Gannett Co., Inc.
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
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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.
Jun 30, 2025 · Filed Jul 31, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0001579684-25-000032
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001579684-25-000064
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 174 previous paragraphs and 150 current paragraphs.
58 unchanged; 56 reworded; 35 added; 55 removed; 5 previous and 1 current paragraphs rearranged.
Tables are not compared: 21 previous and 18 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 (35)
Current report
Reclassifications
Current report
Certain reclassifications have been made to the prior periods unaudited condensed consolidated financial statements to conform to classifications used in the current periods. These reclassifications did not impact net loss, shareholders' equity or cash flows as previously reported.
Current report
Detroit Joint Operating Agreement
Current report
One of our Domestic Gannett Media subsidiaries is a party to a partnership which is subject to and operates under a joint operating agreement ("JOA"). Under the JOA, the partnership performs the production, sales, distribution, and back-office functions for our subsidiary and the publisher of another publication. During the second quarter of 2025, the parties have agreed not to renew the JOA, and as a result, it will end in December 2025.
Current report
Recently Enacted U.S. Tax Legislation
Current report
On July 4, 2025, the President signed into law H.R. 1, titled the "One Big Beautiful Bill Act," which introduces significant tax law changes with varying effective dates for businesses. Key provisions applicable to us include the reinstatement of EBITDA, rather than EBIT, in determining adjusted taxable income under Section 163(j), the immediate expensing of domestic research and experimentation expenditures, and the extension of 100% bonus depreciation for qualified property placed in service after January 19, 2025. The legislation also makes changes to the Global Intangible Low-Taxed Income regime, including an increase in the effective tax rate and modifications to the calculation of tested income. As the act was signed into law in the third quarter, any changes are not included in the calculation of the second quarter tax provision. We are currently evaluating the new legislation and assessing the impact on the condensed consolidated financial statements.
Current report
(b)Included Commercial printing and delivery revenues of $31.3 million and $39.8 million for the three months ended June 30, 2025 and 2024, respectively, and $63.5 million and $82.9 million for the six months ended June 30, 2025 and 2024, respectively.
Current report
(c)Other (income) expense, net primarily reflects expert fees associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes, (gains) losses from the sale of investments and third-party debt costs.
Current report
For the three and six months ended June 30, 2024, we recognized net losses on the sale of assets of $0.2 million and $0.8 million, respectively, as part of our continued plan to monetize non-strategic assets.
Current report
Interest expense
Current report
For the three and six months ended June 30, 2025, we recognized net losses on the early extinguishment of debt of $0.2 million and $1.5 million, respectively, primarily related to prepayments made on our 2029 Term Loan Facility.
Current report
Non-operating pension income
Current report
Other (income) expense, net
Current report
A summary of Other (income) expense, net is presented below:
Current report
(a) Primarily includes consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.
Current report
Benefit for income taxes
Current report
NM - not meaningful.
Current report
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%.
Current report
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 report
The Company evaluates the performance of its segments based on financial measures such as revenues and Segment Adjusted EBITDA (defined below). The Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, uses Segment Adjusted EBITDA to evaluate the performance of our segments and allocate resources. Segment Adjusted EBITDA provides an assessment of controllable expenses and affords the CODM the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.
Current report
Management considers Segment Adjusted EBITDA to be an important metric to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items that we do not believe are indicative of each segment's core operating performance.
Current report
We define Segment Adjusted EBITDA as revenues less (1) operating costs and (2) selling, general and administrative expenses, plus (3) equity (income) loss in unconsolidated investees, net.
Current report
Non-GAAP Measure
Current report
Total Adjusted EBITDA is defined as Segment Adjusted EBITDA plus Corporate.
Current report
Reconciliation of Total Adjusted EBITDA to Net income (loss) attributable to Gannett
Current report
(a)Integration and reorganization costs mainly reflect severance-related expenses and other reorganization-related costs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations.
Current report
(b)Other (income) expense, net primarily reflects expert fees associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes, (gains) losses from the sale of investments and third-party debt costs.
Current report
(a) Included Commercial printing and delivery revenues of $28.7 million and $37.3 million for the three months ended June 30, 2025 and 2024, respectively, and $58.6 million and $77.8 million for the six months ended June 30, 2025 and 2024, respectively.
