USA TODAY Co., Inc.: Form 10-Q for the period ended Mar 31, 2025

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

OVERVIEW

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.

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.

Business Trends

We have considered several industry trends when assessing our business strategy:

• Print advertising and Print circulation revenues have and are expected to continue to decline as our audience increasingly moves to digital platforms. We seek to optimize our print operations to efficiently manage for the declining print audience. We are focused on growing a digitally-oriented audience across multiple platforms and revenue streams.
• 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.
• We rely on third-party platforms from large technology companies, particularly search engines, social media platforms, and emerging technologies. These platforms exert significant control over the visibility and ranking of our content, and their actions can adversely impact traffic, engagement, and revenues. Additionally, these companies can influence both the type of media we acquire and the associated costs. We continue to adapt by diversifying our digital strategies and optimizing content distribution to mitigate these impacts.
• The application of artificial intelligence ("AI") and the rapid rate of change within the AI ecosystem is increasing the pace of change in the media sector.

Recent Developments

Debt repurchase

In April 2025, we received a waiver from certain lenders of our $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), and entered into a privately negotiated agreement with a holder of our 6.000% Senior Secured Convertible Notes due 2027 (the "2027 Notes") to repurchase $14.0 million of principal of our outstanding 2027 Notes at 105% of par value for $15.0 million in cash, including accrued interest. This transaction was financed using proceeds from a delayed draw term loan facility as part of our 2029 Term Loan Facility. As a result of this transaction, we expect to recognize an immaterial loss on the early extinguishment of debt in the second quarter of 2025.

Sale of the Statesman

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.

Certain Matters Affecting Comparability

The following items affect period-over-period comparisons and will continue to affect period-over-period comparisons for future results:

Asset impairments

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.

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.

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

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.

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.

Integration and reorganization costs

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.

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.

Foreign currency

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.

Strategy

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.

Foundation for ongoing growth

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.

Three operating pillars

Expand reach and engagement with our customer segments

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.

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.

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.

Diversify digital revenues

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.

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.

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.

Strengthen our capital structure

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.

Macroeconomic Environment

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.

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.

Seasonality

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.

Environmental, Social and Governance ("ESG") Initiatives

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, we successfully 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.

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.

Use of Website to Distribute Material Company Information

Our website is www.gannett.com (http://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.

RESULTS OF OPERATIONS

Consolidated Summary

A summary of our consolidated results is presented below:

In thousands, except per share amounts

*** Indicates an absolute value percentage change greater than 100.

(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.

(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.

Revenues

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.

Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements, and revenues from our events business.

Operating expenses

Operating expenses consist primarily of the following:

• 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;
• Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt expense;
• Depreciation and amortization;
• Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual restructuring programs, designed primarily to right-size our employee base, consolidate facilities and improve operations;
• Impairment charges, including costs incurred related to goodwill, intangible assets and property, plant, and equipment;
• Gains or losses on the sale or disposal of assets; and
• Other operating expenses, including third-party debt expenses as well as acquisition-related costs.

Refer to Segment results below for a discussion of the results of operations by segment.

Non-operating expenses (income)

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.

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").

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.

(Benefit) provision for income taxes

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

In thousands

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.

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.

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%.

Net loss attributable to Gannett and diluted loss per share attributable to Gannett

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.

Segment Results

Domestic Gannett Media segment

A summary of our Domestic Gannett Media segment results is presented below:

In thousands

*** Indicates an absolute value percentage change greater than 100.

Revenues

The following table provides the breakout of Revenues by category:

In thousands

(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.

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.

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.

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.

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.

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.

Operating expenses

The following table provides the breakout of Operating costs for the three months ended March 31, 2025 and 2024:

In thousands

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.

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.

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.

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.

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.

The following table provides the breakout of Selling, general and administrative expenses for the three months ended March 31, 2025 and 2024:

In thousands

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.

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.

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.

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.

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.

Domestic Gannett Media segment Adjusted EBITDA

In thousands

*** Indicates an absolute value percentage change greater than 100.

(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP measures.

(b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues.

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.

Newsquest segment

A summary of our Newsquest segment results is presented below:

In thousands

Revenues

The following table provides the breakout of Revenues by category:

In thousands

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

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.

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.

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.

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.

Operating expenses

The following table provides the breakout of Operating costs for the three months ended March 31, 2025 and 2024:

In thousands

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.

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.

For the three months ended March 31, 2025, Other costs decreased compared to the three months ended March 31, 2024, primarily associated with the decrease in both digital advertising and print advertising revenues.

The following table provides the breakout of Selling, general and administrative expenses for the three months ended March 31, 2025 and 2024:

In thousands

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.

For the three months ended March 31, 2025, Outside services and other costs decreased compared to the three months ended March 31, 2024, mainly due to lower various miscellaneous expenses.

Newsquest segment Adjusted EBITDA

In thousands

(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP measures.

(b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues.

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

Digital Marketing Solutions segment

A summary of our DMS segment results is presented below:

In thousands

*** Indicates an absolute value percentage change greater than 100.

(a) Digital revenues are solely generated by digital marketing services revenues.

