USA TODAY Co., Inc.
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
View on SEC.govAbout this filing
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.
Mar 31, 2026 · Filed Apr 30, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001579684-25-000077
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001579684-26-000033
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 142 previous paragraphs and 136 current paragraphs.
51 unchanged; 63 reworded; 17 added; 27 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 18 previous and 19 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 (17)
Current report
Industry trends
Current report
•Shortages of newsprint have resulted in price volatility, and we have experienced and expect continued price increases in 2026.
Current report
Recent developments
Current report
On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group (the "Detroit News Transaction"). Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with incremental debt financing under our $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility") in an aggregate principal amount equal to $15.0 million from funds managed by affiliates of Apollo Global Management Inc. As part of the financing, certain terms of our 2029 Term Loan Facility, as described in Note 6 — Debt in the notes to the condensed consolidated financial statements, were amended. The Detroit News Transaction was accounted for as an equity transaction as we retained control of the business both before and after the transfer. Accordingly, no gain or loss or step-up in basis was recognized in the condensed consolidated statements of operations and comprehensive income (loss).
Current report
(b)Included Commercial printing and delivery revenues of $28.7 million and $32.2 million for the three months ended March 31, 2026 and 2025, respectively.
Current report
The provision for income taxes for the three months ended March 31, 2026, was primarily driven by pre-tax book income and the global intangible low-taxed income inclusion, partially offset by the generation of research and development credits and excess tax benefits related to share-based compensation. The provision was calculated using an estimated annual effective tax rate of 36.2%. 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 state tax expense, partially offset by the generation of the research and development credit. The estimated annual effective tax rate is based on the projected tax expense for the full year.
Current report
Segment Adjusted EBITDA
Current report
USA TODAY Media segment
Current report
A summary of our USA TODAY Media segment results is presented below:
Current report
(a) Included Commercial printing and delivery revenues of $26.3 million and $29.8 million for the three months ended March 31, 2026 and 2025, respectively.
Current report
(a) Included Commercial printing and delivery revenues of $2.5 million and $2.4 million for the three months ended March 31, 2026 and 2025, respectively.
Current report
For the three months ended March 31, 2026, Digital advertising revenues increased compared to the three months ended March 31, 2025, primarily due to the positive impact of foreign currency exchange rate fluctuations of $0.8 million.
Current report
For the three months ended March 31, 2026, Print advertising revenues increased compared to the three months ended March 31, 2025, primarily due to the positive impact of foreign currency exchange rate fluctuations of $1.2 million, partially offset by a decline in print display revenues and classified advertisement spend.
Current report
For the three months ended March 31, 2026, Print circulation revenues increased compared to the three months ended March 31, 2025, due to the positive impact of foreign currency exchange rate fluctuations of $1.1 million.
Current report
LocaliQ segment
Current report
A summary of our LocaliQ segment results is presented below:
Current report
On January 23, 2026, the 2029 Term Loan Facility was amended (the "2029 Term Loan Amendment") in connection with the Detroit News Transaction completed on January 31, 2026.
Removed paragraphs (27)
Previous report
Business trends
Previous report
Recently enacted U.S. tax legislation
Previous report
(b)Included Commercial printing and delivery revenues of $29.2 million and $35.4 million for the three months ended September 30, 2025 and 2024, respectively, and $92.8 million and $118.3 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous report
For the three and nine months ended September 30, 2024, we incurred Integration and reorganization costs of $17.3 million and $55.0 million, respectively, including $4.4 million and $14.1 million, respectively, related to severance activities and $12.9 million and $40.9 million, respectively, related to other reorganization-related costs. For the three and nine months ended September 30, 2024, other reorganization-related costs included $10.0 million and $19.9 million, respectively, related to withdrawal liabilities which were expensed as a result of ceasing contributions to multiemployer pension plans, as well as costs for consolidating operations, and for the nine months ended September 30, 2024 also included $9.7 million expensed as of the cease-use date related to certain licensed content.
