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What changed in USA TODAY Co., Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of USA TODAY Co., Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+588 added−684 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-22)

Top changes in USA TODAY Co., Inc.'s 2024 10-K

588 paragraphs added · 684 removed · 445 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

103 edited+39 added−106 removed29 unchanged
Biggest changeAs a result of this targeted acquisition strategy, we achieved our highest digital-only average revenue per user ("Digital-only ARPU") in the second half of 2023. Refer to "Key Performance Indicators" in Management's Discussion and Analysis of Financial Condition and Results of Operations" below for further discussion of Digital-only ARPU.
Biggest changeRefer to "Key Performance Indicators" in Management's Discussion and Analysis of Financial Condition and Results of Operations" below for further discussion of Digital-only ARPU. 7 Table of Contents Print and commercial revenues Print and commercial revenues at the Domestic Gannett Media segment were $1.2 billion in 2024 , compared to $1.5 billion in 2023 , which represented 64% of total Domestic Gannett Media segment revenues in 2024 , down from 69% in 2023 , making it our single largest revenue category in 2024 .
These laws, rules and regulations cover several diverse areas, including environmental matters, employee health and safety, data and privacy protection and anti-trust provisions. These U.S. federal, state, and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change.
These laws, rules, and regulations cover several diverse areas, including environmental matters, employee health and safety, data and privacy protection, consumer protection and anti-trust provisions. These U.S. federal, state, and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change.
For example, some businesses might need to significantly improve their websites and focus on converting sales leads, while others may need to focus on building awareness of their business and driving more leads to their site and social pages. LocaliQ DMS identifies the biggest opportunities and provides solutions by recommending the right mix of product platform features and measuring results.
For example, some businesses might need to significantly improve their websites and focus on converting sales leads, while others may need to focus on building awareness of their business and driving more leads to their site and social pages. LocaliQ identifies the biggest opportunities and provides solutions by recommending the right mix of product platform features and measuring results.
We also increasingly compete with digital and social media companies, as well as advertising networks and other programmatic buying channels for advertising revenues. Development of opportunities in, and competition from, digital and social media, including websites, mobile applications, and social products continues to increase.
We also compete with digital and social media companies, as well as advertising networks and other programmatic buying channels for advertising revenues. Development of opportunities in, and competition from, digital and social media, including websites, mobile applications, and social products continues to increase.
The Company uses its website as a channel of distribution for important company information and we use the investors.gannett.com websites as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
The Company uses its website as a channel of distribution for important company information and we use the investors.gannett.com website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
DMS Advertising and marketing services revenues are subject to moderate seasonality due primarily to fluctuations in marketing budgets for seasonal businesses. We believe the diversification of the product suite will, over time, reduce the impact from seasonal fluctuations. Products Digital marketing requires a holistic view of how online presence, advertising and conversion efforts work together to get results.
DMS Digital marketing services revenues are subject to moderate seasonality due primarily to fluctuations in marketing budgets for seasonal businesses. We believe the diversification of the product suite will, over time, reduce the impact from seasonal fluctuations. Products Digital marketing requires a holistic view of how online presence, advertising and conversion efforts work together to achieve results.
The Newsquest segment is focused on monetizing its large organic audience of approximately 51 million (b) monthly unique visitors, on average, through multiple digital revenue touchpoints, such as digital subscriptions, affiliate and content partnerships, digital advertising leveraging both first and third-party data, new product offerings, and sports verticals.
The Newsquest segment is focused on monetizing its large organic audience of approximately 53 million (b) monthly unique visitors, on average, through multiple digital revenue touchpoints, such as digital subscriptions, affiliate and content partnerships, digital advertising leveraging both first and third-party data, new product offerings, and sports verticals.
We reach approximately 1 in 2 adults (a) in the U.S., led by USA TODAY and amplified by local media brands within the USA TODAY NETWORK.
We reach 1 in 2 adults (a) in the U.S., led by USA TODAY and amplified by local media brands within the USA TODAY NETWORK.
Each of our publications compete for advertising revenues to varying degrees with traditional media outlets such as direct mail, yellow pages, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, shoppers, and other print and online media sources, including local blogs.
Each of our publications compete for advertising revenues to varying degrees with traditional media outlets such as direct mail, yellow pages, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, shoppers, and other print and online media sources.
We reach a large, diverse audience through our print and digital daily and non-daily publications throughout the U.K. As of December 31, 2023, our journalism network is powered by an integrated and award-winning news organization comprised of approximately 500 journalists.
We reach a large, diverse audience through our print and digital daily and non-daily publications throughout the U.K. As of December 31, 2024 , our journalism network is powered by an integrated and award-winning news organization comprised of approximately 500 journalists.
Gannett is committed to continuing to include more detailed articles to provide broader context to news in health, environment and science and include in-depth analyses that explore questions of how and why health and climate trends matter to our readers. In 2023, Gannett’s U.S.
Gannett is committed to continuing to include more detailed articles to provide broader context to news in health, environment and science and include in-depth analyses that explore questions of how and why health and climate trends matter to our readers. In 2024 , Gannett’s U.S.
Gannett recognizes that if we are to contribute towards achieving net zero, we need to establish our full carbon footprint baseline, implementing reduction strategies along our journey. Gannett continues to harness employee enthusiasm through Sustainability Forward, which is an ERG focused on bringing together a community of employees who are passionate about ESG topics.
Gannett recognizes that if we are to contribute towards achieving net zero, we need to establish our full carbon footprint baseline, implementing reduction strategies along our journey. Gannett continues to harness employee enthusiasm through Sustainability Forward, which is an employee resource group focused on bringing together a community of employees who are passionate about ESG topics.
We invested in a best-in-class carbon accounting software, Net Zero Cloud, and partnered with Green Impact to implement this software and enhance our ability to capture emissions data on an expanded number of assets and scopes. To build upon our progress in measuring and tracking our Scope 1 and 2 emissions, we have plans to expand into Scope 3 categories.
We invested in a best-in-class carbon accounting software and partnered with Green Impact to implement this software and enhance our ability to capture emissions data on an expanded number of assets and scopes. To build upon our progress in measuring and tracking our Scope 1 and 2 emissions, we have plans to expand into Scope 3 categories.
By clustering our production resources, utilizing excess capacity for commercial work, or outsourcing where cost-beneficial, we seek to reduce the operating costs of our publications while increasing the quality of our small and mid-size market publications that would typically not otherwise have access to high quality production facilities.
By clustering our publication resources, utilizing excess capacity for commercial work, or outsourcing where cost-beneficial, we seek to reduce the operating costs of our publications while increasing the quality of our small and mid-size market publications that would typically not otherwise have access to high quality production facilities at competitive costs.
We also increasingly compete with digital and social media companies, as well as advertising networks and other programmatic buying channels for advertising revenues. Development of opportunities in, and competition from, digital and social media, including websites, mobile applications, and social products continues to increase.
We also increasingly compete with technology and social media companies, as well as advertising networks and other programmatic buying channels for advertising revenues. Development of opportunities in, and competition from, digital and social media platforms, including websites, mobile applications, social products, and AI continues to increase.
The Domestic Gannett Media segment is focused on monetizing its digital audience, through multiple digital revenue touchpoints, such as digital subscriptions, affiliate and content partnerships, digital advertising leveraging both first and third-party data, new product offerings, and sports verticals.
The Domestic Gannett Media segment is focused on monetizing its digital audience, through multiple digital revenue touchpoints, such as digital subscriptions, digital content syndication, affiliate and content partnerships, digital advertising leveraging both first and third-party data, and new product offerings.
The Domestic Gannett Media segment expects to continue to protect its audience market share and to expand its audience reach in the digital media industry through a focus on high quality content and journalism, internal audience development efforts, content distribution programs, acquisitions, and partnerships.
We expect the Domestic Gannett Media segment to continue to protect its audience market share and to expand its audience reach in the digital media industry through a focus on high quality content and journalism, internal audience development efforts, content distribution programs, acquisitions, and partnerships.
Approximately 46% of the net paid circulation volumes of USA TODAY in 2023 was generated by single-copy sales at retail outlets, vending machines, or hotels that provide copies to their guests. Net paid circulation volumes of USA TODAY also include home and office delivery, mail, educational, and other sales.
Approximately 44% of the net paid circulation volumes of USA TODAY in 2024 was generated by single-copy sales at retail outlets, vending machines, or hotels that provide copies to their guests. Net paid circulation volumes of USA TODAY also include home and office delivery, mail, educational, and other sales.
Raw Materials Newsprint, which is the basic raw material used in our print publications, has been and may continue to be subject to significant price changes from time to time. During 2023, we purchased newsprint as well as other specialty paper grades from 16 domestic and global suppliers.
Raw Materials Newsprint, which is the basic raw material used in our print publications, has been and may continue to be subject to significant price changes from time to time. During 2024 , we purchased newsprint as well as other specialty paper grades from 14 domestic and global suppliers.
Enabling a positive employee experience, within a values-based, inclusive work culture, remains a top priority at Gannett. Aligned to our purpose, we endeavor to provide engaging work and foster a learning culture that supports our employees' ability to reach their goals and continue to develop new skills and capabilities.
Enabling a positive employee experience, remains a top priority at Gannett. Aligned to our purpose, we endeavor to provide engaging work and foster a learning culture that supports our employees' ability to reach their goals and continue to develop new skills and capabilities.
In addition to the subscription model in our U.S. local markets, single-copy print editions continue to be sold at retail outlets and accounted for approximately 11% of daily and 14% of Sunday net paid circulation volume in 2023.
In addition to the subscription model in our U.S. local markets, single-copy print editions continue to be sold at retail outlets and accounted for approximately 9% of daily and 14% of Sunday net paid circulation volume in 2024 .
Our all access content subscription model in our local markets includes a home delivered print product along with access to our content via multiple digital platforms, with subscription prices varying by market, frequency, and product, among other variables. As of December 31, 2023, we had 1.2 million print subscribers.
Our all access content subscription model in our local markets includes a home delivered print product along with access to our content via multiple digital platforms, with subscription prices varying by market, frequency, and product, among other variables. As of December 31, 2024 , we had approximately 1.0 million print subscribers.
As part of our commitment to social responsibility, Gannett strives to minimize its environmental impact through sustainable business practices for sourcing, consumption, and waste.
As part of our commitment to social responsibility, Gannett strives to minimize its environmental 16 Table of Contents impact through sustainable business practices for sourcing, consumption, and waste.
Production and Distribution As of December 31, 2023, the Newsquest segment owned and/or operated four production facilities.
Production and Distribution As of December 31, 2024 , the Newsquest segment owned and/or operated four production facilities.
Our solutions work across the USA TODAY NETWORK and major online platforms such as Google, Facebook, Microsoft, Snap, and others. Our product portfolio offers a simple all-in-one platform powered by artificial intelligence and service experts that grows and adapts with the needs of local business owners.
Our products and solutions work across the USA TODAY NETWORK and major online platforms such as Google, Facebook, Microsoft, Yelp, Snap, and others. Our products and solutions portfolio offers a simple all-in-one platform powered by AI and service experts that grows and adapts with the needs of local business owners.
Our total consumption was approximately 114,000 metric tons in 2023, a decrease of 24% from 2022, which included consumption by our owned and operated print sites, third-party printing sites, and Newsquest, and includes consumption for Gannett products as well as products printed commercially for third-parties.
Our total consumption was approximately 96,000 metric tons in 2024 , a decrease of 16% from 2023 , which included consumption by our owned and operated print sites, third-party printing sites, and Newsquest, and includes consumption for Gannett products as well as products printed commercially for third-parties.
As of December 31, 2023, we employed approximately 10,000 employees in the U.S., of which approximately 17% are represented by labor unions, most of which are affiliated with one of seven international unions. As of December 31, 2023, there were approximately 2,800 employees outside of the U.S., including approximately 1,900 employed by Newsquest in the U.K.
As of December 31, 2024 , we employed approximately 8,900 employees in the U.S., of which approximately 17% were represented by labor unions, most of which were affiliated with one of seven international unions. As of December 31, 2024 , there were approximately 2,800 employees outside of the U.S., including approximately 1,900 employed by Newsquest in the U.K.
In 2023, the group hosted monthly meetings, community initiatives, and company-wide events and training geared toward education, climate change solutions, traditions and investing in companies dedicated to saving our planet. With consistent growth throughout the year, the Sustainability Forward ERG ended 2023 with approximately 140 employees across the Company.
In 2024 , the group hosted monthly meetings, community initiatives, and company-wide events and training geared toward education, climate change solutions, traditions and investing in companies dedicated to saving our planet. With consistent growth throughout the year, the Sustainability Forward employee resource group ended 2024 with approximately 150 employees across the Company.
In addition, during 2023 , the combined average daily print readership was approximately 3.2 million on Sunday and 2.9 million daily Monday through Saturday, primarily driven by our U.S. local property network and to a lesser extent, USA TODAY.
In addition, during 2024 , the combined average daily print readership was approximately 2.6 million on Sunday and 2.3 million daily Monday through Saturday, primarily driven by our domestic local property network and to a lesser extent, USA TODAY.
In January 2024, we published our network-wide 2023 Journalism Impact Report, which highlighted what we believe are the most influential articles we produced in 2023 and covers topics such as coverage on ID&E, as well as climate change.
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 coverage on inclusion, diversity and equity as well as climate change.
In addition, there is increasing attention in the U.S. and worldwide concerning the issue of climate change and the effect of greenhouse gas emissions. The Company believes that understanding and managing greenhouse gas emissions is important to effectively mitigate our impact to the environment.
In addition, there is increasing attention in the U.S. and worldwide concerning the issue of climate change and the effect of greenhouse gas emissions. We believe that understanding and managing greenhouse gas emissions are important to effectively mitigate our impact to the environment. See "Climate Change" below.
There is very little barrier to entry and limited capital requirements for new companies to enter the market with competitive digital products. Additionally, we are generally not compensated for the use of our original content by third-party digital products and social platforms.
There is very little barrier to entry and often limited capital requirements for new companies to enter the market with competitive digital products. Additionally, there are times when we are not, or in the future we may not be, compensated for the use of our original content by third-party digital products and social platforms.
We continue to reduce the number of presses in operation by consolidating print operations and by significantly reducing the square footage of our office space through consolidation of offices, in many cases, to more energy efficient spaces.
We continue to reduce the number of presses in operation by consolidating print operations and by significantly reducing the square footage of our office space through consolidation of offices, in many cases, to more energy efficient spaces. We also strive to incorporate sustainability throughout our supply usage and supply chain.
As a result of the often rapidly evolving changes, the application, interpretation, and enforcement of these and other applicable laws and regulations are often uncertain and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices. We are committed to conducting our business in accordance with applicable laws, rules, and regulations.
As a result of the often rapidly evolving changes, the application, interpretation, and 14 Table of Contents enforcement of these and other applicable laws and regulations are often uncertain and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices.
Uncertain economic conditions adversely impacted our advertising 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 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.
There is very little barrier to entry and limited capital requirements for new companies to enter the market with competitive digital products. Additionally, we are generally not compensated for the use of our original content by third-party digital products and social platforms.
There is very little barrier to entry and often limited capital requirements for new companies to enter the market with competitive digital products. Additionally, there are times when we are not, or in the future we may not be, compensated for the use of our original content by third-party digital products and social platforms, including AI-driven platforms.
Our DMS segment has sales operations in the U.S., Canada, New Zealand, Australia, India and the U.K. During 2023, approximately 95% of our DMS segment revenues were generated in North America and the remaining 5% from other international markets. All DMS segment revenues are digital revenues. Competition The market for local online advertising solutions is intensely competitive and rapidly changing.
During 2024 , approximately 95% of our DMS segment revenues were generated in North America and the remaining 5% from other international markets. All DMS segment revenues are digital revenues. Competition The market for local online advertising solutions is intensely competitive and rapidly changing.
Below are descriptions of these three categories: • Digital media includes direct sold display advertising as well as programmatic advertising and leverages both first and third-party data delivered on either our digital products or off-platform through omnichannel partners or on distribution channels. • Digital classified encompasses digital advertising revenues associated with our classified partnerships, including auto, employment and real estate as well as legal, and obituaries. • Digital marketing services represents our integrated, proprietary marketing platform that helps local businesses build their online presence through high conversion websites, drives awareness and leads through products such as search engine marketing, manages and nurtures leads through our marketing automation platform, and measures which activities are most effective.
Below are descriptions of these categories: • Digital advertising offerings include direct sold display advertising and programmatic advertising that leverages both first and third-party data delivered on either our digital products or off-platform as well as classified advertisements such as auto, employment, real estate, legal, and obituary notifications, which may leverage third-party providers. • Digital marketing services represent our integrated, proprietary marketing platform that helps local businesses build their online presence through high conversion websites, drives awareness and leads through products such as search engine marketing, manages and nurtures leads through our marketing automation platform, and measures which activities are most effective.
Environmental Regulation The Company is committed to its strategy of protecting the environment. Our goal is to ensure our production and distribution facilities comply with applicable federal, state, local, and foreign environmental laws and to incorporate appropriate environmental practices and standards in our operations. We believe we are one of the industry leaders in the use of recycled newsprint.
We are committed to conducting our business in accordance with applicable laws, rules, and regulations. Environmental Regulation We are committed to its strategy of protecting the environment. Our goal is to ensure our production and distribution facilities comply with applicable federal, state, local, and foreign environmental laws and to incorporate appropriate environmental practices and standards in our operations.
Below are descriptions of these three categories: • Digital media includes direct sold display advertising as well as programmatic advertising and leverages both first and third-party data delivered on either our digital products or off-platform through omnichannel partners or on distribution channels. • Digital classified encompasses digital advertising revenues associated with our classified partnerships, including auto, employment and real estate as well as legal, and obituaries. • Digital marketing services represents our integrated, proprietary marketing platform that helps local businesses build their online presence through high conversion websites, drives awareness and leads through products such as search engine marketing, manages and nurtures leads through our marketing automation platform, and measures which activities are most effective.
