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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
_______________________

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-36097
___________________________
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware38-3910250
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
7950 Jones Branch Drive,McLean,Virginia22107-0910
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (703854-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareGCIThe New York Stock Exchange
Preferred Stock Purchase RightsN/AThe New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated Filer
Non-Accelerated Filer
Smaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No
As of May 4, 2021, 142,506,800 shares of the registrant's Common Stock were outstanding.




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views regarding, among other things, our future growth, results of operations, performance, and business prospects and opportunities, and are not statements of historical fact. Words such as "anticipate(s)," "expect(s)," "intend(s)," "plan(s)," "target(s)," "project(s)," "believe(s)," "will," "aim," "would," "seek(s)," "estimate(s)" and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties, and other factors that could lead to actual results materially different from those described in the forward-looking statements. We can give no assurance our expectations will be attained. Our actual results, liquidity, and financial condition may differ from the anticipated results, liquidity, and financial condition indicated in these forward-looking statements. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others:

General economic and market conditions;
The competitive environment in which we operate;
Risks and uncertainties associated with the ongoing COVID-19 pandemic;
Economic conditions in the various regions of the United States, the United Kingdom, and other regions in which we operate our business;
The shift within the publishing industry from traditional print media to digital forms of publication;
Risks and uncertainties associated with our Digital Marketing Solutions segment, including its significant reliance on Google for media purchases, its international operations, and its ability to develop and gain market acceptance for new products or services;
Declining print advertising revenue and circulation subscribers;
Our ability to grow our digital marketing services initiatives, digital audience, and advertiser base;
Our ability to grow our business organically;
Variability in the exchange rate relative to the U.S. dollar of currencies in foreign jurisdictions in which we operate;
The risk that we may not realize the anticipated benefits of our acquisitions;
The availability and cost of capital for future investments;
Our indebtedness may restrict our operations and/or require us to dedicate a portion of cash flow from operations to payments associated with our debt;
Our current intention not to pay dividends and our ability to pay dividends consistent with prior practice or at all;
Our ability to reduce costs and expenses;
Risks and uncertainties associated with the transition from external management to self-management of the Company;
Our ability to remediate a material weakness in our internal control over financial reporting; and
Our ability to recruit and retain key personnel, as well as any shortage of skilled or experienced employees, including journalists.

Additional risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the risks identified by us under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2021, and the statements made in subsequent filings. Such forward-looking statements speak only as of the date they are made. Except to the extent required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.




INDEX TO GANNETT CO., INC.
Q1 2021 FORM 10-Q
 
Item No.Page
Part I. Financial Information
1
2
3
4
Part II. Other Information
1
1A
2
3
4
5
6



Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

GANNETT CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands, except share dataMarch 31, 2021December 31, 2020
Assets(Unaudited)
Current assets:
Cash and cash equivalents$163,505 $170,725 
Accounts receivable, net of allowance for doubtful accounts of $17,124 and $20,843 as of March 31, 2021 and December 31, 2020, respectively
275,933 314,305 
Inventories32,457 35,075 
Prepaid expenses and other current assets118,082 116,581 
Total current assets589,977 636,686 
Property, plant and equipment, net of accumulated depreciation of $369,899 and $362,029 as of March 31, 2021 and December 31, 2020, respectively
552,462 590,272 
Operating lease assets286,368 289,504 
Goodwill534,211 534,088 
Intangible assets, net797,862 824,650 
Deferred tax assets103,269 90,240 
Other assets190,302 143,474 
Total assets $3,054,451 $3,108,914 
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities$377,370 $378,246 
Deferred revenue190,699 186,007 
Current portion of long-term debt81,057 128,445 
Other current liabilities48,396 48,602 
Total current liabilities697,522 741,300 
Long-term debt888,086 890,323 
Convertible debt394,146 581,405 
Deferred tax liabilities16,280 6,855 
Pension and other postretirement benefit obligations95,542 99,765 
Long-term operating lease liabilities271,496 274,460 
Other long-term liabilities151,388 151,847 
Total noncurrent liabilities1,816,938 2,004,655 
Total liabilities 2,514,460 2,745,955 
Redeemable noncontrolling interests(1,661)(1,150)
Commitments and contingent liabilities (See Note 12)
Equity
Preferred stock, $0.01 par value, 300,000 shares authorized, of which 150,000 shares are designated as Series A Junior Participating Preferred Stock, none of which were issued and outstanding at March 31, 2021 and December 31, 2020
  
Common stock of $0.01 par value per share, 2,000,000,000 shares authorized, 144,443,628 shares issued and 142,541,701 shares outstanding at March 31, 2021; 139,494,741 shares issued and 138,102,993 shares outstanding at December 31, 2020
1,444 1,395 
Treasury stock at cost, 1,901,927 shares and 1,391,748 shares at March 31, 2021 and December 31, 2020, respectively
(6,612)(4,903)
Additional paid-in capital1,421,977 1,103,881 
Accumulated deficit(928,753)(786,437)
Accumulated other comprehensive income53,596 50,173 
Total equity541,652 364,109 
Total liabilities and equity$3,054,451 $3,108,914 
The accompanying notes are an integral part of these condensed consolidated financial statements.