Previous report
Asset impairments
Previous report
For the nine months ended September 30, 2025, we recorded impairment charges of approximately $2.1 million primarily related to our continued plan to divest non-strategic assets.
Previous report
For the three and nine months ended September 30, 2024, we recorded impairment charges of approximately $0.1 million and $46.1 million, respectively. For the nine months ended September 30, 2024, the asset impairment was primarily due to the impairment charge of approximately $46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.
Previous report
(a)Primarily includes consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.
Previous report
The provision for income taxes for the three months ended September 30, 2025, was primarily driven by a decrease in the estimated annual effective tax rate, resulting from a decrease in the change in valuation allowance due to U.S. tax legislation changes on the business interest expense limitation. The provision was calculated using an estimated annual effective tax rate of 172.8%. Excluding discrete items, the estimated annual effective tax rate was principally impacted by the global intangible low-taxed income inclusion and foreign tax expense, partially offset by the decrease in valuation allowances on non-deductible U.S. interest expense carryforwards and the release of valuation allowances on capital loss carryforwards associated with (i) the sale of the Statesman in the first quarter of 2025, and (ii) an investment disposition in the third quarter of 2025. The estimated annual effective tax rate reflects the projected tax expense for the full year.
Previous report
The benefit for income taxes for the nine months ended September 30, 2025, was primarily driven by the pre-tax book loss, partially offset by the decrease in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion.
Previous report
The benefit for income taxes for the nine months ended September 30, 2024, was mainly driven by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation allowances and the pre-tax book loss and was partially offset by the increase in valuation allowances on non-deductible U.S. interest expense carryforwards and other miscellaneous items.
Previous report
Domestic Gannett Media segment
Previous report
A summary of our Domestic Gannett Media segment results is presented below:
Previous report
(a) Included Commercial printing and delivery revenues of $26.5 million and $32.9 million for the three months ended September 30, 2025 and 2024, respectively, and $85.1 million and $110.7 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous report
For the three and nine months ended September 30, 2025, Digital other revenues decreased compared to the three and nine months ended September 30, 2024, primarily due to the absence of revenues in 2025 associated with businesses divested of $3.4 million and $13.3 million, respectively, as well as a decrease in affiliate and partnership revenues, mainly due to the termination and amendment of various affiliate agreements.
Previous report
(a) Included Commercial printing and delivery revenues of $2.7 million and $2.6 million for each of the three months ended September 30, 2025 and 2024, respectively, and $7.7 million and $7.6 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous report
For the three months ended September 30, 2025, Digital advertising revenues increased compared to the three months ended September 30, 2024, primarily due to an increase in national display revenues, partially offset by a decrease in local display revenues as well as lower spend on classified advertisements. For the nine months ended September 30, 2025, Digital advertising revenues decreased compared to the nine months ended September 30, 2024, primarily due to a decrease in local display revenues as well as lower spend on classified advertisements.
Previous report
For the nine months ended September 30, 2025, Print advertising revenues decreased compared to the nine months ended September 30, 2024, primarily due to a decrease in national and local print display advertisements, partially offset by higher spend on classified advertisements.
Previous report
For the nine months ended September 30, 2025, Print circulation revenues decreased compared to the nine months ended September 30, 2024, primarily due to a decline in single copy volume, partially offset by an increase in rates.
Previous report
For the nine months ended September 30, 2025, Other costs decreased compared to the nine months ended September 30, 2024, primarily associated with the decrease in both digital advertising and print advertising revenues.
Previous report
For the nine months ended September 30, 2025, Outside services and other costs decreased compared to the nine months ended September 30, 2024, mainly due to various lower miscellaneous expenses.
Previous report
Digital Marketing Solutions segment
Previous report
A summary of our DMS segment results is presented below:
Previous report
For the three and nine months ended September 30, 2025, Compensation and benefits costs decreased compared to the three and nine months ended September 30, 2024, primarily due to a decline in payroll expenses driven by headcount reductions.