Below are descriptions of these categories: • Digital advertising offerings include direct sold display advertising and programmatic advertising that leverages both first and third-party data delivered on either our digital products or off-platform as well as classified advertisements such as auto, employment, real estate, legal, and obituary notifications, which may leverage third party providers. • Digital marketing services represent our integrated, proprietary marketing platform that helps local businesses build their online presence through high conversion websites, drives awareness and leads through products such as search engine optimization and marketing, manages and nurtures leads through our marketing automation platform, and measures which activities are most effective.
National Climate Change Cross team published approximately 9,000 stories , newsletters or major projects about climate change and the environment.
National Climate Change Cross team published over 10,600 stories , newsletters or major projects about climate change and the environment.
We are also exposed to potential increases in interest rates associated with our five-year senior secured term loan facility in an original aggregate principal amount of $516 million (the "Senior Secured Term Loan"), which as of December 31, 2023, accounted for approximately 31% of our outstanding debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K.
We are exposed to potential increases in interest rates associated with our new $900.0 million five-year first lien term loan facility, which as of December 31, 2024 , accounted for approximately 76% of our outstanding debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K.
Our advertising teams sell a full portfolio of print and digital advertising, including digital marketing services. This diverse set of products can be specifically tailored to the individual needs of advertisers from small, locally owned merchants to large, complex national brands.
This diverse set of products can be specifically tailored to the individual needs of advertisers from small, locally owned merchants to large, complex national brands. Our comprehensive portfolio encompasses print and digital advertising, along with digital marketing services, designed to serve a spectrum of clients, from small local businesses to complex national brands.
Our core print offerings include: (i) home delivery offered on a subscription basis ("home delivery"), (ii) single copy, and (iii) non-daily publications (i.e., shoppers and niche publications). Many of our publications are located in small and mid-size markets where we are often the primary provider of comprehensive local market news and information.
Our core offerings include: • Digital: digital-only subscriptions for local brands, magazines, and sports verticals; and • Print: single copy, home delivery, and non-daily publications (i.e., weekly news brands, shoppers and niche publications). Many of our publications are located in small and mid-size markets where we are often the primary provider of comprehensive local community news and information.
Create a stable foundation for growth Gannett continues to optimize and improve our foundation – completing systems consolidations and migrations, improving process workflows, and ensuring we have synergy across the organization to deliver the stabilization required to fuel our plan into the future.
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.
Expand our reach Key to our ongoing growth is expanding our base – whether clients in our DMS segment or audience in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base.
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 5 in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base.
We believe this strategic focus, coupled with our unwavering commitment to delivering relevant and essential content, will enable us to better optimize our audience and accelerate our digital revenue growth.
We believe this strategic focus, coupled with our unwavering commitment to delivering engaging and essential content, will enable us to better optimize our audience and accelerate our digital revenue growth. Our advertising operations leverage a multi-faceted approach across products, platforms, and locations.
During 2023, 13% of our domestic newsprint purchases contained recycled content, with average recycled content of 20%. 15 Table of Contents Our operations use inks, solvents, and fuels. The use, management, and disposal of certain of these substances are regulated by environmental agencies.
We believe we are one of the industry leaders in the use of recycled newsprint. During 2024 , 12% of our domestic newsprint purchases contained recycled content, with average recycled content of 22% . Our operations use inks, solvents, and fuels. The use, management, and disposal of certain of these substances are regulated by environmental agencies.
Newsquest Segment Our Newsquest segment in the U.K. is comprised of over 220 digital news and media brands across our portfolio, including over 150 daily and weekly newspapers and over 70 magazines as of December 31, 2023.
(2) Digital-only reflects reported subscription volumes as of December 31, 2024 . 10 Table of Contents Newsquest Segment Our Newsquest segment in the U.K. is comprised of over 210 digital news and media brands across our portfolio, including over 150 daily and weekly newspapers and over 60 magazines as of December 31, 2024 .
Our current portfolio of trusted media brands includes the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K.").
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.
Our digital marketing services utilize digital inventory across a number of third-party websites. Our advertising teams employ a multi-product and platform approach to advertising sales. We operate sales teams in local markets as well as a national sales agency, in conjunction with self-service options, to maximize the scale of our network.
We operate sales teams in local markets as well as a national sales agency, in conjunction with self-service options, to maximize the scale of our network. Our advertising teams sell a full portfolio of print and digital advertising, including digital marketing services.
We believe we are in substantial compliance with all applicable laws and regulations for the protection of the environment and the health and safety of our employees based upon existing facts presently known to us.
We retain a corporate environmental legal consultant who, along with internal and outside counsel, provides advice on regulatory compliance and preventive measures. We believe we are in substantial compliance with all applicable laws and regulations for the protection of the environment and the health and safety of our employees based upon existing facts presently known to us.
Our Domestic Gannett Media operations also compete for circulation and readership against other news and information outlets and amateur content creators, some of which offer their content free of charge.
Competition Our Domestic Gannett Media operations and affiliated digital platforms compete with other media and digital companies for advertising and marketing spend. Additionally, we compete for circulation and readership against other news and 8 Table of Contents information outlets and amateur content creators, some of which offer their content free of charge.
Additionally, the Domestic Gannett Media segment expects to continue to improve its suite of advertising and marketing services products through both internal development and partnerships. Joint Operating Agencies Our Domestic Gannett Media subsidiaries in Detroit, Michigan and York, Pennsylvania each participate in a joint operating agency ("JOA").
Additionally, we expect the Domestic Gannett Media segment to continue to improve its suite of advertising and marketing services products through both internal development and partnerships. Joint Operating Agreement Our Domestic Gannett Media subsidiary in Detroit, Michigan is party to a partnership which is subject to and operates under a joint operating agreement ("JOA").
We operate within a "4c" model, where the strategic pillars of Career, Culture, Company, and Community are used to establish goals, determine topics for programming and live discussions, as well as track progress and successes.
Volunteer employee resource group leaders set annual goals utilizing a strategic "4c" model, where Career, Culture, Company, and Community objectives are set and used to determine topics for programming and live discussions, as well as track progress and successes.
We centrally manage production and distribution across our entire newsroom network to maximize efficiency. We also leverage a single content management platform, allowing for content sharing across our portfolio of brands.
We also leverage a single content management platform, allowing for content sharing across our portfolio of brands.
We believe the longevity of our publications demonstrates the value and relevance of the local information we provide and has created a strong foundation of reader loyalty and a highly-recognized media brand name in each community we serve. We reach a large, diverse audience through our print and digital daily and non-daily publications throughout the U.S.
Approximately 85% of our daily media brands domestically have been published for more than 100 years. We believe the longevity of our publications demonstrates the value and relevance of the local information we provide and has created a strong foundation of reader loyalty and a highly-recognized media brand name in each community we serve.
In the U.S. local markets, Circulation revenue is largely subscription based, with approximately 88% of Circulation revenues derived from our all access content subscription model and digital-only subscriptions in 2023.
In the U.S. local markets, print circulation revenue is largely subscription based, with approximately 85% of print circulation revenues derived from home delivery subscriptions in 2024 .
Operating results for the Detroit and York JOAs are fully consolidated along with a charge for the minority partners' share of profits. 8 Table of Contents Major Publications and Markets We Serve The USA TODAY NETWORK operates as a network, leveraging integrated shared support for back-office operations such as content design and layout services, print and digital creative development, certain sales and service platforms, technology, data, and accounting and finance.
Major Publications and Markets we Serve The USA TODAY NETWORK operates as a network, leveraging integrated shared support for back-office operations such as content design and layout services, print and digital creative development, certain sales and service platforms, technology, data, and accounting and finance. We centrally manage production and distribution across our entire newsroom network to maximize efficiency.
We expect continued uncertainty and volatility in the U.S. and global economies which will continue to impact our business.
We expect continued uncertainty and volatility in the U.S. and global economies which will continue to impact our business. See "Item 1A — Risk Factors" in this Annual Report on Form 10-K. Seasonality We experience seasonality in our revenues.
In 2023, total digital revenues, which includes Digital advertising and marketing services revenues, Digital-only subscription revenues, and Other Digital revenues, including digital syndication, affiliate, production and licensing revenues, grew to $1.1 billion, or 39% of our total revenues. With approximately two million paid digital-only subscribers as of December 31, 2023, our paid digital-digital subscriptions outnumber our print subscriptions.
In 2024 , total digital revenues, which includes Digital advertising revenues, Digital marketing services revenues, Digital-only subscription revenues, and Other Digital revenues, including digital content syndication, affiliate and content partnerships, and licensing revenues, grew to $1.1 billion , or 44% of our total revenues.
Our programming includes intersectional ERG events, monthly Town Hall meetings with our Chief Executive Officer and senior leadership, and many communication channels, including, as an example, our monthly Together employee newsletter, which shares strategies on topics such as hybrid working, staying socially and professionally connected, and highlighting individual employee career progression stories. 18 Table of Contents Throughout the year we engage employees through lifecycle milestones to capture feedback through diverse channels in order to maintain a clear pulse on the employee experience.
Our programming and consistent communication across our entire workforce includes intersectional employee resource group events, monthly Town Hall meetings with our Chief Executive Officer and senior leadership, and many communication channels, including, as an example, our bi-monthly Focused Leader guide, and our monthly Together employee newsletter, which shares strategies on topics such as hybrid working, staying socially and professionally connected, and highlighting individual employee career progression stories.
The execution of this strategy is expected to allow us to continue our evolution from a more traditional print media business to a sustainable, growth-focused media and digital marketing solutions company.
We believe our strategy will allow us to continue our evolution to a sustainable, growth-focused media and digital marketing solutions company.
In the U.K., Newsquest had a digital audience in 2023 of approximately 51 million (b) monthly unique users, on average, with a total average print readership of 4.2 million every week. 10 Table of Contents The Newsquest segment generates revenue primarily through advertising, single-copy sales and subscriptions to our print and digital products, augmented by full funnel advertising solutions including digital marketing services, and, to a lesser extent, commercial printing and distribution.
Newsquest segment revenues The Newsquest segment generates revenue primarily through advertising, single-copy sales and subscriptions to our print and digital products, augmented by full funnel advertising solutions including digital marketing services, and, to a lesser extent, commercial printing and distribution.
However, we believe that it is critically important that our U.S. local property network operate at the local level and utilize the centralized infrastructure in a manner that maximizes each property's individual performance.
However, we believe that it is critically important that our U.S. local property network operate at the local level and utilize the centralized infrastructure in a manner that maximizes each property's individual performance. 9 Table of Contents The following table lists information for our major publications and their affiliated digital platforms within the listed market in the U.S., as well as our national publication, USA TODAY, as of December 31, 2024 .
By clustering our production resources, utilizing excess capacity for commercial work, or outsourcing where cost-beneficial, we seek to reduce the operating costs of our publications while increasing the quality of our small and mid-size market publications that would typically not otherwise have access to high quality production facilities.
By clustering our production resources, utilizing excess capacity for commercial work, or outsourcing where cost-beneficial, we seek to reduce the operating costs of our publications while enhancing the quality of our small and mid-size market publications. GPS leverages existing assets, including employee expertise, equipment, and distribution networks, to produce print products for Gannett and third-party customers.
(a) During 2023, our U.S. media network, which includes USA TODAY and our network of local properties, had a total digital audience of approximately 136 million (a) monthly unique visitors, on average.
Per those metrics, our content reaches more people digitally than F ox News Media, CNN Network, New York Times Digital, or WashingtonPost.com (a) . During 2024 , our U.S. media network, which includes USA TODAY and our network of local properties, had a total digital audience of approximately 140 million (a) monthly unique visitors, on average.
Our software solutions are available in North America and our lead conversion software is available in all of our markets. Distribution We deliver our suite of products and solutions to local businesses through a combination of our proprietary technology platform, our sales force, and select third-party agencies and resellers.
Distribution We deliver our suite of products and solutions to local businesses through a combination of our proprietary technology platform, our sales force, and select third-party agencies and resellers. Our DMS segment has sales operations in the U.S., Canada, New Zealand, Australia, India and the U.K.
Our U.K. subsidiaries bargain with two unions over working practices, wages, and health and safety issues. Most of our unionized employees work under collective bargaining agreements that have expired, are in the negotiation process, or are negotiating towards an initial collective bargaining agreement.
Our U.K. subsidiaries bargain with two unions over working practices, wages, and health and safety issues. Most of our unionized employees work under collective bargaining agreements. As of December 31, 2024 , there were approximately 66 existing collective bargaining agreements and five bargaining units negotiating initial contracts.
(2) Digital-only reflects reported subscription volumes as of December 31, 2023. Digital Marketing Solutions Segment Our DMS segment is dedicated to helping local businesses succeed through digital advertising and marketing solutions. The DMS segment, under the brand LocaliQ, is a sophisticated, cloud-based platform of fully-digital products that delivers customers and drives leads through technology and insights.
(2) Digital-only reflects reported subscription volumes as of December 31, 2024 . Digital Marketing Solutions Segment Our DMS segment, operating under the brand LocaliQ, provides digital advertising and marketing products and solutions to help local businesses succeed. Its cloud-based platform offers a suite of products and solutions for marketing automation, AI- driven advertising optimization, and customizable reporting.
The Company commits to the ongoing publishing of an annual network-wide Journalism Impact Report, which surfaces the top stories we produced that led to action.
The Company is committed to the ongoing publishing of an annual network-wide Journalism Impact Report, which surfaces the top stories we produced that led to action. Climate Change Essential to Gannett's mission of empowering communities to thrive are the pillars that make up our corporate social responsibility platform.
Our U.S. media network, which includes USA TODAY and our network of local properties, averaged approximately 136 million (a) unique visitors monthly during 2023 to our digital platforms. In the U.K., Newsquest is a publishing and digital leader with a network of websites that averaged approximately 51 million (b) unique visitors monthly during 2023.
In the U.K., Newsquest is a publishing and digital leader with a network of websites that averaged approximately 53 million (b) unique visitors monthly during 2024 . In total, we averaged 193 million (a)(b) unique visitors across both the Domestic Gannett Media and Newsquest segments during 2024 .
The scale of our consumer audience across the Domestic Gannett Media segment, combined with a full funnel suite of products, makes us an attractive marketing partner to various local and national businesses trying to reach consumers.
Our trusted brands, which includes USA TODAY, are powered by an integrated and award-winning news organization, which as of December 31, 2024 , comprised of approximately 3,100 journalists with deep roots in approximately 220 local communities . 6 Table of Contents The scale of our consumer audience across the Domestic Gannett Media segment, combined with a full funnel suite of products, makes us an attractive marketing partner to various local and national businesses trying to reach consumers.
Additionally, the Newsquest segment expects to continue to improve its suite of advertising and marketing services products through both internal development and partnerships. 12 Table of Contents The Newsquest segment has a portfolio of over 150 news brands and more than 70 magazines, published in print and online in the U.K.
Additionally, the Newsquest segment expects to continue to improve its suite of advertising and marketing services products through both internal development and partnerships.
The following table presents information for our major local media organizations and affiliated digital platforms operated by our Newsquest segment in the U.K. as of December 31, 2023: DAILY PAID-FOR LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS / NEWSQUEST Title Location Circulation Monday - Saturday (1) Digital-only (2) Basildon & Southend Echo Basildon, Southend on Sea 7,853 867 Bournemouth - The Daily Echo Bournemouth 5,600 2,892 Bradford Telegraph & Argus Bradford 4,487 1,795 Colchester Daily Gazette Colchester 3,666 559 Dorset Echo Dorset 4,185 1,059 East Anglian Daily Times Ipswich 6,882 1,973 Eastern Daily Press Norwich 13,485 2,190 Glasgow - Evening Times Glasgow 6,084 769 Greenock Telegraph Greenock 4,691 1,003 Ipswich Star Ipswich 2,744 701 Lancashire Telegraph Blackburn, Burnley 3,217 970 News & Star Carlisle 2,050 839 Norwich Evening News Norwich 2,893 570 Oxford Mail Oxford 4,291 1,481 South Wales Argus - Newport Newport 3,797 817 Southampton - Southern Daily Echo Southampton 6,199 1,805 Swindon Advertiser Swindon 3,893 1,384 The Argus Brighton Brighton 4,095 1,611 The Bolton News Bolton 3,954 1,599 The Herald, Scotland Glasgow, Edinburgh 11,351 7,455 The Leader Wrexham 3,131 264 The Mail Cumbria 2,358 481 The National, Scotland Glasgow, Edinburgh 2,986 8,592 The Northern Echo Darlington 9,036 1,962 The Press - York York 5,387 1,505 Worcester News Worcester 2,797 838 (1) Print circulation is based on reported copy sales per issue for the period January 2023 to December 2023.
The following table presents information for our major local media organizations and affiliated digital platforms operated by our Newsquest segment in the U.K. as of December 31, 2024 : DAILY PAID-FOR LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS / NEWSQUEST Title Location Circulation Monday - Saturday (1) Digital-only (2) Basildon & Southend Echo Basildon, Southend on Sea 7,003 1,720 Bournemouth - The Daily Echo Bournemouth 4,895 5,272 Bradford Telegraph & Argus Bradford 3,875 2,783 Colchester Daily Gazette Colchester 3,237 879 Dorset Echo Dorset 3,781 1,713 East Anglian Daily Times Ipswich 6,078 3,910 Eastern Daily Press Norwich 12,036 4,579 Glasgow - Evening Times Glasgow 4,903 821 Greenock Telegraph Greenock 4,114 1,531 Ipswich Star Ipswich 2,423 1,101 Lancashire Telegraph Blackburn, Burnley 2,760 1,761 News & Star Carlisle 1,737 1,500 Norwich Evening News Norwich 2,627 1,088 Oxford Mail Oxford 3,836 2,859 South Wales Argus - Newport Newport 3,283 2,085 Southampton - Southern Daily Echo Southampton 5,561 3,827 Swindon Advertiser Swindon 3,513 2,307 The Argus Brighton Brighton 3,654 2,475 The Bolton News Bolton 3,469 2,420 The Herald, Scotland Glasgow, Edinburgh 9,943 10,554 The Leader Wrexham 2,765 686 The Mail Cumbria 2,046 943 The National, Scotland Glasgow, Edinburgh 2,567 8,151 The Northern Echo Darlington 7,739 2,659 The Press - York York 4,679 2,066 Worcester News Worcester 2,492 1,325 (1) Print volumes are based on reported copy sales per issue for the period January 2024 through December 2024 .