2

Table of Contents

GANNETT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three months ended March 31,
In thousands, except per share amounts20212020
Advertising and marketing services$388,357 $487,010 
Circulation325,437 374,723 
Other63,290 86,949 
Total operating revenues777,084 948,682 
Operating costs477,798 566,463 
Selling, general and administrative expenses203,684 299,137 
Depreciation and amortization58,103 78,024 
Integration and reorganization costs13,404 28,254 
Asset impairments833  
Net loss on sale or disposal of assets4,745 657 
Other operating expenses10,576 5,969 
Total operating expenses769,143 978,504 
Operating income (loss)7,941 (29,822)
Interest expense39,503 57,899 
Loss on early extinguishment of debt19,401 805 
Non-operating pension income(23,878)(18,489)
Loss on Convertible notes derivative126,600  
Other (income) expense, net(1,875)1,590 
Non-operating expense159,751 41,805 
Loss before income taxes(151,810)(71,627)
(Benefit) provision for income taxes(9,109)8,979 
Net loss(142,701)(80,606)
Net loss attributable to redeemable noncontrolling interests(385)(454)
Net loss attributable to Gannett$(142,316)$(80,152)
Loss per share attributable to Gannett - basic$(1.06)$(0.61)
Loss per share attributable to Gannett - diluted$(1.06)$(0.61)
Other comprehensive income (loss):
Foreign currency translation adjustments$3,037 $(14,033)
Pension and other postretirement benefit items:
Net actuarial gain1,126  
Amortization of net actuarial loss (gain)20 (14)
Other(554)966 
Total pension and other postretirement benefit items592 952 
Other comprehensive income (loss) before tax3,629 (13,081)
Income tax provision (benefit) related to components of other comprehensive income (loss)206 (4)
Other comprehensive income (loss), net of tax3,423 (13,077)
Comprehensive loss(139,278)(93,683)
Comprehensive loss attributable to redeemable noncontrolling interests(385)(454)
Comprehensive loss attributable to Gannett$(138,893)$(93,229)
The accompanying notes are an integral part of these condensed consolidated financial statements.


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GANNETT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31,
In thousands20212020
Operating activities
Net loss$(142,701)$(80,606)
Adjustments to reconcile net loss to operating cash flows:
Depreciation and amortization58,103 78,024 
Share-based compensation expense3,423 11,577 
Non-cash interest expense6,118 56,160 
Net loss on sale or disposal of assets4,745 657 
Loss on Convertible notes derivative126,600  
Loss on early extinguishment of debt19,401 805 
Asset impairments833  
Pension and other postretirement benefit obligations(48,538)(30,545)
Change in other assets and liabilities, net33,332 24,417 
Net cash provided by operating activities61,316 60,489 
Investing activities
Purchase of property, plant and equipment(7,607)(13,783)
Proceeds from sale of real estate and other assets10,123 10,400 
Change in other investing activities (36)
Net cash provided by (used for) investing activities2,516 (3,419)
Financing activities
Payments of debt issuance costs(33,921) 
Borrowings under term loans1,045,000  
Repayments under term loans(1,083,791)(12,701)
Payments for employee taxes withheld from stock awards(1,707)(1,615)
Changes in other financing activities(280)(363)
Net cash used for financing activities(74,699)(14,679)
Effect of currency exchange rate change on cash314 1,554 
(Decrease) increase in cash, cash equivalents and restricted cash(10,553)43,945 
Balance of cash, cash equivalents and restricted cash at beginning of period206,726 188,664 
Balance of cash, cash equivalents and restricted cash at end of period$196,173 $232,609 
The accompanying notes are an integral part of these condensed consolidated financial statements.


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GANNETT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
Three months ended March 31, 2021
Common stockAdditional
Paid-in
Capital
Accumulated other comprehensive income (loss)Accumulated DeficitTreasury stock
In thousands, except share dataSharesAmountSharesAmountTotal
Balance as of December 30, 2020139,494,741 $1,395 $1,103,881 $50,173 $(786,437)1,391,748 $(4,903)$364,109 
Net loss attributable to Gannett— — — — (142,316)— — (142,316)
Restricted stock awards settled, net of withholdings1,056,642 10 (1,895)— — — — (1,885)
Restricted share grants3,877,836 39 (39)— — — —  
Equity feature of Convertible notes— — 316,252 — — — — 316,252 
Other comprehensive income, net of income tax provision of $206
— — — 3,423 — — — 3,423 
Share-based compensation expense— — 3,423 — — — — 3,423 
Issuance of common stock14,409  61 — — — — 61 
Remeasurement of redeemable noncontrolling interests— — 126 — — — — 126 
Treasury stock— — — — — 330,318 (1,707)(1,707)
Restricted share forfeiture— — — — — 179,861 (2)(2)
Other activity— — 168 — — — — 168 
Balance at March 31, 2021144,443,628 $1,444 $1,421,977 $53,596 $(928,753)1,901,927 $(6,612)$541,652 
Three months ended March 31, 2020
Common stockAdditional
Paid-in
Capital
Accumulated other comprehensive income (loss)Accumulated DeficitTreasury stock
In thousands, except share dataSharesAmountSharesAmountTotal
Balance as of December 31, 2019129,386,258 $1,294 $1,090,694 $8,202 $(115,958)394,714 $(2,876)$981,356 
Net loss attributable to Gannett— — — — (80,152)— — (80,152)
Restricted stock awards settled, net of withholdings2,257,335 22 (9,844)— — — — (9,822)
Restricted share grants815,034 8 (8)— — — —  
Other comprehensive loss, net of income tax benefit of $4
— — — (13,077)— — — (13,077)
Share-based compensation expense— — 11,577 — — — — 11,577 
Issuance of common stock256,905 3 1,549 — — — — 1,552 
Treasury stock— — — — — 262,451 (1,615)(1,615)
Other activity— — (263)— — — — (263)
Balance at March 31, 2020132,715,532 $1,327 $1,093,705 $(4,875)$(196,110)657,165 $(4,491)$889,556 
The accompanying notes are an integral part of these condensed consolidated financial statements.