Current report
For the three and six months ended June 30, 2025, Digital advertising revenues increased compared to the three and six months ended June 30, 2024, primarily due to an increase in national revenues, including programmatic and sponsored link revenue, partially offset by a decrease in local revenues and lower classified advertising spend. For the three and six months ended June 30, 2025, the increase in Digital advertising revenues was offset by the absence of revenues in 2025 of $1.1 million and $1.6 million, respectively, associated with businesses divested.
Current report
For the three and six months ended June 30, 2025, Digital-only subscription revenues decreased compared to the three and six months ended June 30, 2024, primarily driven by a decrease in digital-only paid subscriptions, partially offset by an increase in rates. In addition, the decrease in Digital-only subscription revenues for the three and six months ended June 30, 2025 reflected the absence of revenues in 2025 of $1.2 million and $1.7 million, respectively, associated with businesses divested. Refer to "Key Performance Indicators" below for further discussion of digital-only paid subscriptions.
Current report
(a) Included Commercial printing and delivery revenues of $2.6 million for each of the three months ended June 30, 2025 and 2024, and $5.0 million and $5.1 million for the six months ended June 30, 2025 and 2024, respectively.
Current report
For the three and six months ended June 30, 2025, Compensation and benefits costs increased compared to the three and six months ended June 30, 2024, primarily driven by an increase in payroll expenses due to a higher minimum wage and employer taxes.
Current report
For the three and six months ended June 30, 2025, Compensation and benefits costs decreased compared to the three and six months ended June 30, 2024, primarily due to a decline in payroll expenses driven by headcount reductions.
Current report
For the three and six months ended June 30, 2025, Compensation and benefits costs decreased compared to the three and six months ended June 30, 2024, primarily due to a decline in payroll expense driven by headcount reductions.
Current report
For the six months ended June 30, 2025, Outside services and other costs decreased compared to the six months ended June 30, 2024, primarily due to lower promotion costs, partially offset by higher bad debt expense of $0.8 million.
Removed paragraphs (55)
Previous report
Debt repurchase
Previous report
Sale of the Statesman
Previous report
On February 28, 2025, we completed our sale of the Austin American-Statesman (the "Statesman") to Hearst Corporation. As a result of the sale, we recognized a pre-tax gain of approximately $20.8 million, net of selling expenses, which is included in (Gain) loss on sale or disposal of assets, net on the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2025.
Previous report
Certain Matters Affecting Comparability
Previous report
The following items affect period-over-period comparisons and will continue to affect period-over-period comparisons for future results:
Previous report
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 report
Strategy
Previous report
We are committed to inspiring, informing and connecting audiences as a sustainable, growth-focused media and digital marketing solutions company. Our strategy is rooted in three operating pillars: (i) expanding our reach and engagement, (ii) diversifying our digital revenues, and (iii) strengthening our capital structure, all supported by what we believe is a stable and increasingly agile foundation which we continue to optimize as the business and industry evolves. We believe our strategy will allow us to continue our evolution to a sustainable, growth-focused media and digital marketing solutions company.
Previous report
Foundation for ongoing growth
Previous report
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 report
Three operating pillars
Previous report
Expand reach and engagement with our customer segments
Previous report
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 report
As of December 31, 2024, we have built one of the largest digital audiences in the U.S. media sector, both locally and nationally. For both the Domestic Gannett Media and Newsquest segments, we seek to continue to strengthen the connection with our audience by providing relevant content and expanded offerings that resonate with our readers. We believe a scaled, engaged audience is the catalyst for creating diversified, predictable, and repeatable digital revenues.
Previous report
In our DMS segment, we seek to enhance our customer acquisition efforts by targeting client profiles and broadening our product portfolio. By capitalizing on our domain expertise, we aim to grow our addressable market and provide comprehensive solutions that meet the evolving needs of our clients.
Previous report
Diversify digital revenues
Previous report
We expect to continue to expand the ways that we grow digital revenues through creating a diverse portfolio of meaningful digital revenue streams and employing a holistic monetization strategy that maximizes revenue opportunities across the spectrum and tailors such opportunities based on individual consumer habits.
Previous report
Our strategy aims to allow us to more fully monetize the numerous visitors to our digital platforms, approximately 195 million unique monthly visitors during the first quarter of 2025 (as measured by © 2024 Comscore, Media Metrix (March 2025), Desktop + Mobile and Adobe Analytics), capitalizing on every interaction. Each interaction is an opportunity to present a digital advertising offering, a digital-only subscription, an e-commerce opportunity, or to reach consumers more broadly who access our content via our paid syndication partners. By optimizing our interactions with readers, we aim to fully leverage our digital portfolio of products and maximize the overall revenue opportunity while providing each consumer with a meaningful experience.