Previous report
For the three and nine months ended September 30, 2025, Compensation and benefits costs decreased compared to the three and nine months ended September 30, 2024, primarily due to a decline in payroll expense driven by headcount reductions.
Previous report
For the three and nine months ended September 30, 2025, Outside services and other costs decreased compared to the three and nine months ended September 30, 2024, primarily due to lower promotion costs, partially offset by higher bad debt expense of $0.2 million and $1.0 million, respectively.
Previous report
In April 2025, we received a waiver from certain lenders of our 2029 Term Loan Facility and certain holders of our 2031 Notes (as defined below) and entered into a privately negotiated agreement with a holder of our 2027 Notes to repurchase $14.0 million principal amount of our outstanding 2027 Notes at 105% of par value, plus accrued and unpaid interest, for $15.0 million in cash. This transaction was financed using proceeds from our 2029 Delayed Draw Facility, and as a result as of September 30, 2025, $15.0 million had been drawn under the 2029 Delayed Draw Facility. As a result of this transaction, we recognized an immaterial loss on the early extinguishment of debt during the nine months ended September 30, 2025.
Reworded paragraphs (63)
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. 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.
Current wording
We are a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital marketing solutions company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and 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 trusted unbiased journalism when and where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses ("SMBs") with innovative digital marketing products and solutions.
Previous 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.
Current wording
We report in three segments: USA TODAY Media, Newsquest and LocaliQ. 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 have considered several industry trends when assessing our business strategy:
Current wording
We have considered several industry trends when assessing our strategy:
Previous 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.
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, as well as economic and political instability, global conflicts, and other geopolitical events. We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising performance and reduced spending.
Previous wording
We are exposed to certain risks and uncertainties caused by factors beyond our control, including economic and political instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop spend.
Current wording
We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and political instability, global conflicts, and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop spend.
Previous 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 September 30, 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 2029 Term Loan Facility, which as of March 31, 2026, 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 experience seasonality in our revenues. The Domestic Gannett Media segment typically witnesses the greatest impact from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related spending. The DMS segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Current wording
We experience seasonality in our revenues. The USA TODAY Media segment typically witnesses the greatest impact from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related spending. The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Previous wording
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 nine months ended September 30, 2025, foreign currency exchange rate fluctuations had a favorable 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 have and are expected to continue to impact revenues, expenses, and Segment Adjusted EBITDA 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, 2026, foreign currency exchange rate fluctuations had a positive impact on our revenues and Segment Adjusted EBITDA and a negative impact on costs.
Previous wording
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 wording
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 had no impact on net income (loss), equity or cash flows as previously reported.
Previous wording
Our website is www.gannett.com. Information contained on our website is not part of this Quarterly Report on Form 10-Q. We use our website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of our website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.
Current wording
Our website is www.usastodayco.com. Information contained on our website is not part of this Quarterly Report on Form 10-Q. We use our website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of our website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.
Previous wording
(a) Amounts are net of intersegment eliminations of $33.2 million and $37.0 million for the three months ended September 30, 2025 and 2024, respectively, and $102.6 million and $114.2 million for the nine months ended September 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.
Current wording
(a) Amounts are net of intersegment eliminations of $28.4 million and $34.5 million for the three months ended March 31, 2026 and 2025, respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation.
Previous wording
(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, third-party debt costs and the components of net periodic pension and postretirement benefits other than service cost.
Current wording
(c)Other (income) expense, net primarily reflects Google litigation costs and other legal settlements, 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, third-party debt costs and the components of net periodic pension and postretirement benefits other than service cost.
Previous 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.
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, content and AI partnerships, and licensing revenues.
Previous wording
Operating costs at the Domestic Gannett Media and Newsquest segments include labor, newsprint, delivery and digital costs and at the DMS segment include the cost of online media acquired from third parties and costs to manage and operate our marketing solutions and technology infrastructure.