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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — Description of Business and basis of presentation

Description of Business
Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a subscription-led and digitally focused media and marketing solutions company committed to empowering communities to thrive. We aim to be the premiere source for clarity, connections and solutions within our communities. Our strategy is focused on driving audience growth and engagement by delivering deeper content experiences to our consumers, while offering the products and marketing expertise our advertisers desire. The execution of this strategy is expected to allow the Company to continue its evolution from a more traditional print media business to a digitally focused content platform.

Our current portfolio of media assets includes USA TODAY, local media organizations in 46 states in the U.S., and Newsquest, a wholly owned subsidiary operating in the United Kingdom (the "U.K.") with more than 120 local media brands. Gannett also owns the digital marketing services companies ReachLocal, Inc. ("ReachLocal"), UpCurve, Inc. ("UpCurve"), and WordStream, Inc. ("WordStream"), which are marketed under the LOCALiQ brand, and runs the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures.

Through USA TODAY, our local property network, and Newsquest, Gannett delivers high-quality, trusted content where and when consumers want to engage on virtually any device or platform. Additionally, the Company has strong relationships with thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and marketing solutions product suite. The Company reports in two segments: Publishing and Digital Marketing Solutions ("DMS"). A full description of our segments is included in Note 13 — Segment reporting in the notes to the condensed consolidated financial statements.

Impacts of the COVID-19 pandemic

As a result of the COVID-19 pandemic, we continue to experience decreased demand for our advertising and digital marketing services, commercial print and distribution services, as well as reductions in and constraints on in-person events and the sales of single copy newspapers. While we have seen operating trends improve since the second quarter of 2020, which represents the quarter that was most significantly impacted by the pandemic, we expect that the COVID-19 pandemic will continue to have a negative impact on our business and results of operations in the near-term.
As a result, we have implemented, and continue to implement, measures to reduce costs and preserve cash flow. These measures include, evaluating and applying for all governmental relief programs for which we are eligible, including the Paycheck Protection Program ("PPP"), suspension of the quarterly dividend and refinancing of our debt, as well as reductions in discretionary spending. In addition, we are continuing with our previously disclosed plan to monetize non-core assets. Refer to Note 15 — Subsequent events for further discussion of the PPP.

Basis of presentation

Our condensed consolidated financial statements are unaudited; however, in the opinion of management, they contain all of the adjustments (consisting of those of a normal, recurring nature) considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applicable to interim periods. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ from those estimates.

Significant estimates inherent in the preparation of the condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of


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property, plant and equipment and intangible assets and the mark to market of the conversion feature associated with the convertible debt.

Recent accounting pronouncements adopted

Simplifying the Accounting for Income Taxes

In December 2019, the Financial Accounting Standards Board (the "FASB") issued new guidance that simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. This guidance is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Adopting this guidance allowed us to record a tax benefit for the quarter because year-to-date losses on interim periods are no longer limited to losses annually forecasted.

Recent accounting pronouncements not yet adopted

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the FASB issued new guidance ("ASU 2020-06") that simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition to eliminating certain accounting models, the guidance amends the disclosures for convertible instruments and earnings-per-share guidance. It also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. This guidance is effective for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impacts that the adoption of ASU 2020-06 will have on our accounting for the 6.0% Senior Secured Convertible Notes due 2027 (the "2027 Notes"), and the impact on our condensed consolidated financial statements.

NOTE 2 — Revenues

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company’s condensed consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by revenue type. Sales taxes and other usage-based taxes are excluded from revenues. The following table presents our revenues disaggregated by source:
Three months ended March 31,
In thousands20212020
Print advertising$193,196 $267,842 
Digital advertising and marketing services195,161 219,168 
Total advertising and marketing services388,357 487,010 
Circulation325,437 374,723 
Other63,290 86,949 
Total revenues$777,084 $948,682 

For the three months ended March 31, 2021, approximately 7.5% of our revenues were generated from international locations.

Deferred revenues

The Company records deferred revenues when cash payments are received in advance of the Company’s performance obligation. The Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service provided, which represents future delivery of publications (the performance obligation) to subscription customers. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next one to twelve months in accordance with the terms of the subscriptions.



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The Company's payment terms vary by the type and location of the customer and the products or services offered. The period between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. The majority of our subscription customers are billed and pay on monthly terms.

The following table presents changes in the deferred revenues balance by type of revenues:
Three months ended March 31, 2021Three months ended March 31, 2020
In thousandsAdvertising, Marketing Services, and OtherCirculationTotalAdvertising, Marketing Services, and OtherCirculationTotal
Beginning balance$51,686 $134,321 $186,007 $67,543 $151,280 $218,823 
Cash receipts60,117 284,175 344,292 86,918 307,502 394,420 
Revenue recognized(58,953)(280,647)(339,600)(79,467)(308,167)(387,634)
Ending balance$52,850 $137,849 $190,699 $74,994 $150,615 $225,609 

NOTE 3 — Leases

We lease certain real estate, vehicles, and equipment. Our leases have remaining lease terms of one to fifteen years, some of which may include options to extend the leases, and some of which may include options to terminate the leases. The exercise of lease renewal options is at our sole discretion. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise.

