the NYSE is subject to our compliance with a number of listing standards, including minimum share price requirements. If we fall out of compliance with NYSE's listing standards and fail to regain compliance within the applicable cure periods, our Common Stock may be delisted from the NYSE. Failure to maintain our NYSE listing could negatively impact us and our stockholders by reducing the willingness of investors to hold our Common Stock because of the resulting decreased price, liquidity and trading of our Common Stock, and analyst coverage, among others.
Previous report
Our ability to compete may be materially and adversely affected if adequate capital is not available. In addition, future offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of equity securities, which may be senior to our Common Stock for the purposes of dividend and liquidating distributions, may be dilutive and materially and adversely affect the market price of our Common Stock.
Reworded paragraphs (157)
Previous wording
You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating us and our common stock, par value $0.01 per share (the "Common Stock"). Any of the following risks could materially and adversely affect our results of operations, our financial condition, and the market price of our Common Stock. Although the risk factors are grouped by general category, many of the risks described in a given category relate to multiple categories.
Current wording
You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating
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The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations, which are discussed in more detail below:
Current wording
The following is a summary of some of the risks and uncertainties that could materially adversely affect our business,
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•We operate in a highly competitive business environment, and our success depends on our ability to compete effectively, including through the implementation of our strategic initiatives and development of new and enhanced products and services.
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•We operate in a highly competitive business environment, and our success depends on our ability to compete effectively,
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Certain actions, including our ability to incur additional indebtedness, require the consent of our lenders and note holders which, if not provided, would limit our ability to take advantage of future opportunities.
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•Certain actions, including our ability to incur additional indebtedness, require the consent of our lenders and note holders
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•Our inability to raise funds necessary to repurchase the 2026 Senior Notes or the 2027 Notes, upon a change of control as described in the 2026 Senior Notes Indenture or fundamental change as described in the 2027 Notes Indenture, may lead to defaults under such indentures and under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default under the Senior Secured Term Loan, the 2026 Senior Notes or the 2027 Notes.
Current wording
•If we are unable to raise funds necessary to repurchase the 2027 Notes or the 2031 Notes upon a fundamental change as
Previous wording
Our DMS segment substantially utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
Current wording
if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
Previous wording
•Any required changes in targeting, such as the deprecation of third-party cookies, could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire consumers efficiently.
Current wording
could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire
Previous wording
•Volatility in the U.S. and global economies, macroeconomic events, market disruptions, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations.
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•Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or
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•Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the demographics of the local communities that we serve.
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•Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the
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•The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results.
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•The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than
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•Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to pay, could materially adversely affect our cash flows and financial condition.
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•Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to
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•Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global economy, such as those from the Organization for Economic Co-operation and Development, which could have a material adverse impact on our consolidated financial statements.
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•Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global
Previous wording
•Our possession and use of personal information and the use of payment cards by our customers and users present risks and expenses that could harm our business. Unauthorized access to or disclosure or manipulation of such data, whether through breach of our, or our third-party service providers', network security or otherwise, could expose us to liabilities and costly litigation and damage our reputation.
Current wording
•Our possession and use of personal information and the use of payment cards by our customers and users present risks and
Previous wording
We regularly face risks related to cybersecurity incidents and threats, including attempts by malicious actors, which may be external or internal threat actors, to breach our security and compromise our information technology systems. Because we are a news reporting organization, these risks also include attempts by attackers to manipulate or misrepresent our news reporting. Attackers may use a blend of technology and social engineering techniques (including denial of service attacks, phishing attempts intended to induce our employees and users to disclose information or unwittingly provide access to systems or data, and other techniques) to disrupt service or exfiltrate data. Cybersecurity incidents and threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them. We and the third parties with which we work may be more vulnerable to the risk from activities of this nature as a result of operational changes such as significant increases in remote work. To date, no cybersecurity incidents or threats have had, either individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.
Current wording
•We regularly face risks related to cybersecurity incidents and threats, including attempts by malicious actors, which may be
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•Privacy and security-related laws and other data security requirements are constantly evolving and may increase our compliance costs and potential for liability, either of which may have an adverse effect on our business, financial condition, and results of operations.
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compliance costs and potential for liability, either of which may have an adverse effect on our business, financial condition,
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•We use artificial intelligence ("AI") 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.
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parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of
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•Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could adversely affect our reputation and operating results.
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•Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could adversely
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•Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and adversely affect our business, results of operations and financial condition.
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•Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of
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•The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future reported results of operations.
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•The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future
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•We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual property protection, our assets may lose value.
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•We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual
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•We are subject to environmental and employee safety and health laws and regulations that could cause us to incur significant compliance expenditures and liabilities.
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•We are subject to environmental and employee safety and health laws and regulations that could cause us to incur
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•We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require us to establish valuation allowances which could materially and adversely affect future reported results of operations.
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•We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require
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•We are required to use a portion of our cash flows to make contributions to our pension plans, which diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate.
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•We are required to use a portion of our cash flows to make contributions to our pension and postretirement plans, which
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•The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified personnel in the future may materially and adversely affect our ability to operate or grow our business effectively.
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•The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified personnel in
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•We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to be reduced.
Current wording
•We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price
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•A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely affect our business and profitability.
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•A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our
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A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely affect our business and profitability.
Current wording
inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely
Previous wording
•A number of our employees are unionized, and our business and results of operations could be materially adversely affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations.