Previous report
Likewise, our digital marketing solutions business is focused on optimizing and expanding our core digital marketing services products and solutions while enhancing our portfolio with an Artificial Intelligence ("AI") powered software solution, which we expect to increase our addressable market, improve retention, and increase Core platform revenues. Refer to "Key Performance Indicators" below for further discussion of Core platform revenues.
Previous report
Strengthen our capital structure
Previous report
We remain focused on reducing debt, generating consistent cash flow, and creating flexibility to reinvest in growth initiatives. We believe this disciplined approach supports our ability to innovate and adapt while ensuring long-term financial health.
Previous report
Environmental, Social and Governance ("ESG") Initiatives
Previous report
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 report
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 report
(b)For the three months ended March 31, 2025 and 2024, included Commercial printing and delivery revenues of $32.2 million and $43.1 million, respectively.
Previous report
Operating expenses consist primarily of the following:
Previous report
•Depreciation and amortization;
Previous report
•Impairment charges, including costs incurred related to goodwill, intangible assets and property, plant, and equipment;
Previous report
•Other operating expenses, including third-party debt expenses as well as acquisition-related costs.
Previous report
Non-operating expenses (income)
Previous report
(Benefit) provision for income taxes
Previous report
(a) For the three months ended March 31, 2025 and 2024, included Commercial printing and delivery revenues of $29.8 million and $40.5 million, respectively.
Previous report
For the three months ended March 31, 2025, Depreciation and amortization expense increased compared to the three months ended March 31, 2024, primarily due to an increase in accelerated depreciation mainly driven by facility closures, partially offset by a decrease in amortization, mainly due to the absence of intangible assets associated with businesses divested.
Previous report
For the three months ended March 31, 2025, Integration and reorganization costs decreased compared to the three months ended March 31, 2024, due to a decrease in other reorganization-related costs of $11.6 million, mainly due to the absence of $9.7 million which was expensed as of the cease-use date in the first quarter of 2024 related to certain licensed content, and to a lesser extent 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 report
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 report
Domestic Gannett Media segment Adjusted EBITDA
Previous report
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 report
(a) For the three months ended March 31, 2025 and 2024, included Commercial printing revenues of $2.4 million and $2.5 million, respectively.
Previous report
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 lower payroll expense.
Previous report
Newsquest segment Adjusted EBITDA
Showing the first 40 of 55 passages. Open the source sections for the rest.
Reworded paragraphs (56)
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 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.
Current wording
We report in three segments: Domestic Gannett Media, Newsquest and Digital Marketing Solutions ("DMS"). We also have a Corporate category that includes activities not directly attributable to a specific reportable segment and includes expenses associated with broad corporate functions. 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
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.
Current wording
We are exposed to potential increases in interest rates associated with our $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), which as of June 30, 2025, accounted for approximately 76% 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
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.
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 and New Zealand. 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 and six months ended June 30, 2025, foreign currency exchange rate fluctuations had a favorable impact on our revenues and profitability.
Previous wording
Refer to Segment results below for a discussion of the results of operations by segment.
Current wording
A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by segment.
Previous 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.
Current wording
(a) Amounts are net of intersegment eliminations of $34.8 million and $38.4 million for the three months ended June 30, 2025 and 2024, respectively, and $69.3 million and $77.2 million for the six months ended June 30, 2025 and 2024, 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
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.
Current wording
For the three and six months ended June 30, 2025, we incurred Integration and reorganization costs of $12.3 million and $21.8 million, respectively. Of the total costs incurred, $8.2 million and $14.4 million, respectively, were related to severance activities and $4.1 million and $7.5 million, respectively, were related to other reorganization-related costs, mainly due to costs associated with improving operations and consolidating facilities. In addition, for the six months ended June 30, 2025, Other reorganization-related costs included $2.1 million, due to costs related to the departure of the Company's former Chief Financial Officer, 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 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.
Current 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.
Previous wording
For the three months ended March 31, 2025, we recorded an impairment charge of approximately $1.9 million, primarily related to our continued plan to divest non-strategic assets.
Current wording
For the three and six months ended June 30, 2025, we recorded an impairment charge of approximately $0.2 million and $2.1 million, respectively, primarily related to our continued plan to divest non-strategic assets.
Previous 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.