As of March 31, 2021, our condensed consolidated balance sheets included $286.4 million of operating lease right-to-use assets, $42.6 million of short-term operating lease liabilities included in Other current liabilities, and $271.5 million of long-term operating lease liabilities.

The components of lease expense are as follows:
Three months ended March 31,
In thousands20212020
Operating lease cost (a)
$23,755 $23,884 
Short-term lease cost (b)
142 3,142 
Net lease cost$23,897 $27,026 
(a)Includes variable lease costs of $3.1 million and $4.3 million, respectively, and sublease income of $1.2 million and $1.1 million, respectively, for the three months ended March 31, 2021 and 2020.
(b)Excluding expenses relating to leases with a lease term of one month or less.

Future minimum lease payments under non-cancellable leases are as follows:
In thousands
Year ended
December 31, (a)
2021 (excluding the three months ended March 31, 2021)$55,719 
202277,522 
202364,681 
202457,723 
202550,584 
Thereafter216,335 
Total future minimum lease payments522,564 
Less: Imputed interest(208,452)
Total$314,112 
(a)Operating lease payments exclude $14.9 million of legally binding minimum lease payments for leases signed but not yet commenced.


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Supplemental information related to leases is as follows:
Three months ended March 31,
In thousands, except lease term and discount rate20212020
Cash paid for amounts included in the measurement of operating lease liabilities$21,935 $16,771 
Right-of-use assets obtained in exchange for operating lease obligations9,053 1,238 
Loss on sale and leaseback transactions, net406  
As of March 31,
20212020
Weighted-average remaining lease term (in years)7.68.1
Weighted-average discount rate12.90 %12.45 %

NOTE 4 — Accounts receivable, net

The Company performs its evaluation of the collectability of trade receivables based on customer category. For example, trade receivables from individual subscribers to our publications are evaluated separately from trade receivables related to advertising customers. For advertising trade receivables, the Company applies a "black motor formula" methodology as the baseline to calculate the allowance for doubtful accounts. The reserve percentage is calculated as a ratio of total net bad debts (less write-offs and recoveries) for the prior three-year period to total outstanding trade accounts receivable for the same three-year period. The calculated reserve percentage by customer category is applied to the consolidated gross advertising receivable balance, irrespective of aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature of the underlying trade receivables. Due to the short-term nature of our circulation receivables, the Company reserves all receivables aged over 90 days.

The following table presents changes in the allowance for doubtful accounts for the three months ended March 31, 2021 and 2020:
Three months ended March 31,
In thousands20212020
Beginning balance$20,843 $19,923 
Current period provision(2,171)5,143 
Write-offs charged against the allowance(2,805)(5,347)
Recoveries of amounts previously written-off1,206 918 
Foreign currency51 (151)
Ending balance$17,124 $20,486 

The calculation of the allowance considers current economic, industry and customer-specific conditions relative to their respective operating environments in the incremental allowances recorded related to high-risk accounts, bankruptcies, receivables in repayment plan and other aging specific reserves. As a result of this analysis, the Company adjusts specific reserves and the amount of allowable credit as appropriate. The collectability of trade receivables related to advertising, marketing services and other customers depends on a variety of factors, including trends in the local and general economic conditions that affect our customers' ability to pay. The advertisers in our newspapers and other publications and related websites are primarily retail businesses that can be significantly affected by regional or national economic downturns and other developments that may impact our ability to collect on the related receivables. Similarly, while circulation revenues related to individual subscribers are primarily prepaid, changes in economic conditions may also affect our ability to collect on amounts owed from single copy circulation customers.

For the three months ended March 31, 2021 and 2020, the Company recorded a $2.2 million reversal and $5.1 million of expense, respectively, in bad debt expense, which is included in Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). For the three months ended March 31, 2021, the Company recorded a reduction to bad debt expense due to a decrease in required reserves. The reduction in required reserves is a result of lower volume of accounts receivable due to seasonality, higher recoveries, and lower write-offs during the three months ended March 31, 2021 compared to the corresponding prior year period.


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NOTE 5 — Goodwill and intangible assets

Goodwill and intangible assets consisted of the following:
March 31, 2021December 31, 2020
 In thousandsGross carrying amountAccumulated
amortization
Net carrying
amount
Gross carrying amountAccumulated
amortization
Net carrying
amount
Finite-lived intangible assets:
Advertiser relationships$459,570 $123,338 $336,232 $460,331 $112,468 $347,863 
Other customer relationships102,946 26,642 76,304 102,925 23,682 79,243 
Subscriber relationships255,598 78,558 177,040 255,702 71,271 184,431 
Other intangible assets68,687 31,688 36,999 68,687 26,982 41,705 
Sub-total$886,801 $260,226 $626,575 $887,645 $234,403 $653,242 
Indefinite-lived intangible assets:
Mastheads171,287 171,408 
Total intangible assets$797,862 $824,650 
Goodwill$534,211 $534,088 

Consistent with the Company’s past practice, the Company performs its annual goodwill and indefinite-lived intangible impairment assessment on the last day of its fiscal second quarter. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing.

As of March 31, 2021, the Company performed a review of potential impairment indicators noting that its financial results outperformed the forecast used for the annual impairment assessment in 2020, and it was determined that no indicators of impairment were present.

NOTE 6 — Integration and reorganization costs and asset impairments

Over the past several years, the Company has engaged in a series of individual restructuring programs, designed primarily to right-size the Company’s employee base, consolidate facilities and improve operations, including those of recently acquired entities. These initiatives impact all the Company’s operations and can be influenced by the terms of union contracts. Costs related to these programs, which primarily include severance expense, are accrued when probable and reasonably estimable or at the time of program announcement.

