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Summary of significant accounting policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of presentation Basis of presentation
The Consolidated financial statements include all the assets, liabilities, revenues, expenses, and cash flows of entities which
Gannett controls due to ownership of a majority voting interest ("subsidiaries"). All significant intercompany accounts and
transactions have been eliminated in consolidation, and the Company consolidates entities that it controls due to ownership of a
majority voting interest.
Use of estimates Use of estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles ("U.S.
GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Consolidated financial
statements and footnotes thereto. Actual results could differ materially from those estimates.
Significant estimates inherent in the preparation of the Consolidated financial statements include pension and
postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of
property, plant, and equipment and the mark to market of the conversion feature associated with the convertible debt.
Reclassifications Reclassifications
Certain reclassifications have been made to the prior year Consolidated financial statements to conform to classifications
used in the current year. Beginning in the first quarter of 2024, the Company updated the presentation of its revenues to reflect
the disaggregation between Digital revenues and Print and commercial revenues. These reclassifications had no impact on net
income (loss), stockholders' equity or cash flows as previously reported.
Cash, cash equivalents, and restricted cash and supplementary cash flow information Cash, cash equivalents and restricted cash and supplementary cash flow information
Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less.
Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters
of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions
for insurance plans.
Accounts receivable Accounts receivable
Accounts receivable are stated at amounts due from customers, net of allowances, which reflect the Company's expected
credit losses based on historical experience as well as current and expected economic conditions.
Inventory Inventory
Inventory consists principally of newsprint, which is valued at the lower of cost or net realizable value. Cost is determined
using the first-in, first-out ("FIFO") method.
Property, plant, and equipment, software development costs, and depreciation Property, plant, and equipment, software development costs and depreciation
Property, plant, and equipment are recorded at cost or at fair value for property, plant, and equipment related to acquired
businesses. Routine maintenance and repairs are expensed as incurred. Depreciation is calculated under the straight-line method
over the estimated useful lives. Leasehold improvements are amortized under the straight-line method over the shorter of the
lease term or estimated useful life of the asset.
We capitalize costs to develop software for internal use when it is determined the development efforts will result in new or
additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with ongoing
maintenance are expensed as incurred and included in Operating costs in the accompanying Consolidated statements of
operations and comprehensive income (loss).
Property, plant, and equipment and software development costs are evaluated for impairment in accordance with our policy
for amortizable intangible assets and other long-lived assets.
Goodwill, intangible and long-lived assets Goodwill, intangible and long-lived assets
Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible
assets, net of liabilities assumed. Indefinite-lived intangible assets consist of newspaper mastheads and finite-lived intangible
assets consist of advertiser, subscriber and other customer relationships, as well as trade names, and developed technology.
Newspaper mastheads are not amortized because it has been determined that the useful lives of such mastheads are indefinite.
Intangible assets that have finite useful lives are amortized over those useful lives.
Goodwill is tested for impairment annually as of November 30 each year and between annual tests if events occur or
circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We
perform our impairment analysis on each of our reporting units. We evaluate our reporting units annually, as well as when
changes in our operating structure occur. The Company has the option to qualitatively assess whether it is more likely than not
that the fair value of a reporting unit is less than its carrying value. If the Company elects to perform a qualitative assessment
and concludes it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying value, no
further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In the
quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of the
reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an
orderly transaction between market participants at the measurement date. The Company generally determines the fair value of a
reporting unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value
include inputs that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a
specific point in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value.
Significant assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected
operating cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting
unit exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its
implied fair value.
Indefinite-lived intangible assets, which are newspaper mastheads, are tested for impairment annually or more frequently if
events or changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the
fair value of each group of mastheads with their carrying amount. We use a relief from royalty approach which utilizes a
discounted cash flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future
operating results in determining the reporting unit fair values are consistently applied in determining the fair value of
mastheads.
The Company assesses the recoverability of its long-lived assets, including property, plant, and equipment and finite-lived
intangible assets, whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. The
evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The
assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash
flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment
existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of
such asset group exceeds its fair value.
All three of our reporting units have goodwill balances. We conducted our goodwill and indefinite-lived intangible asset
impairment testing in the fourth quarter of 2024 and did not identify any impairment. In addition, we had no impairments of
goodwill and indefinite-lived intangible assets in 2023 and 2022.
Income taxes Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. The Company establishes a valuation allowance if it is more likely than
not that all or a portion of a deferred tax asset will not be realized. See Note 11 — Income taxes for further discussion.