For a detailed discussion of certain factors that could affect our business, results of operations and financial condition, see "Item 1A — Risk Factors." 4 Table of Contents Domestic Gannett Media Segment Our Domestic Gannett Media segment is comprised of USA TODAY, daily and weekly content brands in approximately 220 local U.S. markets across 43 states and our community events business, USA TODAY NETWORK Ventures.
Domestic Gannett Media Segment Our Domestic Gannett Media segment is comprised of USA TODAY, daily and weekly content brands in approximately 220 local U.S. markets across 43 states and our community events business, USA TODAY NETWORK Ventures. As of December 31, 2024 , we operated over 330 digital news and media brands across our portfolio.
References (a) 2023 Comscore Inc., US Multi-Platform, Desktop 2+ and Total Mobile 18+, December 2019-December 2023 (b) Newsquest used Adobe Analytics to identify unique visitors between January 2023 and December 2023 20 Table of Contents
The contents of our websites are not intended to be incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. 17 Table of Contents References (a) 2024 Comscore Inc., US Multi-Platform, Desktop 2+ and Total Mobile 18+, December 2023-December 2024 (b) Newsquest used Adobe Analytics to identify unique visitors between January 2024 and December 2024 18 Table of Contents
Employees and Human Capital Resources We believe our employees are our greatest asset and the foundation of our business is the people and employees who make our day-to-day operations possible. ID&E are core pillars of our organization, and we regularly track our progress on workforce demographics.
Human Capital Resources We believe our employees are our greatest asset and the foundation of our business is the people and employees who make our day-to-day operations possible. Having and fostering a broad range of experiences, opinions and perspectives are core to our shared values and form the critical pillars of how we deliver value to our customers and communities.
Below are descriptions of the categories: • Local and national advertising includes ads run in our print products, such as our daily or non-daily publications, and are either display advertising or preprinted inserts.
Below are descriptions of the categories: • Print advertising is mainly derived from local and national advertising runs in our print products, such as our daily or non-daily publications, and are either display and classified advertising or preprinted inserts. • Print circulation reflects the sale of both home delivery and single copy sales of our publications. • Commercial and other reflects revenues generated from commercial printing and distribution arrangements.
Our goal is to reliably deliver to the consumer, and lower costs in some cases, as well as eliminate unprofitable distribution routes where possible. We intend to continue to explore mail delivery in 2024. Competition Our Domestic Gannett Media operations and affiliated digital platforms compete with other media and digital companies for advertising and marketing spend.
Postal Service in certain markets where it is viable from a customer and financial perspective. Our goal is to reliably deliver to the consumer, and in some cases, at lower costs, as well as eliminate unprofitable distribution routes where possible. We intend to continue to explore mail delivery in 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeUnauthorized access to or disclosure or manipulation of such data, whether through breach of our, or our third-party service providers', network security or otherwise, could expose us to liabilities and costly litigation and damage our reputation. • Privacy and security-related laws and other data security requirements are constantly evolving and may increase our compliance costs and potential for liability, either of which may have an adverse effect on our business, financial condition, and results of operations. • Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could adversely affect our reputation and operating results. • We use artificial intelligence ("AI") and may use new technologies in our business, and challenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations. • Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and adversely affect our business, results of operations and financial condition. 21 Table of Contents • The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future reported results of operations. • If we fail to maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed. • We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual property protection, our assets may lose value. • We are subject to environmental and employee safety and health laws and regulations that could cause us to incur significant compliance expenditures and liabilities. • The Internal Revenue Service may disallow all or part of a worthless stock loss and bad debt deduction. • We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require us to establish valuation allowances which could materially and adversely affect future reported results of operations. • We are required to use a portion of our cash flows to make contributions to our pension plans, which diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate. • The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified personnel in the future may materially and adversely affect our ability to operate or grow our business effectively. • We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during periods in which our stock price is depressed.
Biggest changeChallenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of 19 Table of Contents operations. • Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could adversely affect our systems, reputation and operating results. • Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and adversely affect our business, results of operations and financial condition. • The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future reported results of operations. • We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual property protection, our assets may lose value. • We are subject to environmental and employee safety and health laws and regulations that could cause us to incur significant compliance expenditures and liabilities. • We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require us to establish additional valuation allowances which could materially and adversely affect future reported results of operations. • We are required to use a portion of our cash flows to make contributions to our pension and postretirement plans, which diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate. • The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified personnel in the future may materially and adversely affect our ability to operate or grow our business effectively. • We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during periods in which our stock price is depressed.
While no "ownership change" has resulted in annual limitations, future changes in our stock ownership, which may be outside of our control, may trigger an "ownership change." In addition, future equity offerings or acquisitions that have equity as a component of the consideration could result in an "ownership change." Furthermore, the issuance of Common Stock upon the conversion of the 2027 Notes (in the event we elect to issue Common Stock upon any such conversions, rather than cash), may trigger an "ownership change." If an "ownership change" occurs in the future, utilization of our NOL carryforwards or other tax attributes may be limited, which could potentially result in increased future tax liability to us.
While no "ownership change" has resulted in annual limitations, future changes in our stock ownership, which may be outside of our control, may trigger an "ownership change." In addition, future equity offerings or acquisitions that have equity as a component of the consideration could result in an "ownership change." Furthermore, the issuance of Common Stock upon the conversion of the 2031 Notes or the 2027 Notes (in the event we elect to issue Common Stock upon any such conversions, rather than cash), may trigger an "ownership change." If an "ownership change" occurs in the future, utilization of our NOL carryforwards or other tax attributes may be limited, which could potentially result in increased future tax liability to us.
Our ability to make contribution payments will depend on our future cash flows, which are subject to general economic, financial, competitive, business, legislative, regulatory, and other factors beyond our control. Various factors, including future investment returns, interest rates, and potential pension legislative changes, may impact the timing and amount of future pension contributions.
Our ability to make contribution payments will depend on our future cash flows, which are subject to general economic, financial, competitive, business, legislative, regulatory, and other factors beyond our control. Various factors, including future investment returns, interest rates, longevity, and potential pension legislative changes, may impact the timing and amount of future pension contributions.
The success of our business depends heavily on our ability to retain knowledgeable, experienced personnel that execute critical functions for us, any of whom may be difficult to replace. It will also be necessary for us to be able to continue to attract and retain such qualified personnel in the future.
The success of our business depends heavily on our ability to attract and retain knowledgeable, experienced personnel that execute critical functions for us, any of whom may be difficult to replace. It will also be necessary for us to be able to continue to attract, retain and engage such qualified personnel in the future.
In addition, Holders who receive Common Stock upon conversion of the 2027 Notes may be able to sell these shares of Common Stock pursuant to any applicable exemption under the Securities Act of 1933, as amended, or the rules promulgated thereunder, including Rule 144, if applicable.
In addition, Holders who receive Common Stock upon conversion of the 2027 Notes or the 2031 Notes may be able to sell these shares of Common Stock pursuant to any applicable exemption under the Securities Act of 1933, as amended, or the rules promulgated thereunder, including Rule 144, if applicable.
These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or a change in our management and Board of Directors and, as a result, may adversely affect the market price of our Common Stock and a stockholder's ability to realize any potential change of control premium.
These anti-takeover provisions could substantially impede the ability of stockholders to benefit from a change in control or a change in our management and Board of Directors and, as a result, may adversely affect the market price of our Common Stock and a stockholder's ability to realize any potential change of control premium.
Demand for experienced, capable talent remains intense and highly competitive. As we continue to implement our business strategy and transform the organization, cost control initiatives have resulted in a reduced workforce, causing management to operate with reduced capacity in some areas of our business.
Demand for experienced, capable talent remains highly competitive. As we continue to implement our business strategy and transform the organization, cost control initiatives have resulted in a reduced workforce, causing management to operate with reduced capacity in some areas of our business.
Our DMS segment substantially utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
Our DMS segment substantially utilizes online media acquired from third parties, particularly Google, Facebook, and Microsoft, which account for a large majority of all U.S. internet searches and traffic.
Our DMS segment utilizes online media acquired from third parties, particularly Google, Facebook, and Microsoft, which account for a large majority of all U.S. internet searches and traffic.
Further, the percentage ownership of our existing stockholders may be diluted in the future as a result of any issuances of our shares upon exercise of any outstanding options or warrants, or issuances of shares under our equity incentive plans.
Further, the percentage ownership of our existing stockholders may be diluted in the future as a result of any issuances of our shares upon exercise of any outstanding options, or issuances of shares under our equity incentive plans.
The COVID-19 pandemic and the resulting business and travel restrictions led to decreased demand for our advertising services, as well as reductions in the single copy and commercial distribution of our newspapers.
For example, the COVID-19 pandemic and the resulting business and travel restrictions led to decreased demand for our advertising services, as well as reductions in the single copy and commercial distribution of our newspapers.
Our accounts receivable is stated at net estimated realizable value, and our allowance for doubtful accounts represents our best estimate of credit exposure and is determined based on several factors, including the length of time the receivables are past due, historical payment trends and current economic factors. If such collectability estimates prove inaccurate, adjustments to future operating results could occur.
Our accounts receivable is stated at net estimated realizable value, and our allowance for credit losses represents our best estimate of credit exposure and is determined based on several factors, including the length of time the receivables are past due, historical payment trends and current economic factors. If such collectability estimates prove inaccurate, adjustments to future operating results could occur.
Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is considered favorable to stockholders.
Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is considered favorable to stockholders.
We performed goodwill and indefinite-lived intangible impairment tests in the fourth quarter of 2023 with the assistance of third-party valuation specialists and determined that there were no goodwill or intangible impairments. Management assumptions used to calculate fair value are highly subjective and involve forecasts of future economic and market conditions and their impact on operating performance.
We performed goodwill and indefinite-lived intangible impairment tests in the fourth quarter of 2024 with the assistance of third-party valuation specialists and determined that there were no goodwill or intangible impairments. Management assumptions used to calculate fair value are highly subjective and involve forecasts of future economic and market conditions and their impact on operating performance.
Any determination by our Board of Directors regarding dividends will depend on a variety of factors, including the Company's U.S. GAAP net income, free cash flow generated from operations or other sources, liquidity position and potential alternative uses of cash, such as acquisitions, as well as economic conditions and expected future financial results.
Any determination by our Board of Directors regarding dividends will depend on a variety of factors, including our U.S. GAAP net income, free cash flow generated from operations or other sources, liquidity position and potential alternative uses of cash, such as acquisitions, as well as economic conditions and expected future financial results.
If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose customers or users.
If an actual or perceived incident or breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose customers or users.
From time to time, investors (including holders of a significant portion of the 2027 Notes) may acquire additional 2027 Notes or shares of Common Stock, and we are unable to predict or monitor such ownership. Any sales in the public market of the Common Stock issuable upon such conversion could adversely affect prevailing market prices of our Common Stock.
From time to time, investors (including holders of a significant portion of the 2031 Notes) may acquire additional 2031 Notes or shares of Common Stock, and we are unable to predict or monitor such ownership. Any sales in the public market of the Common Stock issuable upon such conversion could adversely affect prevailing market prices of our Common Stock.
Further, rising interest rates may negatively impact our ability to sell or dispose of our real estate and other assets which in turn may impact our ability to repay debt. Our operations in foreign jurisdictions have also been affected by volatile markets, uncertain economies, and geopolitical and local events.
Further, rising interest rates may negatively impact our ability to sell or dispose of our real estate and other assets which in turn may impact our ability to repay debt. Our operations in foreign jurisdictions have also been and may be affected by volatile markets, uncertain economies, tariffs, and geopolitical and local events.
There is no assurance that these lenders will approve or consent to our activities, even if the activities are in the best interests of our stockholders. If we are unable to secure the required consent of our lenders or noteholders, our ability to take advantage of future opportunities, including acquisition or financing opportunities, could be restricted.
There is no assurance that our debtholders will approve or consent to our activities, even if the activities are in the best interests of our stockholders. If we are unable to secure the required consent of our lenders or noteholders, our ability to take advantage of future opportunities, including acquisition or financing opportunities, could be restricted.
In the event that a holder of a majority or even a significant portion of the 2027 Notes were to convert their notes into Common Stock, such a holder could possess significant voting power with respect to our Common Stock and may have interests that are different from, or adverse to, the interests of our other stockholders.
In the event that a holder of a majority or even a significant portion of the 2031 Notes were to convert their notes into Common Stock, such a holder could possess significant voting power with respect to our Common Stock and may have interests that are different from, or adverse to, the interests of our other stockholders.
Any failure or perceived failure by us, or the third-party service providers upon which we rely, to comply with laws and regulations 31 Table of Contents that govern our business operations, as well as any failure or perceived failure by us, or the third-party service providers upon which we rely, to comply with our own posted policies, could result in claims against us by governmental entities or others, negative publicity and a loss of confidence in us by our customers, users and advertisers.
Any failure or perceived failure by us, or the third-party service providers upon which we rely, to comply with laws and regulations that govern our business operations, as well as any failure or perceived failure by us, or the third-party service providers upon which we rely, to comply with our own posted policies, could result in claims against us by governmental entities or others, negative publicity and a loss of confidence in us by our customers, users and advertisers.
Declines in the U.S. economy could also significantly affect key advertising revenue categories, including classified ads such as help wanted, real estate, and automotive. The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results.
Declines in the U.S. economy could also significantly affect key advertising revenue categories, including classified ads such as help wanted, real estate, and automotive. 26 Table of Contents The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results.
Each 2027 Note may be converted into shares of Common Stock at an initial conversion rate of 200 shares of Common Stock per $1,000 principal amount of Notes (subject to adjustment as provided in the Indenture, the "Conversion Rate").
Each 2027 Note and each 2031 Note may be converted into shares of Common Stock at an initial conversion rate of 200 shares of Common Stock per $1,000 principal amount of Notes (subject to adjustment as provided in the Indenture, the "Conversion Rate").
In addition, our systems, and those of the third parties with which we work and on which we rely, may be vulnerable to interruption or damage that can result from the effects of natural disasters or climate change (such as increased storm severity and flooding); fires; power, systems or internet outages; acts of terrorism; pandemics; or other similar events.
Our systems, and those of the third parties with which we work and on which we rely, also may be vulnerable to interruption or damage that can result from the effects of natural disasters or climate change (such as increased storm severity and flooding); fires; power, systems or internet outages; acts of terrorism; pandemics; or other similar events.
Discretionary purchases, including for our products and services, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. Higher interest rates, which may continue to fluctuate, could result in increased borrowing costs which may negatively affect our operating results.
Discretionary purchases, including for our products and services, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. 25 Table of Contents Higher interest rates, which may continue to fluctuate, could result in increased borrowing costs which may negatively affect our operating results.
Under the Senior Secured Term Loan, we can only pay cash dividends up to an agreed-upon amount and provided that the ratio of Total Indebtedness secured on an equal priority basis with the Senior Secured Term Loan (net of Unrestricted Cash) to Consolidated EBITDA (as such terms are defined in the Senior Secured Term Loan) does not exceed a specified ratio.
Under the 2029 Term Loan Facility, we can only pay cash dividends up to an agreed-upon amount and provided that the ratio of Total Indebtedness secured on an equal priority basis with the 2029 Term Loan Facility (net of Unrestricted Cash) to Consolidated EBITDA (as such terms are defined in the 2029 Term Loan Facility) does not exceed a specified ratio.
Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to 30 Table of Contents respond to a cybersecurity incident or threat and/or to mitigate any security vulnerabilities that may be identified in the future could be significant.
Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to respond to a cybersecurity incident or threat and/or to mitigate any security vulnerabilities that may be identified in the future could be significant.
This competition continues to intensify as 22 Table of Contents a result of changes in technologies, platforms and business models and corresponding changes in consumer and customer behavior, and we may be adversely affected if consumers or customers migrate to other alternatives. In addition, to be successful, we must provide the type and quality of content our consumers desire.
This competition continues to intensify as a result of changes in technologies, platforms and business models and corresponding changes in consumer and customer behavior, and we may be adversely affected if consumers or customers migrate to other alternatives. In addition, to be successful, we must provide the type and quality of content our consumers desire.
These complementary businesses also face competition from various digital media providers, such as Google, which may have more resources to invest in product development and marketing. Our salesforce may not be able to utilize the relationships we have throughout our local property network to effectively sell these products.
These complementary businesses also face competition from various digital media providers, such as Google, which may have more resources to invest in product development and marketing. Our sales force may not be able to utilize the relationships we have throughout our local property network to effectively sell these products.
We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require us to establish valuation allowances which could materially and adversely affect future reported results of operations. We have deferred tax assets reported on our balance sheet, net of valuation allowances and deferred tax liabilities of $35.1 million.
We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require us to establish additional valuation allowances which could materially and adversely affect future reported results of operations. We have deferred tax assets reported on our balance sheet, net of valuation allowances and deferred tax liabilities of $56.1 million .
Risks Related to Cybersecurity and Artificial Intelligence Our possession and use of personal information and the use of payment cards by our customers and users present risks and expenses that could harm our business.
Risks Related to Personal Information, Cybersecurity, Artificial Intelligence, and Other Technology Our possession and use of personal information and the use of payment cards by our customers and users present risks and expenses that could harm our business.
Any failure to successfully manage and adapt to these changes across our businesses, including those affecting how our content, apps, products, and services are discovered, prioritized, displayed, and monetized, could impede our ability to compete effectively by significantly decreasing traffic to our offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is replaced with paid traffic and lowering product sales and subscriptions.