Severance-related expenses

We recorded severance-related expenses by segment as follows:
Three months ended March 31,
In thousands20212020
Publishing$6,779 $11,917 
Digital Marketing Solutions(57)1,384 
Corporate and other375 7,873 
Total$7,097 $21,174 



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A rollforward of the accrued severance and related costs included in Accounts payable and accrued expenses on the condensed consolidated balance sheets for the three months ended March 31, 2021 is as follows:
In thousandsSeverance and
Related Costs
Beginning balance$30,943 
Restructuring provision included in integration and reorganization costs7,097 
Cash payments(15,702)
Ending balance$22,338 

The restructuring reserve balance is expected to be paid out over the next twelve months.

Facility consolidation and other restructuring-related expenses

We recorded facility consolidation charges and other restructuring-related costs by segment as follows:
Three months ended March 31,
In thousands20212020
Publishing$547 $839 
Digital Marketing Solutions223 4 
Corporate and other5,537 247 
Total$6,307 $1,090 

Asset impairments

As part of ongoing cost efficiency programs, during the three months ended March 31, 2021, the Company recorded Asset impairment charges of $0.8 million related to various real estate sales. There were no Asset impairment charges for the three months ended March 31, 2020.

Accelerated depreciation

The Company incurred accelerated depreciation of $9.2 million and $24.7 million for the three months ended March 31, 2021 and 2020, respectively, related to the shortened useful life of assets due to the sale of property at the Publishing segment and included within Depreciation and amortization expense on the condensed consolidated statements of operations and comprehensive income (loss).

NOTE 7 — Debt

Senior Secured 5-Year Term Loan

On February 9, 2021, the Company entered into a five-year, senior-secured term loan facility with the lenders from time to time party thereto and Citibank, N.A., as collateral agent and administrative agent for the lenders, in an aggregate principal amount of $1.045 billion (the "5-Year Term Loan"). The 5-Year Term Loan matures on February 9, 2026 and, at the Company's option, bears interest at the rate of the London Interbank Offered Rate plus a margin equal to 7.00% per annum or an alternate base rate plus a margin equal to 6.00% per annum. Accordingly, we are required to dedicate a substantial portion of cash flow from operations to fund interest payments.

The proceeds from the 5-Year Term Loan were used to repay the remaining principal balance and accrued interest of $1.043 billion and $13.3 million, respectively, (the "Payoff") on the Company's five-year, senior-secured 11.5% term loan facility with Apollo Capital Management, L.P. (the "Acquisition Term Loan") and to pay fees and expenses incurred to obtain the 5-Year Term Loan.

There were certain lenders that participated in both the Acquisition Term Loan and the new 5-Year Term Loan and their balances in the Acquisition Term Loan were deemed to be modified. The Company will continue to defer, over the new term, the deferred financing fees and original issue discount from the Acquisition Term Loan of $1.5 million and $34.7 million, respectively, related to those lenders. Further, certain lenders in the Acquisition Term Loan did not participate in the new 5-Year Term Loan and their balances in the Acquisition Term Loan were deemed to be extinguished. As a result, the Company


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recognized a Loss on early extinguishment of debt of $17.2 million as a result of the write-off of the remaining original issue discount and deferred financing fees related to those lenders. Third party fees of approximately $13.0 million were allocated to the new lenders in the 5-Year Term Loan on a pro-rata basis, and $20.9 million of original issue discount were capitalized and will be amortized over the term of the 5-Year Term Loan using the effective interest method. Third party fees of $10.2 million, that were allocated to the lenders whose balances were deemed to be modified, were expensed and recorded in Other operating expenses in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2021.

The 5-Year Term Loan will amortize in equal quarterly installments at a rate of 10% per annum (or, if the ratio of Total Indebtedness secured on an equal priority basis with the 5-Year Term Loan (net of Unrestricted Cash) to Consolidated EBITDA (as such terms are defined in the 5-Year Term Loan) is equal to or less than a specified ratio, 5% per annum) (the "Quarterly Amortization Installment"), beginning September 30, 2021. In addition, we will be required to repay the 5-Year Term Loan 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 5-Year Term Loan and (iii) the aggregate amount of cash and cash equivalents on hand in excess of $100 million at the end of each fiscal year. The 5-Year Term Loan is subject to a requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter. As of March 31, 2021, the Company is in compliance with all of the covenants and obligations under the 5-Year Term Loan.

As of March 31, 2021, the Company had $1,036.4 million in aggregate principal outstanding under the 5-Year Term Loan, $14.0 million of unamortized deferred financing costs, and $53.3 million of unamortized original issue discount and an effective interest rate of 9.4%. During the three months ended March 31, 2021, the Company recorded $11.2 million and $13.4 million of interest expense and paid no interest and $13.4 million of interest for the 5-Year Term Loan and Acquisition Term Loan, respectively. Additionally, during the three months ended March 31, 2021, the Company had $19.4 million related to Loss on early extinguishment of debt, of which $17.2 million related to the write-off of the remaining original issue discount and deferred financing fees from the Acquisition Term Loan and approximately $2.2 million of the Loss on early extinguishment of debt related to the write-off of original issue discount and deferred financing fees as a result of early prepayments on the Acquisition Term Loan prior to the Payoff. For the three months ended March 31, 2021, the Company recorded $0.5 million and an immaterial amount of amortization of deferred financing costs and $1.9 million and $1.2 million in amortization of original issue discount for the 5-Year Term Loan and Acquisition Term Loan, respectively.