Current 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.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, we recognized net gains on the sale of assets of $1.6 million and $22.3 million, respectively. For the six months ended June 30, 2025, the gain was primarily related to a gain of $20.8 million recognized on the sale of the Austin American-Statesman (the "Statesman") to Hearst Corporation at the Domestic Gannett Media segment.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, Interest expense was $24.4 million and $50.5 million, respectively, compared to $26.3 million and $52.8 million for the three and six months ended June 30, 2024, respectively. For the three and six months ended June 30, 2025, interest expense decreased compared to the three and six months ended June 30, 2024, mainly due to a lower debt balance.
Previous 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").
Current wording
For the three months ended June 30, 2024, we recognized a net loss of $0.1 million, and for the six months ended June 30, 2024, we recognized a net gain of $0.5 million. The Loss (gain) on early extinguishment of debt for the three and six months ended June 30, 2024 was primarily 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 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.
Current wording
For the three and six months ended June 30, 2025, Non-operating pension income was $2.0 million and $3.9 million, respectively, compared to $3.1 million and $6.3 million for the three and six months ended June 30, 2024, respectively. The decrease in Non-operating pension income for the three and six months ended June 30, 2025, compared to the same periods in 2024, was primarily due to lower expected return on assets.
Previous wording
The (benefit) provision for income taxes is calculated by applying the projected annual effective tax rate for the year to the current period income or loss before tax plus the tax effect of any significant or unusual items (discrete events), and changes in tax laws.
Current wording
The (benefit) provision for income taxes is calculated by applying the projected annual effective tax rate for the year to the current period's income or loss before tax, adjusted for the tax effects of any significant or unusual items (discrete events) and changes in tax laws.
Previous 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.
Current wording
The benefit for income taxes for the three months ended June 30, 2025, was primarily driven by an increase in the estimated annual effective tax rate, resulting from a decrease in full year net income before tax forecasts used in the second quarter of 2025. This benefit was partially offset by increases in valuation allowances on non-deductible U.S. interest expense, the global intangible low taxed income inclusion, and foreign tax expense. The benefit was calculated using an estimated annual effective tax rate of 403.1%. Excluding discrete items, the estimated annual effective tax rate was principally impacted by the increase in valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion and foreign tax expense, partially offset by the release of valuation allowances on capital loss carryforwards associated with the sale of the Statesman, which occurred in the first quarter of 2025. The estimated annual effective tax rate reflects the projected tax expense for the full year.
Previous 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%.
Current wording
The benefit for income taxes for the six months ended June 30, 2025, was mainly 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 increase in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion.
Previous wording
Net loss attributable to Gannett and diluted loss per share attributable to Gannett
Current wording
Net income (loss) attributable to Gannett and diluted income (loss) per share attributable to Gannett
Previous 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.
Current wording
For the three months ended June 30, 2025, Net income attributable to Gannett and diluted income per share attributable to Gannett were $78.4 million and $0.42, respectively, compared to Net income attributable to Gannett and diluted income per share attributable to Gannett of $13.7 million and $0.09, respectively, for the three months ended June 30, 2024. For the six months ended June 30, 2025, Net income attributable to Gannett and diluted income per share attributable to Gannett were $71.1 million and $0.40, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $71.0 million and $0.50, respectively, for the six months ended June 30, 2024. The change for the three and six months ended June 30, 2025, compared to the same periods in the prior year reflects the various items discussed above.
Previous wording
We define Adjusted EBITDA as Net income (loss) attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Third-party debt expenses and acquisition costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, (13) Other non-operating (income) expense, net, and (14) Non-recurring items. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues.
Current wording
Segment Adjusted EBITDA also does not include: (1) Income tax expense (benefit), (2) Noncontrolling interest, (3) Interest expense, (4) Gains or losses on the early extinguishment of debt, (5) Non-operating pension income, (6) Loss on convertible notes derivative, (7) Depreciation and amortization, (8) Integration and reorganization costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation expense, and (13) Other (income) expense, net.
Previous wording
A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("U.S. GAAP") measure.
Current wording
Total Adjusted EBITDA is a non-GAAP financial performance measure we believe offers a useful view of the overall operation of our business, and may be different than similarly-titled measures used by other companies. A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("U.S. GAAP") measure.
Previous wording
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools. They should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings. Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA and Adjusted EBITDA margin and using these non-GAAP financial measures as compared to U.S. GAAP net income (loss) include: the exclusion of the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which are items that may significantly affect our financial results.
Current wording
Total Adjusted EBITDA has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings. Material limitations in making the adjustments to our earnings to calculate Total Adjusted EBITDA and using this non-GAAP financial measure as compared to U.S. GAAP net income (loss) include: the exclusion of the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which are items that may significantly affect our financial results.