We also evaluate any uncertain tax positions and recognize a liability for the tax benefit associated with an uncertain tax
position if it is more likely than not that the tax position will not be sustained on examination by the taxing authorities upon
consideration of the technical merits of the position. The tax benefits recognized in the financial statements from such positions
are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We
record a liability for uncertain tax positions taken or expected to be taken in a tax return. Any change in judgment related to the
expected ultimate resolution of uncertain tax positions is recognized in earnings in the period in which such change occurs.
Fair value of financial instruments Fair value of financial instruments
The carrying value of the Company's cash equivalents, accounts receivable, accounts payable, and accrued liabilities
approximate fair value due to the short maturity of these instruments. A discussion of the fair value level of the Company's debt
and embedded conversion option is disclosed in Note 8 — Debt. For further details surrounding our policies on fair value
measurement, including the fair values of our pension plan assets, refer to Note 10 — Fair value measurement.
Deferred financing costs Deferred financing costs
Deferred financing costs consist of costs incurred in connection with debt financings and are recorded as a contra-liability
in Long-term debt on the Consolidated balance sheets. Such costs are amortized using the effective interest method over the
estimated remaining term of the debt. This amortization represents a component of Interest expense. A proportionate amount of
deferred financing costs is written-off upon early prepayment of debt as a component of Loss (gain) on early extinguishment of
debt on the Consolidated statements of operations and comprehensive income (loss).
Revenue recognition Revenue recognition
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. Our contracts with
customers sometimes include promises to transfer multiple products and services to a customer. Revenue from sales agreements
that contain multiple performance obligations are allocated to each obligation based on the relative standalone selling price. We
determine standalone selling prices based on observable prices charged to customers.
Digital
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.
Digital advertising and marketing revenues are generated primarily by online marketing products provided by our DMS
segment. The Company enters into agreements for products in which our clients typically pay in advance and on a monthly
basis. These prepayments include all charges for the included technology and any media services, management, third-party
content, and other costs and fees, all of which are accounted for as a single performance obligation. Revenue is then recognized
as we purchase and deliver media on behalf of the customer and perform other marketing-related services.
Digital subscription revenues are derived from digital subscriptions. Digital subscription revenues are generally billed to
customers at the beginning of the subscription period and are typically recognized over the subscription period as the
performance obligations are delivered. The term of customer subscriptions normally ranges from one to twelve months.
Digital other revenues are derived mainly from digital syndication, affiliate, production and licensing revenues and are
recognized when the related services are performed.
Print and commercial
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.
The Company generates Print advertising revenues primarily by delivering advertising in its national publication, USA
TODAY, and in its local publications including newspapers. Advertising revenues are categorized as local retail, local
classified, online, and national. Print advertising revenue is recognized upon publication of the advertisement.
Print circulation revenues are derived from print subscriptions as well as single copy sales at retail stores, vending racks
and boxes. Print circulation revenues from subscribers are generally billed to customers at the beginning of the subscription
period and are typically recognized over the subscription period as the performance obligations are delivered. The term of
customer subscriptions normally ranges from one to twelve months. Print circulation revenues from single-copy income are
recognized based on the date of publication.
The Company provides commercial printing services to third parties as a means to generate incremental revenue and utilize
excess printing capacity. Customers consist primarily of other publishers that do not have their own printing presses and do not
compete with other Gannett publications. The Company also prints other commercial materials, including flyers, business cards
and invitations. Revenue is generally recognized upon delivery. In addition, the Company generates revenues from its events
and promotions business. Revenues are generated primarily through ticket sales, endurance events and race management
services. Revenue is generally recognized when the event occurs.
Principal versus agent considerations
We evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net
basis) by performing analyses regarding whether we control the provision of specified goods or services before they are
transferred to our customers. We report revenues gross when we control advertising inventory before it is transferred to the
customer. Our control is evidenced by us being primarily responsible or sharing responsibility for the fulfillment of services and
maintaining control over transaction pricing.
Practical expedients and exemptions
The Company generally expenses sales commissions or other costs to obtain contracts when incurred because the
amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses.
The Company does not disclose unsatisfied performance obligations for (i) contracts with an original expected length of
one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right
to invoice for services performed.
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.
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.
Advertising costs Advertising costsAdvertising costs are expensed in the period incurred.
Pension and postretirement liabilities Pension and postretirement liabilities
Pension and other postretirement benefit costs under our defined benefit retirement plans are actuarially determined. For
plans with frozen benefits, we recognize the cost of postretirement benefits such as pension, medical, and life insurance benefits
on an accrual basis over the average life expectancy of employees expected to receive such benefits. For active plans, costs are
recognized over the estimated average future service period. We also recognize liabilities associated with the withdrawal from
multiemployer pension plans. See Note 9 — Pensions and other postretirement benefit plans for further details.
