USA TODAY Co., Inc.

Previous wording

The following discussion and analysis of our financial condition and results of operations and quantitative and qualitative disclosures should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission. Management's Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements that reflect our plans, estimates, and beliefs, all of which are based on our current expectations and could be affected by certain uncertainties, risks, and other factors described under Cautionary Note Regarding Forward-Looking Statements, Risk Factors, and elsewhere throughout this Quarterly Report on Form 10-Q, as well as the factors described in our Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent periodic reports filed with the Securities and Exchange Commission, particularly under "Risk Factors." Our actual results could differ materially from those discussed in the forward-looking statements.

Current wording

The following discussion and analysis of our financial condition and results of operations and quantitative and qualitative disclosures should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 20, 2025. Management's Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements that reflect our plans, estimates, and beliefs, all of which are based on our current expectations and could be affected by certain uncertainties, risks, and other factors described under Cautionary Note Regarding Forward-Looking Statements, Risk Factors, and elsewhere throughout this Quarterly Report on Form 10-Q, as well as the factors described in our Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent periodic reports filed with the Securities and Exchange Commission, particularly under "Risk Factors." Our actual results could differ materially from those discussed in the forward-looking statements.

Previous wording

We are a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. We endeavor to deliver essential content, marketing solutions, and experiences for curated audiences, advertisers, consumers, and stakeholders by leveraging our diverse teams and suite of products to enrich the local communities and businesses we serve.

Current wording

We are a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations, including our network of local properties, in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential journalism, local content, and digital experiences to audiences and businesses. We deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage. We prioritize a digital-first strategy, focusing on audience growth and engagement while diversifying revenue streams. Our digital marketing solutions brand, LocaliQ, supports small and medium-sized businesses ("SMBs") with innovative digital marketing products and solutions. Our mission remains to inspire, inform, and connect communities while driving sustainable growth for our customers, advertisers, partners, and shareholders.

Previous wording

•Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but not limited to, interest rates, housing demand, employment levels, and consumer confidence. We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising performance and reduced spending.

Current wording

•Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but not limited to, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence. We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising performance and reduced spending.

Previous wording

•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 wording

•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 the associated costs. We continue to adapt by diversifying our digital strategies and optimizing content distribution to mitigate these impacts.

Previous 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.

Current wording

For the three months ended March 31, 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.

Previous wording

Loss (gain) on sale or disposal of assets, net

Current wording

(Gain) loss on sale or disposal of assets, net

Previous 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.

Current wording

For the three months ended March 31, 2025, we recognized a net gain on the sale of assets of $20.7 million, primarily related to a gain of $20.8 million recognized related to the sale of the Statesman at the Domestic Gannett Media segment as part of our continued plan to monetize non-strategic assets.

Previous 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.

Current wording

For the three months ended March 31, 2024, we recognized a net loss on the sale of assets of $0.6 million, primarily related to a net loss of $0.9 million at the Domestic Gannett Media segment, partially offset by a net gain of $0.4 million at the Newsquest segment, as part of our continued plan to monetize non-strategic assets.

Previous 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.

Current wording

For the three months ended March 31, 2025, we incurred Integration and reorganization costs of $9.5 million. Of the total costs incurred, $6.2 million were related to severance activities and $3.3 million were related to other reorganization-related costs. Other reorganization-related costs included $5.1 million, primarily due to costs related to the departure of the Company's former Chief Financial Officer of $2.1 million, as well as costs associated with improving operations and consolidating facilities, partially offset by the reversal of a withdrawal liability related to a multiemployer pension plan of $1.8 million based on the settlement of the withdrawal liability.

Previous 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.

Current wording

For the three months ended March 31, 2024, we incurred Integration and reorganization costs of $17.9 million. Of the total costs incurred, $5.3 million were related to severance activities and $12.6 million were related to other reorganization-related costs, including $9.7 million expensed as of the cease-use date related to certain licensed content as well as costs for consolidating operations, mainly related to systems implementation.

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 nine months ended September 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. During the three months ended March 31, 2025, foreign currency exchange rate fluctuations had an immaterial negative impact on our revenues and profitability.

Previous wording

We continue to optimize and improve our foundation – completing systems consolidations and migrations, improving process workflows, and ensuring we have synergy across the organization to deliver the stabilization required to fuel our plan into the future. We also continue to invest in our people and in the skills needed to support our future aims and to retain our talent by remaining an attractive place to work.

Current wording

We continue to optimize and improve our infrastructure – through ongoing systems consolidations and migrations, improving process workflows, leveraging evolving technology, and ensuring we have the synergy across the organization expected to deliver the stabilization required to fuel our plan into the future. We also continue to invest in our people and in the skills needed to support our future aims and to retain our talent by remaining an attractive place to work.