Previous wording
Management believes these items are important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial performance measures to supplement our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.
Current wording
Management believes Total Adjusted EBITDA is important in evaluating our performance, results of operations, and financial position. We use this non-GAAP financial performance measure to supplement our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.
Previous wording
Adjusted EBITDA and Adjusted EBITDA margin are not alternatives to net income (loss), margin, or any other measure of performance or liquidity derived in accordance with U.S. GAAP. As such, they should not be considered or relied upon as substitutes or alternatives for any such U.S. GAAP financial measures. We strongly urge you to review the reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA and Adjusted EBITDA margin along with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We also strongly urge you not to rely on any single financial performance measure to evaluate our business. In addition, because Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under U.S. GAAP and are susceptible to varying calculations, the Adjusted EBITDA and Adjusted EBITDA margin measures as presented in this report may differ from and may not be comparable to similarly titled measures used by other companies.
Current wording
Total Adjusted EBITDA is not an alternative to Net income (loss) attributable to Gannett, or any other measure of performance derived in accordance with U.S. GAAP, and as such, should not be considered or relied upon as a substitute or alternatives for any such U.S. GAAP financial measure. We strongly urge you to review the reconciliation of Total Adjusted EBITDA to Net income (loss) attributable to Gannett along with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We also strongly urge you not to rely on any single financial performance measure to evaluate our business. In addition, because Total Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and is susceptible to varying calculations, the Total Adjusted EBITDA measure as presented in this report may differ from and may not be comparable to similarly titled measures used by other companies.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, Digital marketing services revenues decreased compared to the three and six months ended June 30, 2024, primarily due to a decrease in client count. In addition, the decrease in Digital marketing services revenues for the three and six months ended June 30, 2025 reflected the absence of revenues in 2025 of $1.7 million and $2.6 million, respectively, associated with businesses divested.
Previous wording
For the three months ended March 31, 2025, Digital other revenues decreased compared to the three months ended March 31, 2024, primarily due to a decrease in affiliate and partnership revenues, mainly due to the reversal of revenues, as well as the absence of revenues in 2025 of $5.2 million associated with businesses divested, partially offset by an increase in syndication revenues.
Current wording
For the three and six months ended June 30, 2025, Digital other revenues decreased compared to the three and six months ended June 30, 2024, primarily due to the absence of revenues in 2025 of $4.7 million and $9.9 million, respectively, associated with businesses divested, as well as a decrease in affiliate and partnership revenues, mainly due to the termination and amendment of various affiliate agreements.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, Print advertising revenues decreased compared to the three and six months ended June 30, 2024, primarily due to a decrease in local print display advertisements, a decrease in advertiser inserts, and lower spend on classified advertisements, partially offset by an increase in national print display advertisements. In addition, the decrease in Print advertising revenues for the three and six months ended June 30, 2025 reflected the absence of revenues in 2025 of $2.7 million and $3.9 million, respectively, associated with businesses divested.
Previous wording
For the three months ended March 31, 2025, Print circulation revenues decreased compared to the three months ended March 31, 2024, primarily due to a decline in home delivery, and to a lesser extent single copy revenues as a result of a reduction in the volume of subscribers, partially offset by an increase in rates. In addition, the decrease in Print circulation revenues for the three months ended March 31, 2025 reflected the absence of revenues in 2025 of $1.1 million associated with businesses divested.
Current wording
For the three and six months ended June 30, 2025, Print circulation revenues decreased compared to the three and six months ended June 30, 2024, primarily due to a decline in home delivery, and to a lesser extent single copy revenues as a result of a reduction in the volume of subscribers, partially offset by an increase in rates. In addition, the decrease in Print circulation revenues for the three and six months ended June 30, 2025 reflected the absence of revenues in 2025 of $2.6 million and $3.7 million, respectively, associated with businesses divested.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, Commercial and other revenues decreased compared to the three and six months ended June 30, 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 and six months ended June 30, 2025 reflected the absence of revenues in 2025 of $6.6 million and $13.4 million, respectively, associated with businesses divested, of which $4.0 million and $8.7 million, respectively, related to commercial print and delivery revenues.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, Newsprint and ink costs decreased compared to the three and six months ended June 30, 2024, primarily due to lower volume driven by 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 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.