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affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency
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•FIG LLC (the"Former Manager") is not liable to us for certain acts or omissions performed in accordance with, and prior to the termination of, our former management agreement (the"Former Management Agreement"), and for certain matters in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or omissions.
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•FIG LLC (the"Former Manager") is not liable to us for certain acts or omissions performed in accordance with, and prior
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•Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate liquidity.
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•Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate
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•Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes, could materially adversely affect the market price of our Common Stock.
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•Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes,
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•We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay dividends, and we may not be able to pay dividends in the future or at all.
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•We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay
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•The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the 2027 Notes, and holders of the 2027 Notes may possess significant voting power following conversion of the 2027 Notes.
Current wording
Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power following conversion of
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•An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax benefit carryforwards.
Current wording
could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax
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Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock.
Current wording
may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock.
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•Our ability to compete may be materially and adversely affected if adequate capital is not available. In addition, future offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of equity securities, which may be senior to our Common Stock for the purposes of dividend and liquidating distributions, may be dilutive and materially and adversely affect the market price of our Common Stock.
Current wording
•Our ability to compete may be materially and adversely affected if adequate capital is not available. In addition, future
Previous wording
We operate in a highly competitive business environment, and our success depends on our ability to compete effectively, including through the implementation of our strategic initiatives and development of new and enhanced products and services.
Current wording
We operate in a highly competitive business environment, and our success depends on our ability to compete effectively,
Previous wording
We face significant competition from other providers of news, information, and entertainment services, including both traditional and other providers, some of which provide their products free of charge. This competition continues to intensify as a result of changes in technologies, platforms and business models and corresponding changes in consumer and customer behavior, and we may be adversely affected if consumers or customers migrate to other alternatives. In addition, to be successful, we must provide the type and quality of content our consumers desire. The number of choices available to consumers for content consumption has increased and may adversely impact demand for, and the price consumers are willing to pay for our products and services. Consumption of our content on third-party delivery platforms may also lead to loss of distribution and pricing control, loss of a direct relationship with consumers and lower engagement and subscription rates. Further, news and subscription fatigue among consumers has become more widespread and could continue to grow. These trends and developments have adversely affected, and may continue to adversely affect, our circulation and subscription revenue and advertisers' willingness to purchase advertising from us, as well as increase subscriber acquisition, retention, and other costs.
Current wording
We face significant competition from other providers of news, information, and entertainment services, including both
Previous wording
Technological developments have in some cases also increased competition by lowering barriers to entry. Other digital platforms and technologies, such as user-generated content platforms and self-publishing tools, have reduced the effort and expense of producing and distributing certain types of content on a wide scale, allowing digital-only content providers, customers, suppliers and other third parties to compete with us, often at a lower cost. Additional digital distribution channels, such as digital marketplaces, have presented, and may continue to present, challenges to our business models, which could adversely affect sales volume and pricing.
Current wording
Technological developments have in some cases also increased competition by lowering barriers to entry. Other digital
Previous wording
In addition, the competitive landscape may shift if other industry players adopt AI more swiftly. Furthermore, ethical concerns and public sentiment regarding AI could have reputational implications. See also the risk factor below under the heading "We use AI 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."
Current wording
In addition, the competitive landscape may shift if other industry players adopt AI more swiftly. The use of AI may also
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Rearranged current paragraphs (640)
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us and our common stock, par value $0.01 per share (the "Common Stock"). Any of the following risks could materially and
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adversely affect our results of operations, our financial condition, and the market price of our Common Stock. Although the risk
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factors are grouped by general category, many of the risks described in a given category relate to multiple categories.
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financial condition, and results of operations, which are discussed in more detail below:
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including through the implementation of our strategic initiatives and development of new and enhanced products and
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which, if not provided, would limit our ability to take advantage of future opportunities.
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under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default
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•Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely affected
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international political environment, and other events outside of our control, have had, and may in the future have, a
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material and adverse impact on our business, financial condition, and results of operations.
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demographics of the local communities that we serve.
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provided for in our financial statements and in our projections of future results.
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pay, could materially adversely affect our cash flows and financial condition.
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economy, such as those from the Organization for Economic Co-operation and Development, which could have a material
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adverse impact on our consolidated financial statements.
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expenses that could harm our business. Unauthorized access to or disclosure or manipulation of such data, whether through
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breach of our, or our third-party service providers', network security or otherwise, could expose us to liabilities and costly
Current report — wording carried from elsewhere
external or internal threat actors, to breach our security and compromise our information technology systems.
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•Privacy and security-related laws and other data security requirements are constantly evolving and may increase our
Current report — wording carried from elsewhere
manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation
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and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and
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adversely affect our business, results of operations and financial condition.
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property protection, our assets may lose value.
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us to establish additional valuation allowances which could materially and adversely affect future reported results of
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diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate.
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the future may materially and adversely affect our ability to operate or grow our business effectively.
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pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during
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periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive
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program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to
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•A number of our employees are unionized, and our business and results of operations could be materially adversely
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to the termination of, our former management agreement (the"Former Management Agreement"), and for certain matters
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in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or
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could materially adversely affect the market price of our Common Stock.
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dividends, and we may not be able to pay dividends in the future or at all.
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•The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the 2027
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•An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which
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•Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware law
Current report — wording carried from elsewhere
offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of
Current report — wording carried from elsewhere
equity securities, which may be senior to our Common Stock for the purposes of dividend and liquidating distributions,
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may be dilutive and materially and adversely affect the market price of our Common Stock.
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