Senior Secured Convertible Notes due 2027

On November 17, 2020, the Company entered into an Exchange Agreement with certain of the lenders (the "Exchanging Lenders") under the Acquisition Term Loan pursuant to which the Company and the Exchanging Lenders agreed to exchange $497.1 million in aggregate principal amount of the Company’s newly issued 2027 Notes for the retirement of an equal amount of term loans under the Acquisition Term Loan (the "Exchange"). The 2027 Notes were issued pursuant to an Indenture (the "Indenture") dated as of November 17, 2020, between the Company and U.S. Bank National Association, as trustee. The Indenture, as supplemented by the Second Supplemental Indenture, includes affirmative and negative covenants that are substantially consistent with the 5-Year Term Loan, as well as customary events of default.

In connection with the Exchange, the Company entered into an Investor Agreement with the holders of the 2027 Notes (the "Holders") establishing certain terms and conditions concerning the rights and restrictions on the Holders with respect to the Holders' ownership of the 2027 Notes.

Interest on the 2027 Notes is payable semi-annually in arrears. The 2027 Notes mature on December 1, 2027, unless earlier repurchased or converted. The 2027 Notes may be converted at any time by the holders into cash, shares of the Company’s Common Stock or any combination of cash and Common Stock, at the Company's election. The initial conversion rate 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").

The conversion rate is subject to customary adjustment provisions as provided in the Indenture. In addition, the conversion rate will be subject to adjustment in the event of any issuance or sale of Common Stock (or securities convertible into Common Stock) at a price equal to or less than the Conversion Price in order to ensure that following such issuance or sale, the 2027 Notes would be convertible into approximately 42% of the Common Stock after giving effect to such issuance or sale assuming the initial principal amount of the 2027 Notes remains outstanding.

Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. If a "Fundamental Change" (as defined in the


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Indenture) occurs, the Company will be required to offer to repurchase the 2027 Notes at a repurchase price of 110% of the principal amount thereof.

Holders of the 2027 Notes will have the right to put up to approximately $100 million of the 2027 Notes at par on or after the date that is 91 days after the maturity date of the 5-Year Term Loan.

Under the Indenture, the Company can only pay cash dividends up to an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such terms are defined in the Indenture) does not exceed a specified ratio. In addition, the Indenture provides that, at any time that the Company’s Total Gross Leverage Ratio (as defined in the Indenture) exceeds 1.5 and the Company approves the declaration of a dividend, the Company must offer to purchase a principal amount of 2027 Notes equal to the proposed amount of the dividend.

Until the four-year anniversary of the issuance date, the Company will have the right to redeem for cash up to approximately $99.4 million of the 2027 Notes at a redemption price of 130% of the principal amount thereof, with such amount reduced ratably by any principal amount of 2027 Notes that has been converted by the holders or redeemed or purchased by the Company.

The 2027 Notes are guaranteed by Gannett Holdings LLC and any subsidiaries of the Company (collectively, the "Guarantors") that guarantee the 5-Year Term Loan. The Notes are secured by the same collateral securing the 5-Year Term Loan. The 2027 Notes rank as senior secured debt of the Company and are secured by a second priority lien on the same collateral package securing the indebtedness incurred in connection with the 5-Year Term Loan.

Upon issuance, the $497.1 million principal value of the 2027 Notes was separated into two components: (i) a debt component and (ii) a derivative component. At that time, we determined that the conversion option was not clearly and closely related to the economic characteristics of the 2027 Notes, nor did the conversion option meet the scope exception related to contracts in an entity’s own equity as we did not have the ability to control whether the settlement of the conversion feature, if settled in full, would be in cash or shares due to the approval requirement to issue those shares. As a result, we concluded that the embedded conversion option must be separated from the debt liability, separately valued, and accounted for as a derivative liability. The initial value allocated to the derivative liability was $115.3 million, with a corresponding reduction in the carrying value of the 2027 Notes. The derivative liability was reported within Convertible debt in the condensed consolidated balance sheets at December 31, 2020 and was marked to fair value through earnings.

The $389.1 million debt liability component of the 2027 Notes was initially measured at fair value using the present value of its cash flows at a discount rate of 10.7% and is reported as Convertible debt in the condensed consolidated balance sheets. The debt liability component of the 2027 Notes is classified as Level 2 because it is measured at fair value using commonly accepted valuation methodologies and indirectly observable, market-based risk measurements and historical data, and a review of prices and terms available for similar debt instruments that do not contain a conversion feature.

At the Special Meeting of stockholders of the Company, held on February 26, 2021 (the "Special Meeting"), our stockholders approved the issuance of the maximum number of shares of Common Stock issuable upon conversion of the 2027 Notes. As a result, the conversion option can be share-settled in full. The Company concluded that as of February 26, 2021, the conversion option qualified for equity classification and the bifurcated derivative liability no longer needed to be accounted for as a separate derivative on a prospective basis from the date of reassessment. As of February 26, 2021, the fair value of the conversion option of $316.2 million was reclassified to Equity as Additional paid-in capital. Any remaining debt discount that arose at the date of debt issuance from the original bifurcation will continue to be amortized through interest expense.