Any failure to successfully manage and adapt to these changes across our businesses, including those affecting how our content, apps, products, and services are discovered, prioritized, displayed, and monetized, could impede our ability to compete effectively by significantly decreasing traffic to our offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is replaced with paid traffic and lowering advertising revenue and subscriptions.
We are exposed to potential increases in interest rates associated with our Senior Secured Term Loan. Further, if the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner, if at all, or on favorable terms, as well as more costly or dilutive.
We are exposed to potential increases in interest rates associated with our 2029 Term Loan Facility. Further, if the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner, if at all, or on favorable terms, as well as more costly or dilutive.
If we become obligated to repurchase the 2026 Senior Notes or 2027 Notes upon a change of control, we may not have enough available cash or may be unable to obtain financing at the time we are required to make purchases of the notes being surrendered.
If we become obligated to repurchase the 2027 Notes or the 2031 Notes upon a change of control, we may not have enough available cash or may be unable to obtain financing at the time we are required to make purchases of the notes being surrendered.
Moreover, the exercise by the holders of their right to require us to repurchase their 2026 Senior Notes or the 2027 Notes could cause a default under such indebtedness, even if the change of control itself does not, due to the financial effect of such repurchase on us.
Moreover, the exercise by the holders of their right to require us to repurchase their 2027 Notes or 2031 Notes could cause a default under such indebtedness, even if the change of control itself does not, due to the financial effect of such repurchase on us.
The percentage ownership of our existing stockholders may be diluted in the future as result of the issuance of Common Stock due to conversion of the 2027 Notes.
The percentage ownership of our existing stockholders may be diluted in the future as result of the issuance of Common Stock due to conversion of the 2027 Notes or the 2031 Notes.
A failure to satisfy our debt service obligations on the Senior Secured Term Loan, a breach of a covenant in the Senior Secured Term Loan, or a material breach of a representation or warranty in the Senior Secured Term Loan, among other events specified in the Senior Secured Term Loan, could give rise to a default, which could give rise to the right of our lenders to declare our indebtedness, together with accrued interest and other fees, to be immediately due and payable.
A failure to satisfy our debt service obligations on the 2029 Term Loan Facility, a breach of a covenant in the 2029 Term Loan Facility, or a material breach of a representation or warranty in the 2029 Term Loan Facility, among other events specified in the 2029 Term Loan Facility, could give rise to a default, which could give our lenders the right to declare our indebtedness, together with accrued interest and other fees, to be immediately due and payable.
Our ability to continue a competitive long-term equity-based incentive program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to be reduced. • A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely affect our business and profitability. • A number of our employees are unionized, and our business and results of operations could be materially adversely affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations. • Sustained increases in costs of employee health and welfare benefits may reduce our profitability. • FIG LLC (the " Former Manager " ) is not liable to us for certain acts or omissions performed in accordance with, and prior to the termination of, our former management agreement (the " Former Management Agreement ") , and for certain matters in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or omissions. • Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate liquidity. • Our Common Stock may be delisted from the NYSE if we fail to comply with continued listing standards. • Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes, could materially adversely affect the market price of our Common Stock. • We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay dividends, and we may not be able to pay dividends in the future or at all. • The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the 2027 Notes, and holders of the 2027 Notes may possess significant voting power following conversion of the 2027 Notes. • An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax benefit carryforwards. • Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock. • Our ability to compete may be materially and adversely affected if adequate capital is not available.
Our ability to continue a competitive long-term equity-based incentive program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to be reduced. • A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely affect our business and profitability. • A number of our employees are unionized, and our business and results of operations could be materially adversely affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations. • FIG LLC (the " Former Manager " ) is not liable to us for certain acts or omissions performed in accordance with, and prior to the termination of, our former management agreement (the " Former Management Agreement ") , and for certain matters in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or omissions. • Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate liquidity. • Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes, could materially adversely affect the market price of our Common Stock. • We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay dividends, and we may not be able to pay dividends in the future or at all. • The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the 2027 Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power following conversion of the 2031 Notes. • An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax benefit carryforwards. • Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock. • Our ability to compete may be materially and adversely affected if adequate capital is not available.
If we are unable to diversify our traditional revenues with revenues from complementary businesses, we may experience persistent declines in revenue which could materially and adversely affect our results of operations and financial condition.
If we are unable to diversify our 24 Table of Contents traditional revenues with revenues from complementary businesses, we may experience persistent declines in revenue which could materially and adversely affect our results of operations and financial condition.
Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes, could materially adversely affect the market price of our Common Stock.
Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes, could materially adversely affect the market price of our Common Stock.
Our ability to manage these international operations successfully is subject to numerous risks inherent in foreign operations, including: 28 Table of Contents • Challenges or uncertainties arising from unexpected legal, political, economic, or systemic events; • Difficulties or delays in developing a network of clients in international markets; • Restrictions on the ability of U.S. companies to do business in certain foreign countries; • Compliance with legal or regulatory requirements, including with respect to internet services, privacy and data protection, censorship, banking and money transfers, and sale transactions, which may limit or prevent the offering of our products in some jurisdictions or otherwise harm our business; • International intellectual property laws that may be insufficient to protect our intellectual property or permit us to successfully defend our intellectual property in international lawsuits; • Difficulties in staffing and managing foreign operations, as well as the existence of workers' councils and labor unions, which could make it more difficult to terminate underperforming employees; • Currency fluctuations and price controls or other restrictions on foreign currency; and • Potential adverse tax and legislation consequences, including difficulties in repatriating earnings generated abroad.
Our ability to manage these international operations successfully is subject to numerous risks inherent in foreign operations, including: • Challenges or uncertainties arising from unexpected legal, political, economic, or systemic events, including, for example as a result of the continued impacts of Brexit on the relationship between the U.K. and Europe; • Difficulties or delays in developing a network of clients in international markets; • Restrictions on the ability of U.S. companies to do business in certain foreign countries; • Compliance with legal or regulatory requirements, including with respect to internet services, privacy and data protection, censorship, banking and money transfers, and sale transactions, which may limit or prevent the offering of our products in some jurisdictions or otherwise harm our business; • International intellectual property laws that may be insufficient to protect our intellectual property or permit us to successfully defend our intellectual property in international lawsuits; 27 Table of Contents • Difficulties in staffing and managing foreign operations, as well as the existence of workers' councils and labor unions, which could make it more difficult to terminate underperforming employees; • Currency fluctuations and price controls or other restrictions on foreign currency; and • Potential adverse tax and legislation consequences, including difficulties in repatriating earnings generated abroad.
For example, technological developments could adversely affect the availability, applicability, marketability and profitability of the suite of SMB services we offer. Technological developments and any changes we make to our business strategy may require significant capital investments, and such investments may be restricted by the Senior Secured Term Loan.
For example, technological developments could adversely affect the availability, applicability, marketability and profitability of the suite of SMB services we offer. Technological developments and any changes we make to our business strategy may require significant capital investments, and such investments may be restricted by the 2029 Term Loan Facility.
We may be constrained in hiring and retaining sufficient qualified employees due to general labor shortages, shifts in workforce availability or interest in our sector, any hiring freeze we have or may in the future impose, any pandemic or public health crises, or due to challenging macroeconomic market conditions.
We may be constrained in hiring and retaining sufficient qualified employees due to general labor shortages, shifts in workforce availability or interest in our sector, any hiring freeze we have or may in the future impose, any pandemic or public health crises, or due to challenging macroeconomic market 34 Table of Contents conditions.
Any interruptions to these services generally could result in interruptions in service to our subscribers and advertisers and/or our critical business functions, notwithstanding any contractual service level commitments, business continuity or disaster recovery plans or agreements that may currently be in place with some of these providers.
Any interruptions to these services generally could result in the unavailability of our content sites, and interruptions in service to our subscribers and advertisers and/or our critical business functions, notwithstanding any contractual service level commitments, business continuity or disaster recovery plans or agreements that may currently be in place with some of these providers.
To date, no cybersecurity incidents or threats have had, either individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.
To date, no cybersecurity incidents or threats have had, either individually or in the aggregate, a material adverse effect on our business, 29 Table of Contents financial condition, or results of operations.
The compliance costs and operational burdens imposed by these laws and regulations could be significant. Failure to protect confidential data, provide individuals with adequate notice of our privacy policies or obtain required valid consent, could subject us to liabilities imposed by the jurisdictions where we operate.
The compliance costs and operational burdens imposed by these laws and regulations could be significant. Failure to protect confidential personal data, provide individuals with adequate notice of our privacy policies, our use of AI products or services, or obtain required valid consent, could subject us to liabilities imposed by the jurisdictions where we operate.
To our knowledge, a majority in aggregate principal amount of the 2027 Notes are held by entities controlled, managed or advised by a large financial sponsor.
To our knowledge, a majority in aggregate principal amount of the outstanding 2031 Notes are held by entities controlled, managed or advised by a large financial sponsor.
Our information systems, both online and on-premise, store and process confidential subscriber and other user data, such as names, email addresses, phone numbers, addresses, and other personal information. Therefore, maintaining our network and identity security is critical.
Our information systems, both online and on-premise, store and process large amounts of confidential employee, subscriber and other user data, such as names, email addresses, phone numbers, addresses, and other personal information. Therefore, maintaining our network and identity security is critical.
Our failure to repurchase the 2026 Senior Notes or 2027 Notes at a time when the repurchase is required by the 2026 Senior Notes Indenture or the 2027 Notes Indenture, respectively, would constitute a default under the respective indenture.
Our failure to repurchase the 2027 Notes or the 2031 Notes at a time when the repurchase is required by the 2027 Notes Indenture or the 2031 Notes Indenture, respectively, would constitute a default under the respective indenture.
In addition, our ability to repurchase the notes is limited by the agreements governing our existing indebtedness (including the notes and the Senior Secured Term Loan) and may also be limited by law or regulation, or by agreements that will govern our future indebtedness.
In addition, our ability to repurchase the notes is limited by the agreements governing our existing indebtedness (including the notes and the 2029 Term Loan Facility) and may also be limited by law or regulation, or by agreements that will govern our future indebtedness.
Risks Related to Macroeconomic Factors Volatility in the U.S. and global economies, macroeconomic events, market disruptions, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations .
Risks Related to Macroeconomic Factors Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or international political environment, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations .
To the extent that we raise additional capital through the sale of equity or convertible debt securities (such as the 2027 Notes), a stockholder's ownership interest in our Company may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect a stockholder's rights.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, a stockholder's ownership interest in the Company may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect a stockholder's rights.
In addition, we rely on the technology, systems, and services provided by third-party vendors and outsourced service providers (including cloud-based service providers) for a variety of operations, including encryption and authentication technology, employee email, domain name registration, content delivery to customers, administrative functions (including payroll processing and certain finance and accounting functions), technology functions (including application development and technology support functions) and other operations.
In addition, we rely on the technology, systems, and services provided by third-party vendors and outsourced service providers (including cloud-based service providers) to process the personal information of our employees, subscribers and other users, and for a variety of other operations, including encryption and authentication technology, employee email, domain name registration, content delivery to customers, administrative functions (including payroll processing and certain finance and accounting functions), technology functions (including application development and technology support functions) and other operations.
North American newsprint is supplied by nine 32 Table of Contents manufacturers with only three mills in the United States. Offshore exports are approaching 50% of total North America shipments and will increase as domestic demand declines and global newsprint capacity is removed.
North American newsprint is supplied by nine manufacturers with only three mills in the United States. Offshore exports are approximately 50% of total North America shipments and will increase as domestic demand declines and global newsprint capacity is removed.
In the event we do not obtain such a waiver or refinance the Senior Secured Term Loan, such default could result in amounts outstanding under our Senior Secured Term Loan being declared due and payable.
In the event we do not obtain such a waiver or refinance the 2029 Term Loan Facility, such default could result in amounts outstanding under our 2029 Term Loan Facility being declared due and payable.
The rapid evolution of AI, including proposed and future regulation of AI, such as the EU AI Act, could significantly impact our business and will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically and in a compliant manner in order to minimize unintended, harmful impacts.
The rapid evolution of AI, including current and future regulation of AI, could significantly impact our business and will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically and in a compliant manner in order to minimize unintended, harmful impacts.
These factors include, without limitation: • Risks and uncertainties associated with public health matters and other events outside of our control; • Our business profile and market capitalization may not fit the investment objectives of any stockholder; • A shift in our investor base; • Our quarterly or annual earnings, or those of other comparable companies; • Actual or anticipated fluctuations in our operating results; • Risks relating to our ability to meet long-term forecasts; • Announcements by us or our competitors of significant investments, acquisitions or dispositions, strategic developments and other material events; • The failure of securities analysts to cover our Common Stock; • Changes in earnings estimates by securities analysts or our ability to meet those estimates; • The operating and stock price performance of other comparable companies; • Negative public perception of us, our competitors, or industry; • Overall market fluctuations; • Changes in accounting standards, policies guidance, interpretations or principles; and • General economic conditions.
These factors include, without limitation: • Risks and uncertainties associated with public health matters and other events outside of our control; • Our business profile and market capitalization may not fit the investment objectives of any stockholder; • A shift in our investor base; • Our quarterly or annual earnings, or those of other comparable companies; • Actual or anticipated fluctuations in our operating results; • Risks relating to our ability to meet long-term forecasts; 35 Table of Contents • Announcements by us or our competitors of significant investments, acquisitions or dispositions, strategic developments and other material events; • The failure of securities analysts to cover our Common Stock; • Changes in earnings estimates by securities analysts or our ability to meet those estimates; • The operating and stock price performance of other comparable companies; • Negative public perception of us, our competitors, or industry; • Overall market fluctuations or volatility, including, but not limited to, as a result of changes in political or other conditions affecting the financial and capital markets; • Changes in accounting standards, policies guidance, interpretations or principles; and • General economic conditions.
In addition, we are required to repay the Senior Secured 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 Senior Secured Term Loan and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and its restricted subsidiaries in excess of $100 million as of the last day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2021).
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).
If we experience a change of control event that triggers a default under our Senior Secured Term Loan, we may seek a waiver of such default or may attempt to refinance the Senior Secured Term Loan.
If we experience a change of control event that triggers a default under our 2029 Term Loan Facility, we may seek a waiver of such default or may attempt to refinance the 2029 Term Loan Facility.
Similarly, upon the occurrence of a fundamental change, as defined in the 2027 Note Indenture, we must, if certain other conditions are met, make an offer to repurchase the 2027 Notes at a price equal to 110% of the principal amount thereof, together with any accrued and unpaid interest, if any, to, but excluding, the date of the repurchase.
If there is a fundamental change, as defined in the 2027 Notes Indenture and the 2031 Notes Indenture, we must, if certain other conditions are met, make an offer to repurchase the 2027 Notes and the 2031 Notes at a price equal to 110% of the principal amount thereof, together with any accrued and unpaid interest, if any, to, but excluding, the date of the repurchase.
A default under the governing indenture or the change of control itself could also lead to a default under agreements governing our existing or future indebtedness (including the Senior Secured Term Loan).
A default under the governing indenture or the change of control itself could also lead to a default under agreements governing our existing or future indebtedness (including the 2029 Term Loan Facility).
In accordance with the Investor Agreement among the Company and 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, the Holders have certain registration rights with respect to the shares of Common Stock to be issued upon conversion of the 2027 Notes.
In accordance with the Investor Agreement among the Company and the holders of the 2027 Notes (the "2027 Holders") and the Registration Rights Agreement among the Company and holders of the 2031 Notes (together with the 2027 Holders, the "Holders"), in each case establishing certain terms and conditions concerning the rights and restrictions on the respective Holders with respect to the Holders' respective ownership of the 2027 Notes or the 2031 Notes, the Holders have certain registration rights with respect to the shares of Common Stock to be issued upon conversion of the 2027 Notes or the 2031 Notes.
In addition, upon liquidation, holders of our debt securities (including holders of our 2026 Senior Notes and 2027 Notes) and preferred stock, if any, and lenders with respect to other borrowings (including the lenders under the Senior Secured Term Loan) will be entitled to our available assets prior to the holders of our Common Stock.
In addition, upon liquidation, holders of our debt securities (including holders of our 2031 Notes and 2027 Notes) and preferred stock, if any, and lenders with respect to other borrowings (including the lenders under the 2029 Term Loan Facility) will be entitled to our available assets prior to the holders of our Common Stock.
We use AI and may use new technologies in our business, and challenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations .
Each of these potential consequences could materially adversely affect our business and results of operations. We use AI and may use other new technologies in our business. Challenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations .
The Senior Secured Term Loan, the 2026 Senior Notes, and the 6.0% Senior Secured Convertible Notes due 2027 (the "2027 Notes") require us to comply with numerous affirmative and negative covenants, including, in the case of the New Senior Secured Loan and the 2027 Notes, a requirement to maintain minimum liquidity of $30.0 million at the end of each fiscal quarter, and restrictions limiting our ability to, among other things, incur additional indebtedness, make investments and acquisitions, pay certain dividends, sell assets, merge, incur certain liens, enter into agreements with our affiliates, change our business, engage in sale/leaseback transactions, and modify our organizational documents.
The 2029 Term Loan Facility and the 2031 Notes require us to comply with numerous affirmative and negative covenants, including a requirement to maintain minimum liquidity of $30.0 million at the end of each fiscal quarter, and restrictions limiting our ability to, among other things, incur additional indebtedness, make investments and acquisitions, pay certain dividends, sell assets, merge, incur certain liens, enter into agreements with our affiliates, change our business, engage in sale/leaseback transactions, and modify our organizational documents.
The Senior Secured Term Loan, the 2026 Senior Notes, and the 2027 Notes contain, and future indebtedness that we may incur may contain, prohibitions on the occurrence of certain events that would constitute a change of control or, in the case of the 2026 Senior Notes and the 2027 Notes, require the repurchase of such indebtedness upon a change of control.