Current wording
Operating costs at the USA TODAY Media and Newsquest segments include labor, newsprint, delivery and digital costs and at the LocaliQ segment include the cost of online media acquired from third parties and costs to manage and operate our marketing solutions and technology infrastructure.
Previous wording
For the three and nine months ended September 30, 2025, we incurred Integration and reorganization costs of $15.7 million and $37.5 million, respectively. Of the total costs incurred, $12.5 million and $26.9 million, respectively, were related to severance activities and $3.2 million and $10.7 million, respectively, were related to other reorganization-related costs, mainly due to costs associated with improving operations and consolidating facilities. In addition, for the nine months ended September 30, 2025, other reorganization-related costs also included $2.1 million, 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.
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
(Gain) loss on sale or disposal of assets, net
Current wording
Gain on sale or disposal of assets, net
Previous wording
For the three and nine months ended September 30, 2024, we recognized net losses on the sale of assets of $0.8 million and $1.6 million, respectively, as part of our continued plan to monetize non-strategic assets.
Current wording
For the three months ended March 31, 2026, we recognized a net gain on the sale of assets of $7.8 million, primarily at the USA TODAY Media segment as part of our plan to monetize assets.
Previous wording
For the three and nine months ended September 30, 2025, we recognized net gains on the sale of assets of $0.1 million and $22.3 million, respectively. For the nine months ended September 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.
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 on the sale of the Austin American-Statesman (the "Statesman") at the USA TODAY Media segment as part of our plan to monetize assets.
Previous wording
For the three and nine months ended September 30, 2025, Interest expense was $23.8 million and $74.3 million, respectively, compared to $26.0 million and $78.8 million for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2025, interest expense decreased compared to the three and nine months ended September 30, 2024, mainly due to a lower debt balance.
Current wording
For the three months ended March 31, 2026, Interest expense was $21.2 million compared to $26.1 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, interest expense decreased compared to the three months ended March 31, 2025, mainly due to a lower debt balance.
Previous wording
(b) Primarily includes the components of net periodic pension and postretirement benefits other than service cost.
Current wording
(a) Primarily includes the components of net periodic pension and postretirement benefits other than service cost, 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.
Previous wording
The following table outlines our pre-tax net loss before income taxes and income tax accounts:
Current wording
The following table outlines our pre-tax net income (loss) before income taxes and income tax accounts:
Previous wording
The (benefit) 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.
Current wording
The provision (benefit) 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 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%.
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%.
Previous wording
Net (loss) income attributable to Gannett and diluted (loss) income per share attributable to Gannett
Current wording
Net income (loss) attributable to USA TODAY Co. and diluted income (loss) per share attributable to USA TODAY Co.
Previous wording
For the three months ended September 30, 2025, Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $39.2 million and $0.27, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $19.7 million and $0.14, respectively, for the three months ended September 30, 2024. For the nine months ended September 30, 2025, Net income attributable to Gannett and diluted income per share attributable to Gannett were $31.8 million and $0.21, respectively, compared to Net loss attributable to Gannett and diluted loss per share attributable to Gannett of $90.7 million and $0.64, respectively, for the nine months ended September 30, 2024. The change for the three and nine months ended September 30, 2025, compared to the same periods in the prior year reflects the various items discussed above.
Current wording
For the three months ended March 31, 2026, Net income attributable to USA TODAY Co. and diluted income per share attributable to USA TODAY Co. were $19.9 million and $0.12, respectively, compared to Net loss attributable to USA TODAY Co. and diluted loss per share attributable to USA TODAY Co. of $7.3 million and $0.05, respectively, for the three months ended March 31, 2025. The change for the three months ended March 31, 2026, compared to the same periods in the prior year reflects the various items discussed above.
Previous wording
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 wording
We evaluate the performance of our 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.
Previous 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 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 defined as Segment Adjusted EBITDA plus Corporate. 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 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
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.