As of February 26, 2021, the date of reassessment, and December 31, 2020, the estimated fair value of the derivative liability for the embedded conversion feature was $316.2 million and $189.6 million, respectively. At December 31, 2020, the derivative liability was reported within Convertible debt in the condensed consolidated balance sheets. The derivative liability was classified as Level 3 because it is measured at fair value on a recurring basis using a binomial lattice model using assumptions based on market information and historical data, and significant unobservable inputs. The increase in the fair value of the derivative liability of $126.6 million at the date of reassessment and reclassification to Equity was due to the increase in our stock price, partially offset by the increase in the discount rate, and was recorded in Non-Operating Other (income) expense, net in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2021. The loss due to the revaluation of the derivative is not deductible for tax purposes. The assumptions used to determine the fair value as of February 26, 2021 and December 31, 2020 were:



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February 26, 2021December 31, 2020
Annual volatility70.0 %70.0 %
Discount rate12.2 %9.3 %
Stock price $4.95 $3.36 

Increases or decreases in the discount rate would have inverse impacts on the fair value of the derivative liability, while changes in the volatility would have corresponding increases or decreases in the fair value of the derivative liability. Increases or decreases in the Company’s stock price would have corresponding increases or decreases in the fair value of the derivative liability. Total debt issuance costs of $2.3 million will be amortized over the 7-year contractual life of the 2027 Notes. The total unamortized discount of $106.3 million as of March 31, 2021 will be amortized over the remaining contractual life of the 2027 Notes. For the three months ended March 31, 2021, interest expense on the 2027 Notes totaled $7.5 million. Amortization of the discount was $2.3 million for the three months ended March 31, 2021. Amortization of debt issuance costs were immaterial for the three months ended March 31, 2021. The effective interest rate on the liability component of the 2027 Notes was 10.5% as of March 31, 2021.

For the three months ended March 31, 2021, no shares were issued upon conversion, exercise, or satisfaction of the required conditions. Refer to Note 10 — Supplemental equity information for details on the convertible debt's impact to diluted earnings per share under the if-converted method.

Senior Convertible Notes due 2024

On November 19, 2019, we acquired Gannett Co., Inc. (which was renamed Gannett Media Corp. and is referred to as “Legacy Gannett”) and we changed our name to Gannett Co., Inc. On April 9, 2018, Legacy Gannett completed an offering of 4.75% convertible senior notes (the "2024 Notes"), resulting in total aggregate principal of $201.3 million and net proceeds of approximately $195.3 million. Interest on the notes is payable semi-annually in arrears. The notes mature on April 15, 2024 with our earliest redemption date being April 15, 2022. The stated conversion rate of the notes is 82.4572 shares per $1,000 in principal or approximately $12.13 per share.

The Company's acquisition of Legacy Gannett constituted a Fundamental Change and Make-Whole Fundamental Change under the terms of the indenture governing the notes. At the acquisition date, the Company delivered to noteholders a notice offering the right to surrender all or a portion of their notes for cash on December 31, 2019. On December 31, 2019, we completed the redemption of $198.0 million in aggregate principal in exchange for cash.

The $3.3 million principal value of the remaining 2024 Notes outstanding is reported as convertible debt in the condensed consolidated balance sheets. The effective interest rate on the notes was 6.05% as of March 31, 2021.

NOTE 8 — Pensions and other postretirement benefit plans

We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under collective bargaining agreements. Our retirement plans include the Gannett Retirement Plan (the "GR Plan"), the Newsquest and Romanes Pension Schemes in the U.K. (the "U.K. Pension Plans"), and other defined benefit and defined contribution plans. We also provide health care and life insurance benefits to certain retired employees who meet age and service requirements.



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Retirement plan costs include the following components:
Pension Benefits
Postretirement Benefits
Three months ended March 31,Three months ended March 31,
In thousands2021202020212020
Operating expenses:
Service cost - benefits earned during the period$511 $681 $31 $33 
Non-operating expenses (Other income):
Interest cost on benefit obligation17,031 20,717 501 567 
Expected return on plan assets(41,430)(39,759)  
Amortization of actuarial loss (gain)35 (27)(15)13 
Total non-operating (benefit) expenses$(24,364)$(19,069)$486 $580 
Total expense (benefit) for retirement plans$(23,853)$(18,388)$517 $613 

During the three months ended March 31, 2021, we contributed $22.7 million and $2.5 million to our pension and other postretirement plans, respectively, including $11 million in minimum required contributions for the GR Plan attributable to the 2019 plan year, as required by the Employee Retirement Income Security Act of 1974 ("ERISA"), which were deferred until January 4, 2021. Additionally, in response to the COVID-19 pandemic our GR Plan in the U.S. has deferred certain contractual contributions and negotiated a contribution payment plan of $5.0 million per quarter starting December 31, 2020 through the end of September 30, 2022.

NOTE 9 — Income taxes

The following table outlines our pre-tax net income (loss) and income tax amounts:
Three months ended March 31,
In thousands20212020
Loss before income taxes$(151,810)$(71,627)
(Benefit) provision for income taxes(9,109)8,979 
Effective tax rate6.0 %***
*** Our effective tax rate for the period was not meaningful.

For the three months ended March 31, 2021, our effective income tax rate on pre-tax net loss was 6.0%. For the three months ended March 31, 2020 our effective income tax rate on pre-tax net loss was not meaningful.

The benefit for income taxes for the three months ended March 31, 2021 was mainly driven by the pre-tax net loss generated during the quarter and was calculated using the estimated annual effective tax rate of 43.4%. The estimated annual effective tax rate is based on a projected tax expense for the full year. The tax benefit for the three months ended March 31, 2021 is lower than the 21% statutory federal rate due to the impact of the derivative revaluation, which is nondeductible for tax purposes, partially offset by the creation of valuation allowances on non-deductible interest expense carryforwards as well as state income tax and foreign tax expense.