The 2029 Term Loan Facility and the 2031 Notes contain, and future indebtedness that we may incur may contain, prohibitions on the occurrence of certain events that would constitute a change of control or, in the case of the 2027 Notes and the 2031 Notes, require the repurchase of such indebtedness upon a change of control.
The potential impact of any future rules or regulations to address the tax challenges arising from the digitization of the global economy could have a material adverse effect on our consolidated financial statements.
Any future rules or regulations addressing the tax challenges arising from the digitization of the global economy could have a material adverse effect on our consolidated financial statements.
If significant quantities of the Common Stock are sold, or if it is perceived that they may be sold, the trading price of the Common Stock could be adversely affected.
If significant quantities of the Common Stock are sold, or if it is perceived that they may be sold, the trading price of the Common Stock could go down.
Additional digital distribution channels, such as digital marketplaces, have presented, and may continue to present, challenges to our business models, which could adversely affect sales volume and pricing. In addition, the competitive landscape may shift if other industry players adopt AI more swiftly. Furthermore, ethical concerns and public sentiment regarding AI could have reputational implications.
Additional digital distribution channels, such as digital marketplaces, have presented, and may continue to present, challenges to our business models, which could adversely affect our sales volume and pricing. In addition, the competitive landscape may shift if other industry players adopt AI more swiftly.
See also the risk factor below under the heading "We use AI and may use new technologies in our business, and challenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations." In order to compete effectively, we must differentiate and distinguish our brands and our products and services, respond to and develop new technologies, distribution channels and platforms, products and services, and anticipate and consistently respond to changes in consumer and customer needs, preferences and behaviors.
Challenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations." In order to compete effectively, we must differentiate and distinguish our brands and our products and services, respond to and develop new technologies, distribution channels and platforms, products and services, and anticipate and consistently respond to changes in consumer and customer needs, preferences and behaviors.
The 2027 Notes Indenture also provides that, at any time that the Company's Total Gross Leverage Ratio (as defined in the 2027 Notes Indenture) exceeds 1.5 and we approve the declaration of a dividend, we must offer to purchase a principal amount of 2027 Notes equal to the proposed amount of the dividend.
The 2031 Notes Indenture also provides that, at any time our Total Gross Leverage Ratio (as defined in the 2031 Notes Indenture) exceeds 1.50 to 1.00 and we approve the declaration of a dividend, we must offer to purchase a principal amount of 2031 Notes equal to the proposed amount of the dividend.
Despite our efforts to protect our proprietary rights, unauthorized third parties may attempt to copy or otherwise obtain and use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights.
We believe our proprietary and other intellectual property rights are important to our success and our competitive position. 32 Table of Contents Despite our efforts to protect our proprietary rights, unauthorized third parties may attempt to copy or otherwise obtain and use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights.
In addition, a change of control may constitute a default under the Senior Secured Term Loan, the 2026 Senior Notes or the 2027 Notes. • Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term. • We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams. • Our DMS segment substantially utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business. • Any required changes in targeting, such as the deprecation of third-party cookies, could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire consumers efficiently. • Volatility in the U.S. and global economies, macroeconomic events, market disruptions, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations. • Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the demographics of the local communities that we serve. • The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results. • Our financial results are subject to risks associated with our international operations. • Foreign exchange variability could materially and adversely affect our consolidated operating results. • Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to pay, could materially adversely affect our cash flows and financial condition. • Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global economy, such as those from the Organization for Economic Co-operation and Development, which could have a material adverse impact on our consolidated financial statements. • Our possession and use of personal information and the use of payment cards by our customers and users present risks and expenses that could harm our business.
In addition, a change of control may constitute a default under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes. • Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term. • We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams. • Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business. • Any required changes in practices and techniques to enhance the customer experience, including for enhanced data privacy, could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire consumers efficiently. • Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or international political environment, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations. • Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the demographics of the local communities that we serve. • The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results. • Evolving regulatory matters may impact our business. • If our reputation or brand is damaged, our ability to grow our user base, advertiser relationships, and partnerships may be impaired, and our business may be harmed. • Our financial results are subject to risks associated with our international operations. • Foreign exchange variability could materially and adversely affect our consolidated operating results. • Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to pay, could materially adversely affect our cash flows and financial condition. • Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global economy, such as those from the Organization for Economic Co-operation and Development, which could have a material adverse impact on our consolidated financial statements. • Our possession and use of personal information and the use of payment cards by our customers and users present risks and expenses that could harm our business.
Risk Factor Summary The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations, which are discussed in more detail below: • We operate in a highly competitive business environment, and our success depends on our ability to compete effectively, including through the implementation of our strategic initiatives and development of new and enhanced products and services. • Our indebtedness could materially and adversely affect our business or financial condition. • Certain actions, including our ability to incur additional indebtedness, require the consent of our lenders and note holders which, if not provided, would limit our ability to take advantage of future opportunities. • Our inability to raise funds necessary to repurchase the 2026 Senior Notes or the 2027 Notes, upon a change of control as described in the 2026 Senior Notes Indenture or fundamental change as described in the 2027 Notes Indenture, may lead to defaults under such indentures and under agreements governing our existing or future indebtedness.
Risk Factor Summary The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations, which are discussed in more detail below: • We operate in a highly competitive business environment, and our success depends on our ability to compete effectively, including through the implementation of our strategic initiatives and development of new and enhanced products and services. • Our indebtedness could materially and adversely affect our business or financial condition. • Certain actions, including our ability to incur additional indebtedness, require the consent of our lenders and note holders which, if not provided, would limit our ability to take advantage of future opportunities. • The majority of our indebtedness is held by one creditor, who may have interests that diverge from our interests and the interests of our stockholders. • If we are unable to raise funds necessary to repurchase the 2027 Notes or the 2031 Notes upon a fundamental change as described in the 2027 Notes Indenture and the 2031 Notes Indenture, there may be defaults under such indentures and under agreements governing our existing or future indebtedness.
Accordingly, the COVID-19 pandemic had, and future events outside of our control may have, the effect of heightening various risks described in this Annual Report on Form 10-K.
Accordingly, future events outside of our control may have the effect of heightening various risks described in this Annual Report on Form 10-K.
In addition, cookie deprecation may result in difficulties delivering relevant audience targeting and our customer acquisition strategies may become less efficient.
In addition, privacy controls may result in difficulties delivering relevant audience targeting and our customer acquisition strategies may become less efficient.
Any of the foregoing factors could materially and adversely impact our international operations, which could harm our overall business, operating results, and financial condition.
Any of the foregoing factors could materially and adversely impact our international operations, which could harm our overall business, operating results, and financial condition. Foreign exchange variability could materially and adversely affect our consolidated operating results.
In such a case, a non-cash charge to earnings may be necessary in the relevant period, which could materially and adversely affect future reported results of operations. At December 31, 2023, the carrying value of our goodwill, indefinite-lived intangible assets and amortizable intangible assets was $533.9 million, $166.9 million and $357.5 million, respectively.
In such a case, a non-cash charge to earnings may be necessary in the relevant period, which could materially and adversely affect future reported results of operations. At December 31, 2024 , the carrying value of our goodwill, indefinite-lived intangible assets and amortizable intangible assets was $530.0 million , $166.7 million and $263.7 million , respectively .
Declining revenue may impair our ability to generate sufficient cash flows to service our existing or any future debt obligations, including the Senior Secured Term Loan, the 2026 Senior Notes, and the 2027 Notes.
Declining revenue may impair our ability to generate sufficient cash flows to service our existing or any future debt obligations, including the 2029 Term Loan Facility, the 2031 Notes and the 2027 Notes.
Additionally, we depend on the security of our third-party service providers and business partners. Unauthorized use of or inappropriate access to our, or our third-party service providers' or business partners' networks, computer systems and services could potentially jeopardize the security of confidential information of our customers or users, including payment card (credit or debit) information.
Unauthorized use of or inappropriate access to our, or our third-party service providers' or business partners' networks, computer systems and services could potentially jeopardize the security of personal information or other confidential information of our customers or users, including payment card (credit or debit) information.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIdentified risks are evaluated and assessed by the Company's security review council, comprised of various security, technology, and privacy staff members and management. A member of management is assigned as the risk owner and takes an active role in managing the risk, including determining the risk response and risk treatment plan, as well as participates in assessing any residual risk.
Biggest changeA member of management is assigned as the risk owner and takes an active role in managing the risk, including approving the risk response and risk treatment plan, as well as participating in assessing any residual risk after implementation of the treatment plan. Our Chief Information Security Officer oversees our cybersecurity risk management program.
We employ various cybersecurity processes and controls to aid in our efforts to identify, assess, and manage our material risks from cybersecurity threats and to protect against, detect, and respond to cybersecurity incidents (as such term is defined in Item 106(a) of Regulation S-K).
We employ various processes and controls to aid in our efforts to identify, assess, and manage our material risks from cybersecurity threats and to protect against, detect, and respond to cybersecurity incidents (as such term is defined in Item 106(a) of Regulation S-K).
We have adopted policies and procedures that are designed to assist us with managing identified risks at a system and organizational level and assessing the materiality of the risk, its severity, and potential mitigations or remediations. Our enterprise risk management program considers cybersecurity threat risks alongside other company risks as part of our overall risk assessment process.
We have adopted policies and procedures that are designed to assist us with managing identified risks at a system and organizational level and with assessing the materiality of the risk, its severity, and potential mitigations or remediations. Our enterprise risk management program considers cybersecurity threat risks alongside other company risks as part of our overall risk assessment process.
CYBERSECURITY 40 Cybersecurity Risk Management and Strategy We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats (as such term is defined in Item 106(a) of Regulation S-K), including, among other things, operational risks, intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy or security laws and other litigation and legal risks, and reputational risks.
CYBERSECURITY Risk Management and Strategy We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats (as such term is defined in Item 106(a) of Regulation S-K), including, among other things, operational risks, intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy or security laws and other litigation and legal risks, and reputational risks.
We employ a range of tools and services to inform our risk preparedness, identification, assessment and remediation processes, including, among others, continuous monitoring, regular reoccurring security and compliance activities, training, threat intelligence, business processes, change management, strategic planning, annual assessments, and periodic testing and assessments performed by qualified security personnel and by third-party firms.
We employ a range of tools and services to inform our risk preparedness, identification, assessment and remediation processes, including, among others, continuous monitoring, regular reoccurring security and compliance activities, training, 39 threat intelligence, business processes, change management, strategic planning, annual assessments, and periodic testing and assessments performed by qualified security personnel and by third-party firms.
Our cybersecurity risk management and strategy processes discussed above, are led by our Chief Information Security Officer and Chief Technology Officer, both of whom are Certified Information Systems Security Professionals ("CISSP").
Our cybersecurity risk management and strategy processes discussed above, are led by our Chief Information Security Officer and Chief Technology Officer , both of whom are Certified Information Systems Security Professionals.
As part of the above-described processes, we engage with third-party firms to perform independent assessments, including internal and external penetration tests, social engineering tests, configuration assessments, security plan and program assessments, compliance assessments, and incident response readiness exercises to help identify areas for continued focus, improvement and/or compliance.
As part of the above-described processes, we engage with third-party firms to perform independent assessments, including internal and external penetration tests, configuration assessments, security plan and program assessments, compliance assessments, and incident response readiness exercises to help identify areas for continued focus, improvement and/or compliance.
In 2023, our business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity threats but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.
In 2024 , our business strategy, results of operations, and financial condition were not materially affected by risks from cybersecurity threats but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.
The risk identification process includes: (i) identifying information systems and assets, including physical and virtual devices, software, data, data transfers, external systems, and cloud resources; (ii) reviewing organizational business processes, identities, access, and roles (including privileged access), asset configurations, technology policies, standards, controls, and processes; (iii) analyzing the criticality of assets and business processes and sensitivity of data; and (iv) identifying vulnerabilities and threats to the identified assets, data, and processes, from both internal and external sources, including threat intelligence, previous cybersecurity incidents, and third-party assessments.
The cybersecurity risk identification process includes: (i) identifying information systems and assets, including physical and virtual devices, software, data, data transfers, external systems, and cloud resources; (ii) reviewing organizational business processes, identities, access, and roles (including privileged access), asset configurations, technology policies, standards, controls, and processes; (iii) determining if those systems or assets process or store customer and/or employee personal data, (iv) analyzing the criticality of systems, assets and business processes and sensitivity of data; and (v) identifying vulnerabilities and threats to the identified systems, assets, data, and processes, from both internal and external sources, including through threat intelligence, previous cybersecurity incidents, and third-party assessments.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading "Risks Related to Cybersecurity and Artificial Intelligence" under Risk Factors in this Annual Report on Form 10-K, which disclosures are incorporated by reference herein. 41 Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of Directors and management.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading "Risks Related to Cybersecurity and Artificial Intelligence" under Risk Factors in this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.
Our Chief Information Security Officer oversees our cybersecurity risk management program. In the event of a potential material risk, the risk is reported to the Chief Information Security Officer, the Chief Technology Officer, and to the appropriate member of senior management responsible for the function where the risk has been identified.
In the event of a potential material risk, the risk is reported to the Chief Information Security Officer, the Chief Technology Officer, the Chief Privacy Officer and to the legal department and the appropriate member of senior management responsible for the function where the risk has been identified.
Our processes also consider risks associated with our use of third-party service providers and business partners, including those in our supply chain or who have access to our customer and employee data or our information systems.
Our processes also consider cybersecurity risks associated with our use of third-party service providers and business partners, including those in our supply chain and those who have access to our customer and employee data or our information systems. Identified third-party service provider and business partner risks are managed by our cybersecurity risk management program.
Specifically, our Chief Information Security Officer has approximately nine years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs for public media companies and our Chief Technology Officer has approximately 15 years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs.
Specifically, our Chief Information Security Officer has approximately 10 years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs for public media companies and is a certified boardroom Qualified Technology Expert and our Chief Technology Officer has approximately 16 years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs .
Additionally, we generally require those third parties that could introduce significant cybersecurity risk to us to agree by contract to manage their cybersecurity risks in a specified manner, and to agree to be subject to cybersecurity audits, which we conduct as appropriate.
Additionally, we generally require those third parties that could introduce significant cybersecurity or data privacy risk to us to agree by contract to comply with applicable data protection laws, and to manage their cybersecurity risks by implementing appropriate technical and organizational measures, and to agree to be subject to cybersecurity audits, which we conduct as appropriate.
The risk is then reviewed by the Disclosure Committee, which includes among others, the Company's Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Accounting Officer to make a determination of whether the risk is material.
The risk is then reviewed by the Disclosure Committee, which includes among others, the Company's Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Accounting Officer to determine whether the risk is material for disclosure purposes in accordance with applicable rules and regulations.
Third-party service provider and business partners risks are included within our cybersecurity risk management program, as well as the risk identification and assessment processes, both of which are discussed above. In addition, cybersecurity and privacy considerations affect the selection and oversight of our third-party service providers and business partners, as well as third-party specific integration plans.
In addition, cybersecurity and privacy considerations affect the selection and oversight of our third-party service providers and business partners, as well as third-party specific integration plans.
Our Board of Directors is responsible for the oversight of risks from cybersecurity threats.
Governance Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of Directors and management. Our Board of Directors is responsible for the oversight of risks from cybersecurity threats.
Added
Identified risks are evaluated and assessed by the Company's security review council, comprised of various security, technology, legal and privacy staff members and management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur digital marketing services companies under the brand LocaliQ is headquartered in Woodland Hills, California, and has sales and other offices and data centers in two locations in two states: California and Texas. In addition, LocaliQ has eleven locations in four other countries: Australia, India, New Zealand, and the Netherlands. These properties include leased buildings and data centers.
Biggest changeIncluded in Newsquest's 11 owned premises is one production facility. 40 Table of Contents Our digital marketing services companies under the brand LocaliQ is headquartered in Woodland Hills, California, and has sales and other offices and data centers in two locations in two states: California and Texas.
Business, under "Major Publications and Markets We Serve." We own some of the plants that house most aspects of the publication process but in certain locations have outsourced printing or combined the printing of multiple publications. Newsquest, our subsidiary headquartered in London, U.K., occupies approximately 698 thousand square feet in the U.K. spread over 60 locations.
We own some of the plants that house most aspects of the publication process but in certain locations have outsourced printing or combined the printing of multiple publications. Newsquest, our subsidiary headquartered in London, U.K., occupies approximately 450 thousand square feet in the U.K. spread over 59 locations.
Effective March 31, 2024, our new corporate headquarters will be l ocated in New York, New York, which occupies approximately 24 thousand square feet, under a lease agreement terminating in May 2031. We also have an executive office in Pittsford, New York, where we lease approximately 7 thousand square feet, under a lease agreement terminating in December 2026.
ITEM 2. PROPERTIES Our corporate headquarters are l ocated in New York, New York, where we lease approximately 24 thousand square feet, under a lease agreement terminating in May 2031 . We also have an executive office in Pittsford, New York, where we lease approximately 7 thousand square feet, under a lease agreement terminating in December 2026 .
Our domestic facilities occupy approximately 6.1 million square feet in the aggregate, of which approximately 4.5 million square feet are leased from third parties. Many of our local media organizations also have outside news bureaus, sales offices, and distribution centers that are leased from third parties. A listing of publishing centers and key locations can be found in Item 1.
Our domestic facilities, excluding our corporate headquarters above, occupy approximately 5.3 million square feet in the aggregate, of which approximately 3.9 million square feet are leased from third parties. Many of our local media organizations also have outside news bureaus, sales offices, and distribution centers that are leased from third parties.
Of this, approximately 339 thousand square feet spread over 46 locations are leased from third parties, including three production facilities. Included in Newsquest's 14 owned premises is one production facility.
Of this, approximately 300 thousand square feet spread over 48 locations are leased from third parties, including three production facilities.
We believe our current facilities, including the terms and conditions of the relevant lease agreements, are adequate to operate our businesses as currently conducted.