Share-based compensation Share-based compensation
Share-based payments to employees and members of the Board of Directors (i.e., grants of stock options and restricted
stock) are recognized in the Consolidated financial statements over the service period (generally the vesting period) based on
fair values measured on grant dates, less forfeitures. The Company accounts for forfeitures as they occur.
Self-insurance liability accruals Self-insurance liability accruals
The Company maintains self-insured medical and workers' compensation programs. The Company purchases stop loss
coverage from third parties, which limits our exposure to large claims. The Company records a liability for healthcare and
workers' compensation costs during the period in which they occur, including an estimate of incurred but not reported claims.
Concentration of risk Concentration of risk
Cash and cash equivalents are maintained with multiple financial institutions. The Company has deposits held with banks
that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and
are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.
Due to the distributed nature of our operations, we are not subject to significant concentrations of risk relating to
customers, products, or geographic locations.
Leases Leases
We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease assets, Other
current liabilities, and Long-term operating lease liabilities on our Consolidated balance sheets. Operating lease right-of-use
("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments
over the lease term at commencement date. The rates implicit within the Company's leases are generally not determinable;
therefore, the Company uses judgment to determine the incremental borrowing rate used to calculate the present value of lease
payments. The incremental borrowing rate is determined using our credit rating and information available related to similar
terms and payments as of the commencement date. ROU assets are assessed for impairment in accordance with the Company's
accounting policy for long-lived assets.
Our lease terms include options to extend or terminate. The period which is subject to an option to extend the lease is
included in the lease term if it is reasonably certain that the option will be exercised. The period which is subject to an option to
terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease expense for minimum lease
payments is recognized on a straight-line basis over the lease term.
For all material classes of leased assets, we do not separate lease components from non-lease components, and account for
both components as a single lease component. For certain equipment leases, we apply a portfolio approach to account for the
operating lease ROU assets and liabilities.
Loss contingencies Loss contingencies
We are subject to various legal proceedings, claims, and regulatory matters, the outcomes of which are subject to
significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether
the risk of loss is remote, reasonably possible, or probable and whether it can be reasonably estimated. We accrue for loss
contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible,
we will disclose the potential range of the loss if material and estimable. Legal costs expected to be incurred in connection with
loss contingencies are expensed as incurred.
Foreign currency translation Foreign currency translation
The statements of income of foreign operations have been translated to U.S. dollars using the average currency exchange
rates in effect during the relevant period. The balance sheets have been translated using the currency exchange rates as of the
end of the accounting period. The impact of currency exchange rate changes on the translation of the balance sheets are
included in Comprehensive income (loss) in the Consolidated statements of operations and comprehensive income (loss) and
are classified as Accumulated other comprehensive loss in the Consolidated balance sheets and Consolidated statements of
equity.
Recent accounting pronouncements adopted and not yet adopted Recent accounting pronouncements adopted
Reportable segment disclosures
In November 2023, the Financial Accounting Standards Board (the "FASB") issued guidance, Accounting Standards
Update ("ASU") 2023-07, which improves reportable segment disclosure requirements primarily through enhanced disclosures
about significant segment expenses. ASU 2023-07 requires the amendments to be applied retrospectively and is effective for
annual reporting periods beginning with the year ended December 31, 2024 and for interim periods beginning with the quarter
ending March 31, 2025. The Company's adoption of this guidance did not have an impact on the Consolidated financial
statements. Refer to "Note 14 – Segments", which reflects updated disclosures to include segment expenses regularly provided
to the Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer.
Recent accounting pronouncements not yet adopted
Induced conversions of convertible debt instruments
In November 2024, the FASB issued guidance, ASU 2024-04, which clarifies the assessment of whether certain
settlements of convertible debt instruments should be accounted for as an inducement conversion. The new guidance is
effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The
Company is currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated financial
statements.
Disaggregation of income statement expenses
In November 2024, the FASB issued guidance, ASU 2024-03, which requires disaggregated disclosures of certain
categories of expenses that are included in expense line items on the face of the income statement. The disclosures are required
on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and
interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of the
updated guidance and assessing the impact on the Consolidated financial statements.
Income tax disclosures
In November 2023, the FASB issued guidance, ASU 2023-09, which enhances annual income tax disclosures. ASU
2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on
income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. The Company is
currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated financial statements.