Revenues

For the three months ended March 31, 2025, Digital revenues decreased compared to the three months ended March 31, 2024, primarily due to a decline in the core direct business, mainly driven by a decline in customer count. Core platform average revenue per user remained essentially flat for the three months ended March 31, 2025. Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.

Operating expenses

The following table provides the breakout of Operating costs for the three months ended March 31, 2025 and 2024:

In thousands

For the three months ended March 31, 2025, Outside services costs decreased compared to the three months ended March 31, 2024, due to a decrease in expenses associated with third-party media fees driven by a corresponding decrease in revenues.

For the three months ended March 31, 2025, Other costs decreased compared to the three months ended March 31, 2024, primarily due to a reduction in lease expense mainly associated with facility consolidations.

The following table provides the breakout of Selling, general and administrative expenses for the three months ended March 31, 2025 and 2024:

In thousands

For the three months ended March 31, 2025, Outside services and other costs decreased compared to the three months ended March 31, 2024, due to lower costs associated with promotion, legal, and professional services.

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.

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.

DMS segment Adjusted EBITDA

In thousands

*** Indicates an absolute value percentage change greater than 100.

(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP measures.

(b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues.

For the three months ended March 31, 2025, the decrease in DMS segment Adjusted EBITDA compared to the three months ended March 31, 2024, was primarily attributable to the changes discussed above. In addition, the change in Other non-operating (income) expense, net for the three months ended March 31, 2025, compared to the same period in the prior year was mainly due to a favorable foreign currency impact.

Corporate and other category

For the three months ended March 31, 2025, Corporate and other revenues were $1.5 million compared to $1.6 million for the three months ended March 31, 2024.

The following table provides the breakout of Corporate and other operating expenses for the three months ended March 31, 2025 and 2024:

In thousands

For the three months ended March 31, 2025, Corporate and other operating expenses decreased compared to the same period in the prior year, primarily driven by the absence of the impairment charge of approximately $46.0 million related to the write-off of the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements in the first quarter of 2024 as well as a decrease in Selling, general and administrative expenses, mainly driven by lower costs related to technology, facilities and professional services, partially offset by higher legal fees. The decrease in operating expenses for the three months ended March 31, 2025 was partially offset by an increase in Depreciation and amortization expense, mainly driven by software licenses, an increase in Integration and reorganization costs, mainly driven by costs related to the departure of the Company's former Chief Financial Officer of $2.1 million, and an increase in Operating costs, mainly driven by lower content allocation costs.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements are for working capital, debt obligations, and capital expenditures.

We expect to fund our operations and debt service requirements through cash provided by our operating activities. We expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations, and all required capital expenditures for at least the next twelve months and beyond. However, a further economic downturn or an increased rate of revenue declines would negatively impact our revenue, cash provided by operating activities and liquidity. We continue to implement cost reduction initiatives to reduce our ongoing level of operating expense. We believe our ability to realize benefits from our cost reduction initiatives will be necessary to offset the continued secular decline in our legacy print business revenue streams. We believe that these measures are important in response to the overall challenging macroeconomic environment that we are facing. Refer to "Overview - Macroeconomic Environment" above for further discussion.

Details of our cash flows are included in the table below:

In thousands

Cash flows provided by operating activities: Our largest source of cash provided by operating activities is generated by advertising and marketing services, primarily from local and national print advertising, as well as retail, classified, and online revenues. Additionally, we generate cash through circulation subscribers, commercial printing and delivery services to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery, and outside services.

Cash flows provided by operating activities were $23.3 million for the three months ended March 31, 2025, compared to $22.5 million for the three months ended March 31, 2024. The increase in cash flows provided by operating activities was primarily due to decreases in contributions to our pension and other postretirement benefit plans, cash paid for taxes, and cash paid for interest and severance payments, partially offset by lower cash receipts related to deferred revenues.

Cash flows provided by (used for) investing activities: Cash flows provided by investing activities were $34.8 million for the three months ended March 31, 2025, compared to cash used for investing activities of $12.4 million for the three months ended March 31, 2024. The change in cash flows provided by (used for) investing activities was primarily due to the increase in proceeds from the sale of real estate and other non-strategic assets of $47.8 million, partially offset by an increase in purchases of property, plant and equipment of $0.5 million.

Cash flows used for financing activities: Cash flows used for financing activities were $78.4 million for the three months ended March 31, 2025, compared to $18.2 million for the three months ended March 31, 2024. The increase in cash flows used for financing activities was primarily due to the increase in repayments of long-term debt of $59.2 million and an $0.8 million increase in payments of deferred financing costs.

Debt

As of March 31, 2025, the carrying value of our outstanding debt totaled $1.008 billion, which consisted of $757.9 million related to the 2029 Term Loan Facility, $216.2 million related to the 2031 Notes (defined below), and $34.1 million related to the 2027 Notes.

The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (i) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (ii) Adjusted Term SOFR (which shall not be less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on October 15, 2029 and will be freely prepayable without penalty.