All of our material real properties owned by our material domestic subsidiaries are mortgaged as collateral for our 2029 Term Loan Facility, 2031 Notes and 2027 Notes. We believe our current facilities, including the terms and conditions of the relevant lease agreements, are adequate to operate our businesses as currently conducted.
Removed
ITEM 2. PROPERTIES Historically, our corporate headquarters has been located in McLean, Virginia, where we lease approximately 176 thousand square feet, under a lease terminating in October 2030. The Company has decided to relocate its corporate headquarters to its executive offices located in New York, New York and exit, cease use and continue to seek subleases for its McLean facility.
Added
In addition, LocaliQ has 11 locations in four other countries: Australia, India, New Zealand, and the Netherlands. These properties include leased buildings and data centers. In total, LocaliQ properties occupy approximately 160 thousand square feet. Excluded from total square footage but included in location counts are serviced office spaces.
Removed
In total, LocaliQ properties occupy approximately 161 thousand square feet. Excluded from total square footage but included in location counts are serviced office spaces. All of our material real properties owned by our material domestic subsidiaries are mortgaged as collateral for our Senior Secured Term Loan.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS Information regarding legal proceedings may be found in Note 13 — Commitments, contingencies and other matters — Legal Proceedings of the notes to the Consolidated financial statements, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 42 Table of Contents PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS Information regarding legal proceedings may be found in Note 13 — Commitments, contingencies and other matters — Legal Proceedings of the notes to the Consolidated financial statements , which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of December 31, 2023, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. The Company does not currently anticipate repurchasing any shares of Common Stock during the first quarter of 2024.
Biggest changeAs of December 31, 2024 , the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million . The Company does not currently anticipate repurchasing any shares of Common Stock during the first quarter of 2025 . ITEM 6. [RESERVED] 42 Table of Contents
We cannot assure stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase Program. During the year ended December 31, 2023, we did not repurchase any shares of Common Stock under the Stock Repurchase Program.
We cannot assure stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase Program. During the year ended December 31, 2024 , we did not repurchase any shares of Common Stock under the Stock Repurchase Program.
Dividends We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in the future. In addition, the terms of our indebtedness, including the Senior Secured Term Loan, the 2026 Senior Notes Indenture and the 2027 Notes Indenture, have terms that restrict our ability to pay dividends.
Dividends We presently have no intention to declare or pay a 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.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our Common Stock trades on the NYSE under the trading symbol "GCI." As of February 16, 2024, there were approximately 3,916 holders of record of our Common Stock.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock, par value $0.01 per share ("Common Stock") trades on the NYSE under the trading symbol "GCI." As of February 14, 2025 , there were approximately 3,707 holders of record of our Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIn addition, for the year ended December 31, 2022, the decrease in Non-operating pension income compared to 2021 was primarily due to a decrease in the expected return on plan assets held by the GR Plan, mainly driven by a more conservative asset allocation, and to a lesser extent, the reduction to the GR Plan assets as a result of the pension annuity entered into during the third quarter of 2022. 58 Table of Contents Newsquest segment 2023 compared to 2022 A summary of our Newsquest segment results comparing the year ended December 31, 2023 to the year ended December 31, 2022 is presented below: Year ended December 31, In thousands 2023 2022 $ Change % Change Revenues: Advertising and marketing services $ 134,126 $ 136,294 $ (2,168) (2 %) Circulation 73,279 72,112 1,167 2 % Other 26,575 26,224 351 1 % Total revenues 233,980 234,630 (650) — % Operating expenses: Operating costs 120,264 125,405 (5,141) (4 %) Selling, general and administrative expenses 63,947 69,563 (5,616) (8 %) Depreciation and amortization 8,792 7,374 1,418 19 % Integration and reorganization costs 1,763 4,425 (2,662) (60 %) Gain on sale or disposal of assets, net (42) (319) 277 (87 %) Other operating expenses 215 725 (510) (70 %) Total operating expenses 194,939 207,173 (12,234) (6 %) Operating income $ 39,041 $ 27,457 $ 11,584 42 % Revenues The following table provides the breakout of Revenues by category: Year ended December 31, In thousands 2023 2022 $ Change % Change Local and national print $ 37,745 $ 40,526 $ (2,781) (7 %) Classified print 37,099 35,615 1,484 4 % Print advertising 74,844 76,141 (1,297) (2 %) Digital media 41,890 39,358 2,532 6 % Digital marketing services 8,920 9,263 (343) (4 %) Digital classified 8,472 11,532 (3,060) (27 %) Digital advertising and marketing services 59,282 60,153 (871) (1 %) Advertising and marketing services 134,126 136,294 (2,168) (2 %) Print circulation 68,042 67,165 877 1 % Digital-only subscription 5,237 4,947 290 6 % Circulation 73,279 72,112 1,167 2 % Other (a) 26,575 26,224 351 1 % Total revenues $ 233,980 $ 234,630 (650) — % (a) Other revenues included Other Digital revenues, including digital production revenues of $10.4 million and $9.5 million for the years ended December 31, 2023 and 2022, respectively.
Biggest changeNewsquest segment 2023 compared to 2022 A summary of our Newsquest segment results comparing the year ended December 31, 2023 to the year ended December 31, 2022 is presented below: Year ended December 31, In thousands 2023 2022 $ Change % Change Revenues: Digital $ 74,910 $ 74,610 $ 300 —% Print and commercial 159,070 160,020 (950) (1%) Total revenues 233,980 234,630 (650) —% Operating expenses: Operating costs 120,264 125,405 (5,141) (4%) Selling, general and administrative expenses 63,947 69,563 (5,616) (8%) Depreciation and amortization 8,792 7,374 1,418 19% Integration and reorganization costs 1,763 4,425 (2,662) (60%) Gain on sale or disposal of assets, net (42) (319) 277 (87%) Other operating expenses 215 725 (510) (70%) Total operating expenses 194,939 207,173 (12,234) (6%) Operating income $ 39,041 $ 27,457 $ 11,584 42% 58 Table of Contents Revenues The following table provides the breakout of Revenues by category for the years ended December 31, 2023 and 2022 : Year ended December 31, In thousands 2023 2022 $ Change % Change Digital advertising $ 50,362 $ 50,890 $ (528) (1%) Digital marketing services 8,920 9,263 (343) (4%) Digital-only subscription 5,237 4,947 290 6% Digital other 10,391 9,510 881 9% Digital 74,910 74,610 300 —% Print advertising 74,844 76,141 (1,297) (2%) Print circulation 68,042 67,165 877 1% Commercial and other (a) 16,184 16,714 (530) (3%) Print and commercial 159,070 160,020 (950) (1%) Total revenues $ 233,980 $ 234,630 (650) —% (a) For the years ended December 31, 2023 and 2022 , included Commercial printing revenues of $8.0 million and $7.0 million , respectively.
Integration and reorganization costs For the year ended December 31, 2023, we incurred Integration and reorganization costs of $24.5 million.
For the year ended December 31, 2023 , we incurred Integration and reorganization costs of $24.5 million .
We believe these non-GAAP financial 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.
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.
We also strongly urge you not to rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under U.S.
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.
The following table provides the breakout of the decrease in Selling, general and administrative expenses: Year ended December 31, In thousands 2023 2022 $ Change % Change Compensation and benefits $ 255,491 $ 289,761 $ (34,270) (12 %) Outside services and other 285,352 341,653 (56,301) (16 %) Total selling, general and administrative expenses $ 540,843 $ 631,414 $ (90,571) (14 %) For the year ended December 31, 2023, Compensation and benefits costs decreased compared to 2022, primarily due to lower payroll expense of $24.0 million, driven by a decrease in headcount tied to ongoing cost control initiatives and lower commissions related to revenue performance, and to a lesser extent, lower employee benefit costs of $10.3 million, including a decrease in employer 401(k) plan matching contributions, which were suspended in the third quarter of 2022.
The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2023 and 2022 : Year ended December 31, In thousands 2023 2022 $ Change % Change Compensation and benefits $ 255,491 $ 289,761 $ (34,270) (12%) Outside services and other 285,352 341,653 (56,301) (16%) Total selling, general and administrative expenses $ 540,843 $ 631,414 $ (90,571) (14%) For the year ended December 31, 2023 , Compensation and benefits costs decreased compared to 2022 , primarily due to lower payroll expense of $24.0 million , driven by a decrease in headcount tied to ongoing cost control initiatives and lower commissions related to revenue performance, and to a lesser extent, lower employee benefit costs of $10.3 million , including a decrease in employer 401(k) plan matching contributions, which were suspended in the third quarter of 2022.
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. 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 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.
(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 year ended December 31, 2023, the decrease in Domestic Gannett Media segment Adjusted EBITDA compared to 2022 was primarily attributable to the changes discussed above.
(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP financial performance measures. (b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues. For the year ended December 31, 2023 , the decrease in Domestic Gannett Media segment Adjusted EBITDA compared to 2022 was primarily attributable to the changes discussed above.
(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 year ended December 31, 2023, the increase in Newsquest segment Adjusted EBITDA compared to 2022 was primarily attributable to the changes discussed above.
(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP financial performance measures. (b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues. For the year ended December 31, 2023 , the increase in Newsquest segment Adjusted EBITDA compared to 2022 was primarily attributable to the changes discussed above.
(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 year ended December 31, 2023, the decrease in DMS segment Adjusted EBITDA compared to 2022 was primarily attributable to the changes discussed above.
(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP financial performance measures. (b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues. For the year ended December 31, 2023 , the decrease in DMS segment Adjusted EBITDA compared to 2022 was primarily attributable to the changes discussed above.
The following table provides the breakout of the decrease in Selling, general and administrative expenses: Year ended December 31, In thousands 2023 2022 $ Change % Change Compensation and benefits $ 47,350 $ 50,708 $ (3,358) (7 %) Outside services and other 16,597 18,855 (2,258) (12 %) Total selling, general and administrative expenses $ 63,947 $ 69,563 $ (5,616) (8 %) For the year ended December 31, 2023, Compensation and benefits costs decreased compared to 2022, primarily due to lower payroll and employee benefit expenses driven by a reduction in headcount tied to integration activities associated with an acquisition in the first quarter of 2022, as well as ongoing cost control initiatives.
The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2023 and 2022 : Year ended December 31, In thousands 2023 2022 $ Change % Change Compensation and benefits $ 47,350 $ 50,708 $ (3,358) (7%) Outside services and other 16,597 18,855 (2,258) (12%) Total selling, general and administrative expenses $ 63,947 $ 69,563 $ (5,616) (8%) For the year ended December 31, 2023 , Compensation and benefits costs decreased compared to 2022 , primarily due to lower payroll and employee benefit expenses driven by a reduction in headcount tied to integration activities associated with an acquisition in the first quarter of 2022, as well as ongoing cost control initiatives.
The following table provides the breakout of the decrease in Operating costs: Year ended December 31, In thousands 2023 2022 $ Change % Change Newsprint and ink $ 99,760 $ 129,077 $ (29,317) (23 %) Distribution 323,750 370,594 (46,844) (13 %) Compensation and benefits 393,196 487,868 (94,672) (19 %) Outside services 326,695 333,137 (6,442) (2 %) Other 219,414 224,032 (4,618) (2 %) Total operating costs $ 1,362,815 $ 1,544,708 $ (181,893) (12 %) For the year ended December 31, 2023, Newsprint and ink costs decreased compared to 2022, primarily due to a decline associated with lower revenues, partially offset by an increase of $2.4 million driven by the change in the cost of newsprint.
Operating expenses The following table provides the breakout of Operating costs for the years ended December 31, 2023 and 2022 : Year ended December 31, In thousands 2023 2022 $ Change % Change Newsprint and ink $ 99,760 $ 129,077 $ (29,317) (23%) Distribution 323,750 370,594 (46,844) (13%) Compensation and benefits 393,196 487,868 (94,672) (19%) Outside services 326,695 333,137 (6,442) (2%) Other 219,414 224,032 (4,618) (2%) Total operating costs $ 1,362,815 $ 1,544,708 $ (181,893) (12%) For the year ended December 31, 2023 , Newsprint and ink costs decreased compared to 2022 , primarily due to a decline associated with lower revenues, partially offset by an increase of $2.4 million driven by the change in the cost of newsprint.
For the year ended December 31, 2023, Integration and reorganization costs decreased compared to 2022, mainly due to a decrease in severance costs of $30.7 million and a decrease in other costs of $19.3 million.
For the year ended December 31, 2023 , Integration and reorganization costs decreased compared to 2022 , mainly due to a decrease in severance costs of $30.7 million and a decrease in other reorganization-related costs of $19.3 million .
The following table provides the breakout of the increase in Selling, general and administrative expenses: 65 Table of Contents Year ended December 31, In thousands 2023 2022 $ Change % Change Compensation and benefits $ 76,190 $ 74,867 $ 1,323 2 % Outside services and other 12,440 12,790 (350) (3 %) Total selling, general and administrative expenses $ 88,630 $ 87,657 $ 973 1 % For the year ended December 31, 2023, Compensation and benefits costs increased compared to 2022, primarily due to an increase in payroll expense of $2.9 million, driven by a higher bonus accrual, partially offset by lower employee benefit costs of $1.5 million, mainly due to a decline in employer 401(k) plan matching contributions, which were suspended in the third quarter of 2022.
The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2023 and 2022 : Year ended December 31, In thousands 2023 2022 $ Change % Change Compensation and benefits $ 76,190 $ 74,867 $ 1,323 2% Outside services and other 12,440 12,790 (350) (3%) Total selling, general and administrative expenses $ 88,630 $ 87,657 $ 973 1% For the year ended December 31, 2023 , Compensation and benefits costs increased compared to 2022 , primarily due to an increase in payroll expense of $2.9 million driven by a higher bonus accrual, partially offset by lower employee benefit costs of $1.5 million , mainly due to a decline in employer 401(k) plan matching contributions, which were suspended in the third quarter of 2022.
The following table provides the breakout of the decrease in Operating costs: Year ended December 31, In thousands 2023 2022 $ Change % Change Newsprint and ink $ 13,351 $ 15,039 $ (1,688) (11 %) Distribution 13,325 14,697 (1,372) (9 %) Compensation and benefits 50,144 51,032 (888) (2 %) Outside services 16,033 16,924 (891) (5 %) Other 27,411 27,713 (302) (1 %) Total operating costs $ 120,264 $ 125,405 $ (5,141) (4 %) For the year ended December 31, 2023, Newsprint and ink costs decreased compared to 2022, primarily due to a decline associated with lower volume due to the decline in revenues and a reduction in the cost of newsprint.
Operating expenses The following table provides the breakout of Operating costs for the years ended December 31, 2023 and 2022 : Year ended December 31, In thousands 2023 2022 $ Change % Change Newsprint and ink $ 13,351 $ 15,039 $ (1,688) (11%) Distribution 13,325 14,697 (1,372) (9%) Compensation and benefits 50,144 51,032 (888) (2%) Outside services 16,033 16,924 (891) (5%) Other 27,411 27,713 (302) (1%) Total operating costs $ 120,264 $ 125,405 $ (5,141) (4%) For the year ended December 31, 2023 , Newsprint and ink costs decreased compared to 2022 , primarily due to a decline associated with lower volume due to the decline in revenues and a reduction in the cost of newsprint.
(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.
(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP financial performance measures. (b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues.
For the year ended December 31, 2023, Compensation and benefits costs decreased compared to 2022, primarily due to lower payroll expense of $69.5 million, driven by a decrease in headcount tied to ongoing cost control initiatives, including facility closures and conversion to mail delivery in multiple markets, and to a lesser extent, lower employee benefit costs of 53 Table of Contents $25.1 million, mainly due to a decrease in insurance costs due to a decrease in headcount and a decline in employer 401(k) plan matching contributions, which were suspended in the third quarter of 2022.
For the year ended December 31, 2023 , Compensation and benefits costs decreased compared to 2022 , primarily due to lower payroll expense of $69.5 million , driven by a decrease in headcount tied to ongoing cost control initiatives, including facility closures and conversion to mail delivery in multiple markets, and to a lesser extent, lower employee benefit costs of $25.1 million , mainly due to a decrease in insurance costs due to a decrease in headcount and a decline in employer 401(k) plan matching contributions, which were suspended in the third quarter of 2022.
If we elect to perform a qualitative assessment and conclude it is more likely than not that the fair value of the reporting unit is equal to or greater than 74 Table of Contents its carrying value, no further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment.
If we elect to perform a qualitative assessment and conclude 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 71 Table of Contents impairment.
The following table provides the breakout of the decrease in Corporate and other operating expenses: Year ended December 31, In thousands 2023 2022 $ Change % Change Operating expenses: Operating costs 23,356 10,050 13,306 *** Selling, general and administrative expenses 41,919 63,854 (21,935) (34 %) Depreciation and amortization 17,834 17,660 174 1 % Integration and reorganization costs 16,339 26,866 (10,527) (39 %) Other operating expenses 1,196 1,165 31 3 % Gain on sale or disposal of assets, net (1,446) (5) (1,441) *** Total operating expenses $ 99,198 $ 119,590 $ (20,392) (17 %) *** Indicates an absolute value percentage change greater than 100.
The following table provides the breakout of Operating expenses for the years ended December 31, 2023 and 2022 : Year ended December 31, In thousands 2023 2022 $ Change % Change Operating expenses: Operating costs $ 23,356 $ 10,050 $ 13,306 *** Selling, general and administrative expenses 41,919 63,854 (21,935) (34%) Depreciation and amortization 17,834 17,660 174 1% Integration and reorganization costs 16,339 26,866 (10,527) (39%) Other operating expenses 1,196 1,165 31 3% Gain on sale or disposal of assets, net (1,446) (5) (1,441) *** Total operating expenses $ 99,198 $ 119,590 $ (20,392) (17%) *** Indicates an absolute value percentage change greater than 100.