The Coronavirus Aid, Relief, and Economic Securities ("CARES") Act was enacted on March 27, 2020. The legislation allowed the Company to defer certain employer payroll tax payments in 2020 to the end of 2021 and 2022. In addition, the Company is pursuing Employee Retention Tax Credits as provided under the CARES Act. The Company continually monitors guidance from the U.S. Department of the Treasury and the Internal Revenue Service to determine whether additional tax benefits are available from this legislation and similar stimulus efforts.

The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $39.7 million as of March 31, 2021 and $39.5 million as of December 31, 2020. The amount of accrued interest and penalties payable related to unrecognized tax benefits was $2.8 million as of March 31, 2021 and $2.6 million as of December 31, 2020.

It is reasonably possible that further adjustments to our unrecognized tax benefits may be made within the next twelve months due to audit settlements and regulatory interpretations of existing tax laws. At this time, an estimate of potential change to the amount of unrecognized tax benefits cannot be made.


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NOTE 10 — Supplemental equity information

Loss per share

The following table sets forth the information used to compute basic and diluted loss per share:
Three months ended March 31,
In thousands20212020
Net loss attributable to Gannett$(142,316)$(80,152)
Basic weighted average shares outstanding134,075 130,568 
Diluted weighted average shares outstanding134,075 130,568 

The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive:
Three months ended March 31,
In thousands20212020
Warrants845 1,362 
Stock options6,068 6,068 
Restricted stock grants (a)
10,811 9,494 
2027 Notes (b)
99,419  
(a)Includes Restricted stock awards ("RSA"), Restricted stock units ("RSU") and Performance stock units ("PSU").
(b)Represents the total number of shares that would be convertible at March 31, 2021 as stipulated in the Indenture.

The 2027 Notes may be converted at any time by the holders into cash, shares of the Company’s Common Stock or any combination of cash and Common Stock, at the Company’s election. Conversion of all of the 2027 Notes into Common Stock (assuming the maximum increase in the Conversion Rate as a result of a Make-Whole Fundamental Change but no other adjustments to the Conversion Rate), would result in the issuance of an aggregate of 294.2 million shares of Common Stock. The Company has excluded approximately 194.7 million shares from the loss per share calculation, representing the difference between the total number of shares that would be convertible at March 31, 2021 and the total number of shares issuable assuming the maximum increase in the Conversion Rate.

Share-based compensation

The Company recognized compensation cost for share-based payments of $3.4 million and $11.6 million for the three months ended March 31, 2021 and 2020, respectively.

The total compensation cost not yet recognized related to non-vested awards as of March 31, 2021 was $39.8 million, which is expected to be recognized over a weighted-average period of 2.5 years through September 2023.

Restricted stock awards

During the three months ended March 31, 2021, a total of 3.9 million shares of RSAs were granted. RSAs generally vest in equal annual installments over a three-year period subject to the participants' continued employment with the Company. The weighted average grant date fair value of RSAs granted during the three months ended March 31, 2021 was $5.29.

Rights Agreement

On April 6, 2020, the Company's board of directors (the "Board") adopted a stockholder rights plan in the form of a Section 382 Rights Agreement ("Rights Agreement") to preserve and protect the Company's income tax net operating loss carryforwards ("NOLs") and other tax assets. As of December 31, 2019, the Company had approximately $435 million of NOLs available which could be used in certain circumstances to offset future federal taxable income.

Under the Rights Agreement, the Board declared a non-taxable dividend of one preferred share purchase right for each outstanding share of Common Stock. The rights will be exercisable only if a person or group acquires 4.99% or more of


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Gannett’s Common Stock. Gannett’s existing stockholders that beneficially own in excess of 4.99% of the Common Stock are "grandfathered in" at their current ownership level and the rights then become exercisable if any of those stockholders acquire an additional 0.5% or more of Common Stock of the Company. If the rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase Gannett Common Stock at a 50% discount or Gannett may exchange each right held by such holders for one share of Common Stock. Rights held by the person or group triggering the rights will become void and will not be exercisable. The Board has the discretion to exempt any person or group from the provisions of the Rights Agreement.

The rights issued under the Rights Agreement will expire on the day following the certification of the voting results for Gannett’s 2021 annual meeting of stockholders, unless Gannett’s stockholders ratify the Rights Agreement at or prior to such meeting, in which case the Rights Agreement will continue in effect until April 5, 2023. The Board also has the ability to terminate the plan if it determines that doing so would be in the best interest of Gannett’s stockholders. The rights may also expire at an earlier date if certain events occur, as described more fully in the Rights Agreement filed by the Company with the Securities and Exchange Commission.

Preferred stock

The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the Board, of which 150,000 shares have been designated as Series A Junior Participating Preferred Stock, none of which are outstanding. There were no issuances of preferred stock during the three months ended March 31, 2021.

Accumulated other comprehensive income (loss)

The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss), net of tax for the three months ended March 31, 2021 and 2020:
Three months ended March 31, 2021Three months ended March 31, 2020
In thousandsPension and Postretirement PlansForeign Currency Translation



TotalPension and Postretirement PlansForeign Currency TranslationTotal
Beginning balance$40,441 $9,732 $50,173 $936 $7,266 $8,202 
Other comprehensive income (loss) before reclassifications371 3,037 3,408 966 (14,033)(13,067)
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)
15  15 (10) (10)
Net current period other comprehensive income (loss), net of taxes386 3,037 3,423