Current wording
For the three and six months ended June 30, 2025, Distribution costs decreased compared to the three and six months ended June 30, 2024, primarily due to a decrease of approximately $5.5 million and $15.6 million, respectively, associated with lower home delivery and single copy revenues, the conversion to mail and route optimization in multiple markets, including the impact of businesses divested of $1.4 million and $2.0 million, respectively, as well as a decrease in postage costs of $1.8 million and $1.7 million, respectively, including the impact of businesses divested of $1.0 million and $2.1 million, respectively.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, Compensation and benefits costs decreased compared to the three and six months ended June 30, 2024, primarily due to a decrease in headcount tied to ongoing cost control initiatives, the impact of businesses divested of $3.9 million and $7.3 million, respectively, facility closures and the conversion to mail delivery in multiple markets.
Previous 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.
Current wording
For the three and six months ended June 30, 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 and six months ended June 30, 2024, primarily due to a decrease in news and editorial expenses of $2.4 million and $7.5 million, respectively, 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 $0.5 million and $3.7 million, respectively, a decrease in outside printing costs of $1.9 million and $3.0 million, respectively, and a decrease in event related expenses of approximately $0.9 million and $1.7 million, respectively, mainly due to the impact of businesses divested.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, Other costs decreased compared to the three and six months ended June 30, 2024, primarily due to lower facility related expenses of approximately $5.2 million and $9.8 million, respectively, mainly associated with facility closures, and lower promotion costs of approximately $1.5 million and $4.0 million, respectively.
Previous 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 decline in payroll expenses of $2.9 million, driven by lower commissions related to revenue and decrease in headcount tied to ongoing cost control initiatives, including the impact of businesses divested, partially offset by higher employee benefit costs.
Current wording
For the three and six months ended June 30, 2025, Compensation and benefits costs decreased compared to the three and six months ended June 30, 2024, primarily due to a decline in payroll expenses of $4.3 million and $7.2 million, respectively, mainly due to a decrease in headcount tied to ongoing cost control initiatives, the impact of businesses divested and lower commissions related to revenue, as well as lower employee benefit costs of $2.4 million and $1.0 million, respectively.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, Outside services and other costs, which include services fulfilled by third parties, decreased compared to the three and six months ended June 30, 2024, primarily due to lower expenses, including promotion and technology costs.
Previous wording
For the three months ended March 31, 2025, Digital advertising revenues decreased compared to the three months ended March 31, 2024, primarily due to a decrease in national and local display revenues as well as lower spend on employment notifications.
Current wording
For the three and six months ended June 30, 2025, Digital advertising revenues decreased compared to the three and six months ended June 30, 2024, primarily due to a decrease in national and local display revenues as well as lower spend on classified advertisements.
Previous wording
For the three months ended March 31, 2025, Digital-only subscription revenues increased compared to the three months ended March 31, 2024, primarily driven by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-only paid subscriptions.
Current wording
For the three and six months ended June 30, 2025, Digital-only subscription revenues increased compared to the three and six months ended June 30, 2024, primarily driven by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-only paid subscriptions.
Previous wording
For the three months ended March 31, 2025, Integration and reorganization costs increased compared to the three months ended March 31, 2024, primarily due to an increase in severance costs of $1.1 million.
Current wording
For the three and six months ended June 30, 2025, Digital other revenues increased compared to the three and six months ended June 30, 2024, primarily due to an increase in syndication revenues.
Previous 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 a decrease in national and local print display advertisements, as well as lower spend on classified advertisements.
Current wording
For the three and six months ended June 30, 2025, Print advertising revenues decreased compared to the three and six months ended June 30, 2024, primarily due to a decrease in national and local print display advertisements, partially offset by higher spend on classified advertisements.
Previous wording
For the three months ended March 31, 2025, Print circulation revenues decreased compared to the three months ended March 31, 2024, primarily due to a decline in the volume of subscribers, partially offset by an increase in rates.
Current wording
For the six months ended June 30, 2025, Print circulation revenues decreased compared to the six months ended June 30, 2024, primarily due to a decline in single copy volume, partially offset by an increase in rates.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Loss (gain) on early extinguishment of debt
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
A summary of our consolidated results is presented below:
Previous report — wording carried elsewhere
•Gains or losses on the sale or disposal of assets; and
Previous report — wording carried elsewhere
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 associated with the decline in print circulation revenues.
Previous report — wording carried elsewhere
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 lower third-party media fees associated with the decline in revenues.
Previous report — wording carried elsewhere
For the three months ended March 31, 2025, we recorded an impairment charge of approximately $1.0 million primarily related to our continued plan to divest non-strategic assets.