As of December 31, 2023, material obligations discussed in the notes to our Consolidated financial statements included (i) principal payments on our long-term debt discussed in Note 8 — Debt, (ii) operating leases discussed in Note 4 — Leases, and (iii) pension and postretirement benefits discussed in Note 9 — Pensions and other postretirement benefit plans.
As of December 31, 2024 , material obligations discussed in the notes to our Consolidated financial statements included (i) principal payments on our long-term debt discussed in Note 8 — Debt , (ii) operating leases discussed in Note 4 — Leases , and (iii) pension and postretirement benefits discussed in Note 9 — Pensions and other postretirement benefit plans .
See Note 11 — Income taxes to the Consolidated financial statements for a further discussion of income taxes. In addition, we have purchase obligations which include digital licenses and information technology services, printing contracts, professional services, interactive marketing agreements, and other legally binding commitments.
See Note 11 — Income taxes to the Consolidated financial statements for a further discussion of income taxes. In addition, we have purchase obligations which include digital licenses and information technology services, professional services, interactive marketing agreements, and other legally binding commitments.
We have 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, although we did not elect to use this option for the Company's evaluation as of November 30, 2023.
We have 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, although we did not elect to use this option for the Company's evaluation as of November 30, 2024 .
Of the total costs incurred, $57.6 million were related to severance activities and $30.4 million were related to other costs, including a withdrawal liability related to multiemployer pension plans of $8.6 million, which was expensed as a result of ceasing contributions, costs 45 Table of Contents for consolidating operations, primarily related to systems implementation and the outsourcing of corporate functions, and facilities consolidation expenses, primarily associated with exiting a lease.
Of the total costs incurred, $57.6 million were related to severance activities and $30.4 million were related to other costs, including a withdrawal liability related to multiemployer pension plans of $8.6 million , which was expensed as a result of ceasing contributions, costs for consolidating operations, primarily related to systems implementation and the outsourcing of corporate functions, and facilities consolidation expenses, primarily associated with exiting a lease.
The performance of our annual impairment analysis resulted in no impairments to goodwill or indefinite-lived intangible assets for the year ended December 31, 2023. See Note 6 — Goodwill and intangible assets for further discussion.
The performance of our annual impairment analysis resulted in no impairments to goodwill or indefinite-lived intangible assets for the year ended December 31, 2024 . See Note 6 — Goodwill and intangible assets for further discussion.
These measures provide an assessment of controllable 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.
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.
For the year ended December 31, 2022, we recognized a net gain on the sale of assets of $6.9 million, primarily related to net gains of $6.7 million at the Domestic Gannett Media segment, mainly driven by the sales of production facilities as part of our plan to monetize non-core assets.
For the year ended December 31, 2022 , we recognized a net gain on the sale of assets of $6.9 million , primarily related to a net gain of $6.7 million at the Domestic Gannett Media segment, mainly driven by the sales of production facilities as part of our plan to monetize non-strategic assets.
For the year ended December 31, 2023, Corporate and other operating expenses decreased compared to 2022, primarily due to a decrease in Selling, general and administrative expenses, mainly driven by a decrease of $29.3 million in payroll and employee benefit costs, a decrease in Integration and reorganization costs, primarily due to a decrease in severance costs of $6.2 million and a decrease in other costs of $4.3 million, mainly due to a decrease in system integration costs and an increase 68 Table of Contents in the gain on sale of assets driven by a $1.4 million gain on the sale of intellectual property, partially offset by an increase in Operating costs.
For the year ended December 31, 2023 , Corporate and other operating expenses decreased compared to 2022 , primarily due to a decrease in Selling, general and administrative expenses, mainly driven by a decrease of $29.3 million in payroll and employee benefit costs, a decrease in Integration and reorganization-related costs, primarily due to a decrease in severance costs of $6.2 million and a decrease in other reorganization-related costs of $4.3 million , mainly due to a decrease in system integration costs and an increase in the gain on sale of assets driven by a $1.4 million gain on the sale of intellectual property, partially offset by an increase in Operating costs.
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 or cash flows.
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.
We continue to closely monitor economic factors, including, but not limited to, the current inflationary market and rising interest rates, and we expect to continue to take the steps necessary to appropriately manage liquidity.
We continue to closely monitor economic factors, including, but not limited to, the current inflationary market and changing interest rates, and we expect to continue to take the steps necessary to appropriately manage liquidity.
Pursuant to these actions, certain assets and real estate to be retired have been assessed for impairment. 75 Table of Contents Revenue Recognition 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.
Pursuant to these actions, certain assets and real estate to be retired have been assessed for impairment. Revenue Recognition 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.
GAAP and should not be considered in isolation or as an alternative to income (loss) from operations, net income (loss), or any other measure of performance or liquidity derived in accordance with U.S. GAAP.
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.
As of December 31, 2023, we had no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. 71 Table of Contents Contractual obligations and commitments We enter into various contractual arrangements as a part of our operations.
As of December 31, 2024 , we had no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Contractual obligations and commitments We enter into various contractual arrangements as a part of our operations.
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 Senior Secured Term Loan, the 2026 Senior Notes, and the 2027 Notes.
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.
For the years ended December 31, 2023 and 2022, we recognized net gains on the sale of assets of $38.9 million and $6.7 million, respectively, primarily related to sales of production facilities as part of our plan to monetize non-core assets.
For the years ended December 31, 2023 and 2022 , we recognized net gain s on the sale of assets of $38.9 million and $6.7 million , respectively, primarily related to sales of production facilities as part of our plan to monetize non-strategic assets.
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) Other operating expenses, including 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, and (13) certain other non-recurring charges.
GAAP basis. 68 Table of Contents 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.
(a) Amounts are net of intersegment eliminations of $150.5 million, $143.5 million and $129.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, which represent digital advertising 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.
(a) Amounts are net of intersegment eliminations of $151.8 million , $150.5 million and $143.5 million for the years ended December 31, 2024 , 2023 and 2022 , 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.
A 50 basis point change in the discount rate used to calculate the benefit for 2023 would have decreased total pension plan expense for 2023 by approximately $2.4 million.
A 50 basis point change in the discount rate used to calculate the benefit for 2024 would have decreased total pension plan expense for 2024 by approximately $2.5 million .
Newsquest segment Adjusted EBITDA Year ended December 31, In thousands 2023 2022 $ Change % Change Net income attributable to Gannett $ 49,257 $ 49,301 $ (44) — % Non-operating pension income (8,677) (23,032) 14,355 (62 %) Depreciation and amortization 8,792 7,374 1,418 19 % Integration and reorganization costs 1,763 4,425 (2,662) (60 %) Other operating expenses 215 725 (510) (70 %) Gain on sale or disposal of assets, net (42) (319) 277 (87 %) Other Items (1,180) 1,553 (2,733) *** Adjusted EBITDA (non-GAAP basis) (a) $ 50,128 $ 40,027 $ 10,101 25 % Net income attributable to Gannett margin 21.1 % 21.0 % Adjusted EBITDA margin (non-GAAP basis) (a)(b) 21.4 % 17.1 % *** Indicates an absolute value percentage change greater than 100.
Newsquest segment Adjusted EBITDA Year ended December 31, In thousands 2023 2022 $ Change % Change Net income attributable to Gannett $ 49,257 $ 49,301 $ (44) —% Non-operating pension income (8,677) (23,032) 14,355 (62%) Depreciation and amortization 8,792 7,374 1,418 19% Integration and reorganization costs 1,763 4,425 (2,662) (60%) Third-party debt expenses and acquisition costs 215 725 (510) (70%) Gain on sale or disposal of assets, net (42) (319) 277 (87%) Other non-operating (income) expense, net (1,539) 1,188 (2,727) *** Non-recurring items 359 365 (6) (2%) Adjusted EBITDA (non-GAAP basis) (a) $ 50,128 $ 40,027 $ 10,101 25% Net income attributable to Gannett margin 21.1 % 21.0 % Adjusted EBITDA margin (non-GAAP basis) (a)(b) 21.4 % 17.1 % *** Indicates an absolute value percentage change greater than 100.
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.
We also continue to invest in our people and in the 44 Table of Contents skills needed to support our future aims and to retain our talent by remaining an attractive place to work.
Domestic Gannett Media segment Adjusted EBITDA Year ended December 31, In thousands 2023 2022 $ Change % Change Net income attributable to Gannett $ 114,254 $ 63,225 $ 51,029 81 % Non-operating pension income (705) (35,921) 35,216 (98 %) Depreciation and amortization 112,201 130,557 (18,356) (14 %) Integration and reorganization costs 5,582 55,575 (49,993) (90 %) Other operating expenses 139 2 137 *** Asset impairments 1,370 1,056 314 30 % Gain on sale or disposal of assets, net (38,937) (6,738) (32,199) *** Other items 737 (108) 845 *** Adjusted EBITDA (non-GAAP basis) (a) $ 194,641 $ 207,648 $ (13,007) (6 %) Net income attributable to Gannett margin 5.5 % 2.7 % Adjusted EBITDA margin (non-GAAP basis) (a)(b) 9.3 % 8.7 % 54 Table of Contents *** Indicates an absolute value percentage change greater than 100.
Domestic Gannett Media segment Adjusted EBITDA Year ended December 31, In thousands 2023 2022 $ Change % Change Net income attributable to Gannett $ 114,254 $ 63,225 $ 51,029 81% Non-operating pension income (705) (35,921) 35,216 (98%) Depreciation and amortization 112,201 130,557 (18,356) (14%) Integration and reorganization costs 5,582 55,575 (49,993) (90%) Third-party debt expenses and acquisition costs 139 2 137 *** Asset impairments 1,370 1,056 314 30% Gain on sale or disposal of assets, net (38,937) (6,738) (32,199) *** Other non-operating expense (income), net 773 (398) 1,171 *** Non-recurring items (36) 290 (326) *** Adjusted EBITDA (non-GAAP basis) (a) $ 194,641 $ 207,648 $ (13,007) (6%) Net income attributable to Gannett margin 5.5 % 2.7 % Adjusted EBITDA margin (non-GAAP basis) (a)(b) 9.3 % 8.7 % *** Indicates an absolute value percentage change greater than 100.
For the year ended December 31, 2023, Other revenues decreased compared to 2022, primarily due to a decline in commercial print volume and a decline in digital syndication, partially offset by an increase in event revenues, mainly driven by an increase in registration fees and higher merchandising revenues, driven by higher attendance, partially offset by slightly fewer events, as well as an increase in digital revenues related to affiliate agreements.
For the year ended December 31, 2023 , Commercial and other revenues decreased compared to 2022 , primarily due to a decline in commercial print volume, partially offset by an increase in event revenues, mainly driven by an increase in registration fees and higher merchandising revenues, driven by higher attendance, partially offset by slightly fewer events.
(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 year ended December 31, 2022, the increase in DMS segment Adjusted EBITDA compared to 2021 was primarily attributable to the changes discussed above.
(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP financial performance measures. (b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues. For the year ended December 31, 2024 , the increase in Newsquest segment Adjusted EBITDA compared to 2023 was primarily attributable to the changes discussed above.
Our pension plans had assets valued at $1.8 billion as of December 31, 2023 and the plans' benefit obligation was $1.7 billion, resulting in the plans being 108% funded at such date. For 2023, the assumption used for the funded status discount rate was 5.40% for our principal retirement plan obligations.
Our pension plans had assets valued at $1.7 billion as of December 31, 2024 and the plans' benefit obligation was $1.5 billion , resulting in the plans being 110% funded at such date. For 2024 , the assumption used for the funded status discount rate was 5.75% for our principal retirement plan obligations.
Our effective tax rate for the year ended December 31, 2023 was not meaningful. The tax provision for 2023 was primarily impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion from our U.K. operations, nondeductible compensation, and state and local tax expense, partially offset by the benefit from the pre-tax book loss.
The tax provision for 2023 was primarily impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion from our U.K. operations, nondeductible compensation, and state and local tax expense, partially offset by the benefit from the pre-tax book loss.
For the year ended December 31, 2023, 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 2022, primarily due to a decrease of $12.4 million in various expenses, including costs related to news and editorial, professional services, outside printing, and software licensing, partially offset by an increase of $6.0 million in third-party media fees.
For the year ended December 31, 2023 , 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 2022 , primarily due to a decrease of $12.4 million in various expenses, including costs related to news and editorial, professional services, outside printing, and software licensing, partially offset by an increase of $6.0 million in third-party media fees. 54 Table of Contents For the year ended December 31, 2023 , Other costs decreased compared to 2022 , primarily due to lower facility related expenses associated with real estate sales and lower promotion expenses.
For the year ended December 31, 2023, Compensation and benefits costs decreased compared to 2022, primarily due to lower payroll and employee benefit expenses driven by integration savings due to decreased headcount associated with an acquisition in the first quarter of 2022.
For the year ended December 31, 2023 , Distribution costs decreased compared to 2022 , primarily due to a decline associated with lower revenues. 59 Table of Contents For the year ended December 31, 2023 , Compensation and benefits costs decreased compared to 2022 , primarily due to lower payroll and employee benefit expenses driven by integration savings due to decreased headcount associated with an acquisition in the first quarter of 2022.
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. For the year ended December 31, 2023, cash flows provided by operating activities were $94.6 million compared to $40.8 million for the year ended December 31, 2022.
Additionally, we generate cash through 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. For the year ended December 31, 2024 , cash flows provided by operating activities were $100.3 million compared to $94.6 million for the year ended December 31, 2023 .
In addition, the terms of our indebtedness, including the Senior Secured Term Loan, the 2026 Senior Notes Indenture and the 2027 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.
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.
For our principal retirement plan, we used an 76 Table of Contents assumption of 5.3% for our expected return on pension plan assets for 2023. If we were to reduce our expected rate of return assumption by 50 basis points, the benefit for 2023 would have increased by approximately $4.4 million.
For our principal retirement plan, we used an assumption of 5.25% for our expected return on pension plan assets for 2024 . If we were to reduce our expected rate of return assumption by 50 basis points, the benefit for 2024 would have increased by approximately $4.4 million .
In addition, the decrease in Local and national print advertising revenues was also due to the absence in 2023 of revenues of $25.7 million associated with both businesses divested and non-core products which were sunset in 2023 and 2022.
In addition, the decrease in Print advertising revenues was also due to the absence in 2023 of revenues of $31.3 million associated with both businesses divested and non-core products which were sunset in 2023 and 2022 .
As an indication of the sensitivity of pension liabilities to the discount rate assumption, a 50 basis point reduction in the discount rate at the end of 2023 would have increased plan obligations by approximately $31.6 million.
As an indication of the sensitivity of pension liabilities to the discount rate assumption, a 50 basis point reduction in the discount rate at the end of 2024 would have increased plan obligations by approximately $28.3 million .
In January 2024, we published our network-wide 2023 Journalism Impact Report, which highlighted what we believe are the most influential articles we produced in 2023 and covers topics such as coverage on ID&E, as well as climate change.
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 coverage on inclusion, diversity and equity as well as climate change.
(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 year ended December 31, 2022, the decrease in Domestic Gannett Media segment Adjusted EBITDA compared to 2021 was primarily attributable to the changes discussed above.
(a) See "Non-GAAP Financial Measures" below for additional information about non-GAAP financial performance measures. (b) We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues. For the year ended December 31, 2024 , the decrease in DMS segment Adjusted EBITDA compared to 2023 was primarily attributable to the changes discussed above.
For the year ended December 31, 2023, Other costs decreased compared to 2022, primarily due to lower facility related expenses, mainly as a result of exiting space associated with the sunset of non-core products. For the year ended December 31, 2023, Selling, general and administrative expenses increased $1.0 million compared to 2022.
For the year ended December 31, 2023 , Other costs decreased compared to 2022 , primarily due to lower facility related expenses, mainly as a result of exiting space associated with the sunset of non-core products.
For the year ended December 31, 2022, Depreciation and amortization expense decreased compared to 2021, reflecting the impact of fewer print facilities compared to 2021.
For the year ended December 31, 2024 , Depreciation and amortization expense decreased compared to 2023 , reflecting the impact of fewer print facilities in 2024 compared to 2023 .
For the year ended December 31, 2023, Digital media revenues decreased compared to 2022, driven by decreases in both domestic national and local revenue volumes and a reduction in digital advertising demand as a result of a more challenging macroeconomic environment, including declining CPMs (cost per thousand impressions).
For the year ended December 31, 2023 , Digital advertising revenues decreased compared to 2022 , driven by decreases in both domestic national and local revenue volumes and a reduction in digital advertising demand as a result of a more challenging macroeconomic environment, including declining CPMs (cost per thousand impressions) and lower spend on employment and obituary notifications, partially offset by higher spend on automotive advertisements.
Our Senior Secured Term Loan, 2024 Notes, 2026 Senior Notes and 2027 Notes all contain usual and customary covenants and events of default. As of December 31, 2023, we were in compliance with all such covenants and obligations. 70 Table of Contents Refer to Note 8 — Debt for additional discussion regarding our debt.
Our 2029 Term Loan Facility, 2031 Notes, and 2027 Notes all contain usual and customary covenants and events of default. As of December 31, 2024 , we were in compliance with all such covenants and obligations. Refer to Note 8 — Debt for additional discussion regarding our debt.
For the year ended December 31, 2023, Digital media revenues increased compared to 2022, driven by the impact of an acquisition in the first quarter of 2022. For the year ended December 31, 2023, Digital classified revenues decreased compared to 2022, due to lower spend on employment notifications.
For the year ended December 31, 2023 , Digital advertising revenues decreased compared to 2022 , primarily due to lower spend on employment notifications, partially offset by the impact of an acquisition in the first quarter of 2022.
Uncertain economic conditions adversely impacted our advertising 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 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.
For the year ended December 31, 2023, Print circulation revenues increased compared to 2022, primarily due to the impact of an acquisition in the first quarter of 2022. Operating expenses For the year ended December 31, 2023, Operating costs decreased $5.1 million compared to 2022.