Current wording
Total Adjusted EBITDA is not an alternative to Net income (loss) attributable to USA TODAY Co., 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 USA TODAY Co. 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
Reconciliation of Net income (loss) attributable to Gannett to Total Adjusted EBITDA
Current wording
Reconciliation of Net income (loss) attributable to USA TODAY Co. to Total Adjusted EBITDA
Previous wording
(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, third-party debt costs and the components of net periodic pension and postretirement benefits other than service cost.
Current wording
(b)Other (income) expense, net primarily reflects Google litigation costs and other legal settlements, 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, third-party debt costs and the components of net periodic pension and postretirement benefits other than service cost.
Previous wording
For the three and nine months ended September 30, 2025, Digital advertising revenues increased compared to the three and nine months ended September 30, 2024, primarily due to an increase in national revenues, including programmatic revenue, partially offset by lower classified advertising spend. In addition, the increase in Digital advertising revenues was offset by the absence of revenues in 2025 associated with businesses divested of $1.1 million and $2.7 million for the three and nine months ended September 30, 2025, respectively.
Current wording
For the three months ended March 31, 2026, Digital advertising revenues decreased compared to the three months ended March 31, 2025, primarily due to a decrease in national programmatic and sponsored link revenues and the absence of revenues in 2026 associated with businesses divested of $0.6 million, partially offset by higher classified advertising spend.
Previous wording
For the three and nine months ended September 30, 2025, Digital marketing services revenues decreased compared to the three and nine months ended September 30, 2024, primarily due to a decrease in client count as well as the absence of revenues in 2025 associated with businesses divested of $1.3 million and $3.9 million, respectively.
Current wording
For the three months ended March 31, 2026, Digital marketing services revenues decreased compared to the three months ended March 31, 2025, primarily due to a decrease in client count and the absence of revenues in 2026 associated with a business divested of $1.5 million.
Previous wording
For the three and nine months ended September 30, 2025, Digital-only subscription revenues decreased compared to the three and nine months ended September 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 nine months ended September 30, 2025 also reflected the absence of revenues in 2025 associated with businesses divested of $1.1 million and $2.8 million, respectively. Refer to "Key Performance Indicators" below for further discussion of digital-only paid subscriptions.
Current wording
For the three months ended March 31, 2026, Digital-only subscription revenues increased compared to the three months ended March 31, 2025, primarily due to an increase in digital-only subscription average revenue per user ("Digital-only ARPU") of 48%, partially offset by the absence of revenues in 2026 associated with businesses divested of $0.7 million. Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU.
Previous wording
For the three and nine months ended September 30, 2025, Print advertising revenues decreased compared to the three and nine months ended September 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 nine months ended September 30, 2025 reflected the absence of revenues in 2025 associated with businesses divested of $4.1 million and $8.0 million, respectively.
Current wording
For the three months ended March 31, 2026, Print advertising revenues decreased compared to the three months ended March 31, 2025, primarily due to a decrease in local advertiser inserts and print display advertisements, lower classified advertisement spend and the absence of revenues in 2026 associated with businesses divested of $8.4 million.
Previous wording
For the three and nine months ended September 30, 2025, Print circulation revenues decreased compared to the three and nine months ended September 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 nine months ended September 30, 2025 reflected the absence of revenues in 2025 associated with businesses divested of $2.4 million and $6.1 million, respectively.
Current wording
For the three months ended March 31, 2026, Print circulation revenues decreased compared to the three months ended March 31, 2025, primarily due to a decline in home delivery revenues as a result of a reduction in the volume of subscribers, and to a lesser extent a decline in single copy revenues, partially offset by an increase in rates. The decrease for the three months ended March 31, 2026 was also due to the absence of revenues in 2026 associated with businesses divested of $1.4 million.