Previous wording

Expand reach with our customer segments

Current wording

Expand reach and engagement with our customer segments

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 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.

Current wording

We believe that a key to our ongoing growth is expanding our base – including clients in our DMS segment and audience in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base.

Previous 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.

Current wording

We are exposed to potential increases in interest rates associated with our 2029 Term Loan Facility, which as of March 31, 2025, accounted for approximately 75% of our outstanding debt, 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 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.

Current wording

Environmental, Social and Governance ("ESG") Initiatives

Previous wording

As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities. We are dedicated to ensuring that we have mindful and ethical business practices that positively impact our world. In early 2024, we published our 2024 ESG Report detailing the progress we made on our U.N. Sustainable Development Goals ("U.N. SDGs") that include Reduced Inequalities, Climate Action, and Peace, Justice and Strong Institutions. The 2024 ESG Report included noteworthy highlights such as improving our workplace diversity, expanding our systems infrastructure to provide Scope 1 and Scope 2 emissions for our global carbon footprint, and reducing the number of manufacturing facilities.

Current wording

As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities. We are dedicated to ensuring that we have mindful and ethical business practices that positively impact our world. In 2024, wesuccessfully completed climate disclosure project questionnaires for climate change and forests and strive to minimize our environmental impact through responsible business practices for sourcing, consumption, and waste.

Previous wording

We are committed to ensuring our coverage is widely available, actively promoted across our media sites and marketed to our millions of registered users. In January 2024, we published our network-wide 2023 Journalism Impact Report, which highlighted what we believe are the most influential articles we produced in 2023 and covers topics such as coverage on ID&E, as well as climate change. We are committed to the ongoing publishing of an annual network-wide Journalism Impact Report, which surfaces the top stories we produced that led to action.

Current wording

We are committed to ensuring our coverage is widely available, actively promoted across our media sites and marketed to our millions of registered users. In January 2025, we published our network-wide 2024 Journalism Impact Report, which highlighted what we believe are the most influential articles we produced in 2024 and covers topics such as public health and safety, political accountability, and education and youth. We are committed to the ongoing publishing of an annual network-wide Journalism Impact Report, which surfaces the top stories we produced that led to action.

Previous 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.

Current wording

(a) Amounts are net of intersegment eliminations of $34.5 million and $38.8 million for the three months ended March 31, 2025 and 2024, respectively, which 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

Digital revenues are primarily derived from digital advertising offerings such as classified advertisements and display advertisements run on our platforms as well as third-party sites, digital marketing services generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions, digital distribution of our publications, as well as digital syndication, affiliate, partnership, and licensing revenues.

Current wording

Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions, classified advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our publications, as well as digital content syndication, affiliate and content partnerships, and licensing revenues.

Previous wording

•Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations;

Current wording

•Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual restructuring programs, designed primarily to right-size our employee base, consolidate facilities and improve operations;

Previous 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.

Current wording

Interest expense: For the three months ended March 31, 2025, Interest expense was $26.1 million compared to $26.6 million for the three months ended March 31, 2024. The decrease for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, was mainly driven by a lower debt balance.

Previous wording

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 wording

Loss (gain) on early extinguishment of debt: For the three months ended March 31, 2025, we recognized a net loss on the early extinguishment of debt of $1.3 million related to prepayments made on our 2029 Term Loan Facility, and for the three months ended March 31, 2024, we recognized a net gain of $0.6 million, related to repurchases of our previous $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes") and prepayments made on our previous five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan").

Previous 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.

Current wording

Non-operating pension income: For the three months ended March 31, 2025, Non-operating pension income was $1.9 million compared to $3.1 million for the three months ended March 31, 2024. The decrease in Non-operating pension income for the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to lower expected return on assets and actuarial losses.

Previous wording

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

Current wording

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

Previous 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.

Current wording

The benefit for income taxes for the three months ended March 31, 2025, was primarily driven by the pre-tax book loss and the release of valuation allowances on capital loss carryforwards associated with the sale of the Statesman. These benefits were partially offset by the global intangible low-taxed income inclusion and an increase in valuation allowances on non-deductible U.S. interest expense carryforwards. The benefit was calculated using an estimated annual effective tax rate of 53.0%. The estimated annual effective tax rate before discrete items is principally impacted by the projected full year pre-tax book income, the global intangible low-taxed income inclusion and the increase in valuation allowances on non-deductible U.S. interest expense carryforwards, partially offset by the release of valuation allowances on capital loss carryforwards associated with the sale of the Statesman. The estimated annual effective tax rate is based on the projected tax expense for the full year.