The 2029 Term Loan Facility is amortized at a rate of $17.0 million per quarter, with such rate to be adjusted upon the borrowing of any delayed-draw term loans to the extent necessary to cause such delayed-draw term loans to be fungible with the initial term loans under the 2029 Term Loan Facility. In addition, we are required to repay the 2029 Term Loan Facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of $100.0 million as of the last day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024).

For the three months ended March 31, 2025, the Company prepaid $74.5 million, including quarterly amortization payments, which were classified as financing activities in the Consolidated statements of cash flows.

Interest on the 2027 Notes and our 6.000% Senior Secured Convertible Notes due 2031 (the "2031 Notes") is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031 Notes may be converted at any time by the Holders into cash, shares of the Company's common stock, par value $0.01 per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial conversion rate for both the 2027 Notes and the 2031 Notes is 200 shares of Common Stock per $1,000 principal amount of the 2027 Notes, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price"). For the three months ended March 31, 2025, no shares of Common Stock were issued upon conversion, exercise, or satisfaction of the required conditions of the 2027 Notes or the 2031 Notes.

Our 2029 Term Loan Facility, 2031 Notes and 2027 Notes all contain usual and customary covenants and events of default. As of March 31, 2025, we were in compliance with all such covenants and obligations.

Refer to Note 6 — Debt in the notes to the condensed consolidated financial statements for additional discussion regarding our debt.

Additional information

We continue to evaluate our results of operations, liquidity and cash flows, and as part of these measures, we have taken steps to manage cash outflow by rationalizing expenses and implementing various cost management initiatives. We do not presently pay a quarterly dividend and there can be no assurance that we will pay dividends in the future. In addition, the terms of our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes Indenture have terms that restrict our ability to pay dividends.

On February 1, 2022, our Board of Directors authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our Common Stock. Repurchases may be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. The amount and timing of the purchases, if any, will depend on a number of factors, including, but not limited to, the price and availability of our shares, trading volume, capital availability, our performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time. Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief.

During the three months ended March 31, 2025, we did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of March 31, 2025, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. We do not currently anticipate repurchasing any shares of Common Stock pursuant to the Stock Repurchase Program in the second quarter of 2025.

We expect our capital expenditures during the year ended December 31, 2025 to total approximately $45 million. These capital expenditures are anticipated to be primarily comprised of projects related to digital product development, costs associated with our print and technology systems, and system upgrades.

Our leverage may adversely affect our business and financial performance and restricts our operating flexibility. The level of our indebtedness and our ongoing cash flow requirements may expose us to a risk that a substantial decrease in operating cash flows due to, among other things, continued or additional adverse economic conditions or adverse developments in our business, could make it difficult for us to meet the financial and operating covenants contained in our 2029 Term Loan Facility, the 2031 Notes, and the 2027 Notes. In addition, our leverage may limit cash flow available for general corporate purposes such as capital expenditures as well as share repurchases and acquisitions and our flexibility to react to competitive, technological, and other changes in our industry and economic conditions generally. We continue to closely monitor economic factors, including, but not limited to, the current inflationary market, changing interest rates, and trade policies, and we expect to continue to take the steps necessary to appropriately manage liquidity.

CRITICAL ACCOUNTING ESTIMATES

See our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of our critical accounting policies and use of estimates. There have been no material changes to our critical accounting policies and use of estimates discussed in such report.

NON-GAAP FINANCIAL MEASURES

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.

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial performance measures we believe offer a useful view of the overall operations of our business. These non-GAAP financial performance measures, which may not be comparable to, and may be defined differently than, similarly titled measures used or reported by other companies, should not be considered in isolation from or as a substitute for the related U.S. GAAP measures and should be read together with financial information presented on a U.S. GAAP basis.

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.

Management's use of Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA and Adjusted EBITDA margin are not measurements of financial performance under U.S. GAAP and should not be considered in isolation or as an alternative to net income (loss), margin, or any other measure of performance or liquidity derived in accordance with U.S. GAAP. We believe these non-GAAP financial performance measures, as we have defined them, are helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. These measures provide an assessment of core expenses and afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.

We use Adjusted EBITDA and Adjusted EBITDA margin as measures of our day-to-day operating performance, which is evidenced by the publishing and delivery of news and other media and excludes certain expenses that may not be indicative of our day-to-day business operating results.

Limitations of Adjusted EBITDA and Adjusted EBITDA margin

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.

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.

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.

The table below shows the reconciliation of Net loss attributable to Gannett to Adjusted EBITDA and Net loss attributable to Gannett margin to Adjusted EBITDA margin:

In thousands

KEY PERFORMANCE INDICATORS

A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of similar businesses.

We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only paid subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.

Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our segments.

The following tables provide information regarding certain KPIs for the Domestic Gannett Media, Newsquest and DMS segments:

In thousands, except ARPU

In thousands

41

There have been no material changes during the quarter ended March 31, 2025, to the information disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risks of our Form 10-K for the fiscal year ended December 31, 2024.

Disclosure Controls and Procedures

We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report on Form 10-Q under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

There have been no material changes to the risk factors described in Part I, Item 1A, Risk Factors of our Form 10-K for the fiscal year ended December 31, 2024.