Previous wording
For the three and nine months ended September 30, 2025, Commercial and other revenues decreased compared to the three and nine months ended September 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 nine months ended September 30, 2025 reflected the absence of revenues in 2025 associated with businesses divested of $2.7 million and $16.1 million, respectively, of which $1.6 million and $10.3 million, respectively, related to commercial print and delivery revenues.
Current wording
For the three months ended March 31, 2026, Commercial and other revenues decreased compared to the three months ended March 31, 2025, mainly driven by the decline in production volume related to the absence of revenues in 2026 associated with businesses divested of $4.3 million, partially offset by an increase in commercial print volume.
Previous wording
For the three and nine months ended September 30, 2025, Newsprint and ink costs decreased compared to the three and nine months ended September 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.
Current wording
For the three months ended March 31, 2026, Newsprint and other production materials decreased compared to the three months ended March 31, 2025, primarily due to the impact of businesses divested of $1.5 million, including lower volume driven by the decline in revenues.
Previous wording
For the three and nine months ended September 30, 2025, Distribution costs decreased compared to the three and nine months ended September 30, 2024, primarily due to a decrease of $5.1 million and $20.7 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 $2.0 million and $4.0 million, respectively, as well as a decrease in postage costs of $1.5 million and $3.2 million, respectively, mainly driven by the volume declines, including the impact of businesses divested of $0.4 million and $2.5 million, respectively.
Current wording
For the three months ended March 31, 2026, Distribution costs decreased compared to the three months ended March 31, 2025, primarily due to the impact of businesses sunset of $6.1 million.
Previous wording
For the three and nine months ended September 30, 2025, Compensation and benefits costs decreased compared to the three and nine months ended September 30, 2024, primarily due to a decrease in headcount tied to ongoing cost control initiatives, the impact of businesses divested of $2.9 million and $10.2 million, respectively, downsizing our facilities footprint and the conversion to mail delivery in multiple markets.
Current wording
For the three months ended March 31, 2026, Compensation and benefits costs decreased compared to the three months ended March 31, 2025, primarily due to a decrease in headcount tied to ongoing cost control initiatives and the conversion to mail delivery in multiple markets.
Previous wording
For the nine months ended September 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 nine months ended September 30, 2024, primarily due to a decrease in news and editorial expenses of $8.4 million, mainly due to the cease-use of certain licensed content and the impact of businesses divested, a decrease in outside printing costs of $4.1 million, a decrease in third-party media fees of $2.2 million, and a decrease in event related expenses of $1.9 million, mainly due to the impact of businesses divested.
Current wording
For the three months ended March 31, 2026, 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, 2025, primarily due to a decrease in third-party media fees of $4.7 million, including the impact of businesses divested of $1.3 million.
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Current report — wording carried from elsewhere
For the three months ended March 31, 2026, we incurred Integration and reorganization costs of $2.2 million. Of the total costs incurred, $2.1 million were related to severance activities and were $0.1 million related to other reorganization-related costs.
Current report — wording carried from elsewhere
For the three months ended March 31, 2026, Digital other revenues increased compared to the three months ended March 31, 2025, primarily due to an increase in revenues from AI partnerships.
Current report — wording carried from elsewhere
Our U.K. media operations are conducted through our Newsquest subsidiary, which are translated into U.S. dollars at average exchange rates prevailing during the period. Currency translation fluctuations have and are expected to continue to impact revenues, expenses and Segment Adjusted EBITDA. During the three months ended March 31, 2026, foreign currency exchange rate fluctuations had a positive impact on our revenues and Segment Adjusted EBITDA and a negative impact on costs.
Current report — wording carried from elsewhere
For the three months ended March 31, 2026, Compensation and benefits costs increased compared to the three months ended March 31, 2025, primarily due to the impact of foreign currency exchange rate fluctuations.
Current report — wording carried from elsewhere
For the three months ended March 31, 2026, Compensation and benefits costs decreased compared to the three months ended March 31, 2025, primarily due to a decrease in headcount.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Total Adjusted EBITDA is defined as Segment Adjusted EBITDA plus Corporate.