For the year ended December 31, 2023 , Print circulation revenues increased compared to 2022 , primarily due to the impact of an acquisition in the first quarter of 2022.
Net loss attributable to Gannett and diluted loss per share attributable to Gannett Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $27.8 million and $0.20 for the year ended December 31, 2023, respectively, $78.0 million and $0.57 for the year ended December 31, 2022, respectively, and $135.0 million and $1.00 for the year ended December 31, 2021, respectively.
Net loss attributable to Gannett and diluted loss per share attributable to Gannett Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $26.4 million and $0.18 for the year ended December 31, 2024 , respectively, $27.8 million and $0.20 for the year ended December 31, 2023 , respectively, and $78.0 million and $0.57 for the year ended December 31, 2022 , respectively.
For the year ended December 31, 2023, Local and national print advertising revenues decreased compared to 2022, primarily due to a reduction in spend driven by the ongoing decline associated with secular trends reflecting the shift to digital platforms, partially offset by an increase reflecting the impact of an acquisition in the first quarter of 2022.
For the year ended December 31, 2023 , Print advertising revenues decreased compared to 2022 , primarily due to a reduction in spend driven by the ongoing decline associated with secular trends reflecting the shift to digital platforms and lower spend on real estate, employment, and automobile classified advertisements, partially offset by an increase reflecting the impact of an acquisition in the first quarter of 2022 and higher spend on legal notifications.
We anticipate interest payments associated with our long-term debt totaling $79.6 million in 2024, $70.0 million in 2025 and $90.0 million thereafter. Due to uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2023, we are unable to make reasonably reliable estimates of the period of cash settlement.
We anticipate interest payments associated with our long-term debt totaling $91.7 million in 2025 , $84.3 million in 2026 and $201.9 million thereafter. Due to uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2024 , we are unable to make reasonably reliable estimates of the period of cash settlement.
Refer to Segment results below for a discussion of the results of operations by segment. Non-operating (income) expense Interest expense: For the year ended December 31, 2023, Interest expense was $111.8 million compared to $108.4 million for the year ended December 31, 2022.
Refer to Segment results below for a discussion of the results of operations by segment. Non-operating expenses (income) Interest expense: For the years ended December 31, 2024 , 2023 and 2022 , Interest expense was $104.7 million , $111.8 million and $108.4 million , respectively.
Environmental, Social and Governance 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 early 2023, we published our 2023 ESG Report detailing the progress we made on our U.N.
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.
The following table provides the breakout of the increase in Operating costs: Year ended December 31, In thousands 2023 2022 $ Change % Change Outside services $ 294,073 $ 283,380 $ 10,693 4 % Compensation and benefits 35,604 32,633 2,971 9 % Other 6,379 7,633 (1,254) (16 %) Total operating costs $ 336,056 $ 323,646 $ 12,410 4 % For the year ended December 31, 2023, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, increased compared to 2022, due to an increase in expenses associated with third-party media fees driven by a corresponding increase in revenues.
Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU. 62 Table of Contents Operating expenses The following table provides the breakout of Operating costs for the years ended December 31, 2023 and 2022 : Year ended December 31, In thousands 2023 2022 $ Change % Change Outside services $ 294,073 $ 283,380 $ 10,693 4% Compensation and benefits 35,604 32,633 2,971 9% Other 6,379 7,633 (1,254) (16%) Total operating costs $ 336,056 $ 323,646 $ 12,410 4% For the year ended December 31, 2023 , Outside services costs increased compared to 2022 , due to an increase in expenses associated with third-party media fees driven by a corresponding increase in revenues.
The following tables provide information regarding certain KPIs for the Domestic Gannett Media, Newsquest and DMS segments: Year ended December 31, In thousands, except ARPU 2023 2022 Change % Change 2021 Change % Change Domestic Gannett Media: Digital-only ARPU $ 6.46 $ 5.99 $ 0.47 7.8 % $ 6.02 $ (0.03) (0.5) % Newsquest: Digital-only ARPU $ 6.14 $ 7.44 $ (1.30) (17.5) % $ 9.23 $ (1.79) (19.4) % Total Gannett: Digital-only ARPU $ 6.45 $ 6.04 $ 0.41 6.8 % $ 6.13 $ (0.09) (1.5) % DMS: Core platform revenues $ 473,172 $ 462,067 $ 11,105 2.4 % $ 421,468 $ 40,599 9.6 % Core platform ARPU $ 2,620 $ 2,459 $ 161 6.5 % $ 2,367 $ 92 3.9 % Core platform average customer count 15.1 15.7 (0.6) (3.8) % 14.8 0.9 6.1 % As of December 31, In thousands 2023 2022 % Change 2021 % Change Digital-only paid subscriptions: Domestic Gannett Media: 1,912 1,970 (2.9) % 1,581 24.6 % Newsquest 83 59 40.7 % 52 13.5 % Total Gannett 1,995 2,029 (1.7) % 1,633 24.2 % CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with U.S.
The following tables provide information regarding certain KPIs for the Domestic Gannett Media , Newsquest and DMS segments: Year ended December 31, In thousands, except ARPU 2024 2023 Change % Change 2022 Change % Change Domestic Gannett Media : Digital-only ARPU $ 7.83 $ 6.46 $ 1.37 21.2 % $ 5.99 $ 0.47 7.8 % Newsquest : Digital-only ARPU $ 6.17 $ 6.14 $ 0.03 0.5 % $ 7.44 $ (1.30) (17.5) % Total Gannett: Digital-only ARPU $ 7.75 $ 6.45 $ 1.30 20.2 % $ 6.04 $ 0.41 6.8 % DMS : Core platform revenues $ 474,298 $ 473,172 $ 1,126 0.2 % $ 462,067 $ 11,105 2.4 % Core platform ARPU $ 2,760 $ 2,620 $ 140 5.3 % $ 2,459 $ 161 6.5 % Core platform average customer count 14.3 15.1 (0.8) (5.3) % 15.7 (0.6) (3.8) % As of December 31, In thousands 2024 2023 % Change 2022 % Change Digital-only paid subscriptions: Domestic Gannett Media : 1,953 1,912 2.1 % 1,970 (2.9) % Newsquest 110 83 32.5 % 59 40.7 % Total Gannett 2,063 1,995 3.4 % 2,029 (1.7) % CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with U.S.
Operating expenses Operating expenses consist primarily of the following: • Operating costs at the Domestic Gannett Media and Newsquest segments include labor, newsprint and delivery 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 charges and other costs, including those for the purpose of consolidating our operations (i.e., facility consolidation expenses and integration-related costs); • 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.
Operating expenses Operating expenses consist primarily of the following: 47 Table of Contents • 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.
DMS segment Adjusted EBITDA Year ended December 31, In thousands 2023 2022 $ Change % Change Net income attributable to Gannett $ 28,841 $ 26,919 $ 1,922 7 % Depreciation and amortization 23,795 26,431 (2,636) (10 %) Integration and reorganization costs 784 1,108 (324) (29 %) Loss on sale or disposal of assets, net 324 179 145 81 % Other items (521) 2,943 (3,464) *** Adjusted EBITDA (non-GAAP basis) (a) $ 53,223 $ 57,580 $ (4,357) (8 %) Net income attributable to Gannett margin 6.0 % 5.7 % Adjusted EBITDA margin (non-GAAP basis) (a)(b) 11.1 % 12.3 % *** Indicates an absolute value percentage change greater than 100.
For the year ended December 31, 2023 , Depreciation and amortization expense decreased compared to 2022 , primarily due to a decrease in amortization expense, resulting from the impact of intangibles becoming fully amortized in the fourth quarter of 2022, partially offset by an increase in depreciation expense related to capitalized software. 63 Table of Contents DMS segment Adjusted EBITDA Year ended December 31, In thousands 2023 2022 $ Change % Change Net income attributable to Gannett $ 28,841 $ 26,919 $ 1,922 7% Depreciation and amortization 23,795 26,431 (2,636) (10%) Integration and reorganization costs 784 1,108 (324) (29%) Loss on sale or disposal of assets, net 324 179 145 81% Other non-operating (income) expense, net (521) 2,943 (3,464) *** Adjusted EBITDA (non-GAAP basis) (a) $ 53,223 $ 57,580 $ (4,357) (8) % Net income attributable to Gannett margin 6.0 % 5.7 % Adjusted EBITDA margin (non-GAAP basis) (a)(b) 11.1 % 12.3 % *** Indicates an absolute value percentage change greater than 100.
The Senior Secured Term Loan bears interest at a per annum rate equal to the Adjusted Term SOFR (which shall not be less than 0.50% per annum) plus a margin equal to 5.00% or an alternate base rate (which shall not be less than 1.50% per annum) plus a margin equal to 4.00%.
The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (a) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (b) Adjusted Term SOFR (which shall not be less than 1.50% ) plus a margin equal to 5.00% per annum.
Cash flows provided by investing activities: For the year ended December 31, 2023, cash flows provided by investing activities were $47.0 million compared to $22.1 million for the year ended December 31, 2022.
Cash flows (used for) provided by investing activities : For the year ended December 31, 2024 , cash flows used for investing activities were $28.0 million compared to $47.0 million in cash flows provided by investing activities for the year ended December 31, 2023 .
Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to affect taxable income. The assessment of the realizability of deferred tax assets involves a high degree of judgment and complexity.
We account for income taxes under the provisions of ASC 740, "Income Taxes" ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to affect taxable income.
Create a stable foundation for growth We continue to optimize and improve our foundation – completing systems consolidations and migrations, improving process workflows, and ensuring we have synergy across the organization to deliver the stabilization required to fuel our plan into the future.
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.
Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties in the application of tax laws and regulations. We account for income taxes under the provisions of ASC 740, "Income Taxes" ("ASC 740").
Tax laws are complex and subject to 72 Table of Contents different interpretations by the taxpayer and respective government taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties in the application of tax laws and regulations.
The changes reflect the various items discussed above and below in "Segment Results." 51 Table of Contents Segment Results Domestic Gannett Media segment 2023 compared to 2022 A summary of our Domestic Gannett Media segment comparing the year ended December 31, 2023 to the year ended December 31, 2022 is presented below: Year ended December 31, In thousands 2023 2022 $ Change % Change Revenues: Advertising and marketing services $ 925,539 $ 1,034,416 $ (108,877) (11 %) Circulation 854,542 1,012,525 (157,983) (16 %) Other 315,772 332,865 (17,093) (5 %) Total revenues 2,095,853 2,379,806 (283,953) (12 %) Operating expenses: Operating costs 1,362,815 1,544,708 (181,893) (12 %) Selling, general and administrative expenses 540,843 631,414 (90,571) (14 %) Depreciation and amortization 112,201 130,557 (18,356) (14 %) Integration and reorganization costs 5,582 55,575 (49,993) (90 %) Asset impairments 1,370 1,056 314 30 % Gain on sale or disposal of assets, net (38,937) (6,738) (32,199) *** Other operating expenses 139 2 137 *** Total operating expenses 1,984,013 2,356,574 (372,561) (16 %) Operating income $ 111,840 $ 23,232 $ 88,608 *** *** Indicates an absolute value percentage change greater than 100.
For the year ended December 31, 2024 , the increase in Domestic Gannett Media segment Adjusted EBITDA compared to 2023 was primarily attributable to the changes discussed above. 52 Table of Contents Domestic Gannett Media segment 2023 compared to 2022 A summary of our Domestic Gannett Media segment results comparing the year ended December 31, 2023 to the year ended December 31, 2022 is presented below: Year ended December 31, In thousands 2023 2022 $ Change % Change Revenues: Digital $ 641,743 $ 633,103 $ 8,640 1% Print and commercial 1,454,110 1,746,703 (292,593) (17%) Total revenues 2,095,853 2,379,806 (283,953) (12%) Operating expenses: Operating costs 1,362,815 1,544,708 (181,893) (12%) Selling, general and administrative expenses 540,843 631,414 (90,571) (14%) Depreciation and amortization 112,201 130,557 (18,356) (14%) Integration and reorganization costs 5,582 55,575 (49,993) (90%) Asset impairments 1,370 1,056 314 30% Gain on sale or disposal of assets, net (38,937) (6,738) (32,199) *** Other operating expenses 139 2 137 *** Total operating expenses 1,984,013 2,356,574 (372,561) (16%) Operating income $ 111,840 $ 23,232 $ 88,608 *** *** Indicates an absolute value percentage change greater than 100.
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 year ended December 31, 2023, we did not repurchase any shares of Common Stock under the Stock Repurchase Program.
Further, future repurchases under 67 Table of Contents 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.
For the year ended December 31, 2023, Digital marketing services revenues increased compared to 2022, primarily due to an increase in rates, partially offset by a decrease in client counts.
For the year ended December 31, 2023 , Digital marketing services revenues increased compared to 2022 , primarily due to an increase in rates, partially offset by a decrease in client counts. 53 Table of Contents For the year ended December 31, 2023 , Digital-only subscription revenues increased compared to 2022 , due to an increase in Digital-only ARPU of 7.8% , mainly due to product mix.
For the year ended December 31, 2022, we recognized a net gain on the sale of assets of $6.7 million compared to a net loss of $27.4 million for the year ended December 31, 2021 related to the sales of production facilities as part of our plan to monetize non-core assets.
For the year ended December 31, 2024 , we recognized a net loss on the sale of assets of $1.7 million compared to a net gain of $38.9 million for the year ended December 31, 2023 , primarily related to sales of production facilities as part of our plan to monetize non-strategic assets.
Certain Matters Affecting Comparability The following items affect period-over-period comparisons and will continue to affect period-over-period comparisons for future results: (Gain) loss on sale or disposal of assets, net For the year ended December 31, 2023, we recognized a net gain on the sale of assets of $40.1 million, primarily related to net gains of $38.9 million at the Domestic Gannett Media segment due to the sales of production facilities as part of our plan to monetize non-core assets, and a gain of $1.4 million at our Corporate and other category related to the sale of intellectual property.
For the year ended December 31, 2023 , we recognized a net gain on the sale of assets of $40.1 million , primarily related to a net gain of $38.9 million at the Domestic Gannett Media segment due to the sales of production facilities as part of our plan to monetize non-strategic assets, and a gain of $1.4 million at our Corporate and other category related to the sale of intellectual property.
We are also exposed to potential increases in interest rates associated with our Senior Secured Term Loan, which as of December 31, 2023, accounted for approximately 31% of our outstanding debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K.
We are exposed to potential increases in interest rates associated with our new $900.0 million five-year first lien term loan facility (the " 2029 Term Loan Facility "), which as of December 31, 2024 , accounted for approximately 76% of our outstanding debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K.
Expand our reach Key to our ongoing growth is expanding our base – whether clients in our DMS segment or audience in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInterest Rates We generally manage our risk associated with changes in interest rates through the use of a combination of variable and fixed-rate debt. As of December 31, 2023, we had variable and fixed-rate debt totaling $350.4 million and $780.2 million, respectively.
Biggest changeIn the normal course of business, exposure to certain of these market risks is managed as described below. 73 Table of Contents Interest Rates We generally manage our risk associated with changes in interest rates through the use of a combination of variable and fixed-rate debt.
A hypothetical $10 per metric ton increase in newsprint price would not have materially impacted our results of operations or cash flows based on newsprint usage for the year ended December 31, 2023 of approximately 114,000 metric tons.
A hypothetical $10 per metric ton increase in newsprint price would not have materially impacted our results of operations or cash flows based on newsprint usage for the year ended December 31, 2024 of approximately 96,000 metric tons.
A hypothetical 10% fluctuation of the price of the British pound sterling and the currencies in our DMS segment against the U.S. dollar would not have materially impacted operating income for the year ended December 31, 2023. 77 Table of Contents
A hypothetical 10% fluctuation of the price of the British pound sterling and the currencies in our DMS segment against the U.S. dollar would not have materially impacted operating income for the year ended December 31, 2024 . 74 Table of Contents
Our primary commodity price exposures are newsprint and, to a lesser extent, ink, which in the aggregate represented approximately 4% and 5% of our total operating expenses for the years ended December 31, 2023 and 2022, respectively.
Our primary commodity price exposures are newsprint and, to a lesser extent, ink, which in the aggregate represented approximately 3% and 4% of our total operating expenses for the years ended December 31, 2024 and 2023 , respectively.
Our variable-rate debt consisted of the Senior Secured Term Loan which bears interest at the Adjusted Term Secured Overnight Financing Rate. A hypothetical interest rate increase of 100 basis points would have increased our interest expense related to our variable-rate debt and likewise decreased our income and cash flows by approximately $3.5 million for the year ended December 31, 2023.
A hypothetical interest rate increase of 100 basis points to our 2029 Term Loan Facility would have increased our interest expense related to our variable-rate debt and likewise decreased our income and cash flows by approximately $8.5 million for the year ended December 31, 2024 .
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in interest rates, commodity prices, and foreign currency exchange rates. Changes in these factors could cause fluctuations in earnings and cash flow. In the normal course of business, exposure to certain of these market risks is managed as described below.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in interest rates, commodity prices, and foreign currency exchange rates. Changes in these factors could cause fluctuations in earnings and cash flow.
Removed
Cumulative foreign currency translation gains and losses reported as part of equity equated to a loss of $1.2 million at December 31, 2023, primarily due to the strengthening of the U.S. dollar compared to the British pound sterling, and a loss of $14.9 million at December 31, 2022.
Added
As of December 31, 2024 , we had variable and fixed-rate debt totaling $850.0 million and $261.8 million , respectively.
Added
Our variable-rate debt consisted of our 2029 Term Loan Facility which bears interest at an annual rate equal, at Gannett Holdings LLC'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 be no less than 1.50% ) plus a margin equal to 5.00% per annum.
Added
On October 15, 2024 , our 2029 Term Loan Facility refinanced and replaced our Senior Secured Term Loan which bore interest at the Adjusted Term Secured Overnight Financing Rate.

Other TDAY 10-K year-over-year comparisons