Previous 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%.

Current wording

The provision for income taxes for the three months ended March 31, 2024, was mainly driven by the pre-tax book loss, the increase in valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion and state tax expense. The provision was calculated using the estimated annual effective tax rate of negative 11.1%.

Previous 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.

Current wording

For the three months ended March 31, 2025, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $7.3 million and $0.05, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $84.8 million and $0.60, respectively, for the three months ended March 31, 2024. The change for the three months ended March 31, 2025, compared to the same period in the prior year reflects the various items discussed above.

Previous 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.

Current wording

For the three months ended March 31, 2025, Digital marketing services revenues decreased compared to the three months ended March 31, 2024, primarily due to a decrease in client count as well as the absence of revenues in 2025 of $0.9 million associated with a business divested.

Previous 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.

Current wording

For the three months ended March 31, 2025, Print advertising revenues decreased compared to the three months ended March 31, 2024, primarily due to lower spend on classified advertisements, mainly associated with obituary, legal, and employment notifications, and a decrease in local print display advertisements and advertiser inserts, mainly due to a reduction in spend from customers driven by macroeconomic factors, partially offset by an increase in national print display advertisements. In addition, the decrease in Print advertising revenues for the three months ended March 31, 2025 reflected the absence of revenues in 2025 of $1.2 million associated with businesses divested.

Previous 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.

Current wording

For the three months ended March 31, 2025, Commercial and other revenues decreased compared to the three months ended March 31, 2024, primarily due to a decrease in commercial print and delivery revenues, mainly driven by the decline in production volume. In addition, the decrease in Commercial and other revenues for the three months ended March 31, 2025 reflected the absence of revenues in 2025 of $6.8 million associated with businesses divested, of which $4.7 million related to commercial print and delivery revenues.

Previous 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.

Current wording

For the three months ended March 31, 2025, Newsprint and ink costs decreased compared to the three months ended March 31, 2024, primarily due to lower volume due to the decline in revenues, as well as lower costs related to the absence of revenues in 2025 associated with businesses divested.

Previous 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.

Current wording

For the three months ended March 31, 2025, Distribution costs decreased compared to the three months ended March 31, 2024, primarily due to a decrease of approximately $10.1 million associated with lower home delivery and single copy revenues, and the conversion to mail and route optimization in multiple markets.

Previous 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.

Current wording

For the three months ended March 31, 2025, Compensation and benefits costs decreased compared to the three months ended March 31, 2024, primarily due to a decrease in headcount tied to ongoing cost control initiatives, including the impact of businesses divested of $3.4 million, facility closures and the conversion to mail delivery in multiple markets.

Previous 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.

Current wording

For the three months ended March 31, 2025, 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 months ended March 31, 2024, primarily due to a decrease in news and editorial expenses of $5.1 million, mainly due to the cease-use of certain licensed content and the impact of businesses divested, a decrease in third-party media fees of approximately $3.2 million, a decrease in outside printing costs of $1.1 million, and a decrease in event related expenses of approximately $0.8 million, mainly due to the impact of businesses divested.

Previous 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.

Current wording

For the three months ended March 31, 2025, Other costs decreased compared to the three months ended March 31, 2024, primarily due to lower facility related expenses of approximately $4.7 million, mainly associated with facility closures, as well as lower miscellaneous expenses of approximately $2.8 million, mainly related to lower content costs, and lower promotion costs of approximately $2.4 million.

Previous 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.

Current wording

For the three months ended March 31, 2025, Outside services and other costs, which include services fulfilled by third parties, increased compared to the three months ended March 31, 2024, primarily due to higher miscellaneous expenses of approximately $0.4 million, including higher professional services fees, partially offset by lower technology and promotion costs.

Previous wording

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 wording

For the three months ended March 31, 2025, we recognized a net gain on the sale of assets of $20.7 million, primarily related to a gain of $20.8 million recognized related to the sale of the Statesman. For the three months ended March 31, 2024, we recognized a net loss on the sale of assets of $0.9 million, primarily related to sales of production facilities as part of our plan to monetize non-strategic assets.

Previous 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.

Current wording

For the three months ended March 31, 2025, the decrease in Domestic Gannett Media segment Adjusted EBITDA compared to the three months ended March 31, 2024, was primarily attributable to the changes discussed above.

Previous 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.

Current wording

(a) For the three months ended March 31, 2025 and 2024, included Commercial printing revenues of $2.4 million and $2.5 million, respectively.