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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 1, 2025
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 001-36097 38-3910250
(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number)  (I.R.S. Employer Identification No.)
175 Sully's Trail, Suite 203,
Pittsford, New York 14534-4560
(Address of principal executive offices) (Zip Code)
(585)
598-0030 Not Applicable
(Registrant's telephone number, including area code) (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share GCI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 2.02 Results of Operations and Financial Condition.

On May 1, 2025, Gannett Co., Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered "filed" or incorporated by reference therein.

Use of Website to Distribute Material Company Information

The Company's website is www.gannett.com. Information contained on the Company's website is not part of this Current Report on Form 8-K. The Company uses its website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of the Company's website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)




SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Gannett Co., Inc.
Date: May 1, 2025
By:
/s/ Trisha Gosser
  Trisha Gosser
Chief Financial Officer (principal financial officer)




EX-99.1 2 gciq12025ex991earningsrele.htm EX-99.1 Document

gannettlogo.jpg

Gannett Announces First Quarter 2025 Results & Reiterates Business Outlook

NEW YORK, NY — May 1, 2025 — Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") (NYSE: GCI) today reported its financial results for the first quarter ended March 31, 2025.

"In the first quarter, we delivered significant improvement to our bottom line compared to the prior year period, along with sustained year-over-year growth in free cash flow. We continued to make notable progress towards debt reduction, repaying approximately $75 million of debt during the quarter, which lowered our leverage and further strengthened our capital structure. Our financial results in the first quarter reflect solid execution of our strategy and the resilience of our business in navigating both a challenging operating environment and the outsized impact of several items unique to the first quarter," said Michael Reed, Gannett Chairman and Chief Executive Officer.

"With these items now behind us, we expect to drive a marked improvement in our top-line trends for the balance of the year, led by a reacceleration in our digital businesses. We believe this perspective is supported by the fact that March marked our best performing month of the quarter for digital revenue and we are seeing improving revenue trends continue into the second quarter."

"In the first quarter, we maintained our position as the nation’s leading news and information provider among content creators with 195 million average monthly unique visitors, growing over 4% compared to the prior year. We also continued to expand our efforts to strategically monetize the vast library of content produced across our platform as we incrementally added subscription products and A.I. licensing deals to our platform."

"As we previously outlined, we expect a progressive build in our financial and operational performance throughout the year. We are confident in the leadership and strategic plans in place to achieve our financial objectives, and as a result, we are reaffirming our full year 2025 business outlook. With continued focus on our strategy, efficiency initiatives, and disciplined operational execution, we are well-positioned to drive stronger performance as we enter the second quarter."

First Quarter 2025 Financial Highlights (Year-Over-Year):
•Total revenues of $571.6 million were impacted by the sale of the Austin-American Statesman in the first quarter of 2025 and the decision to sell or shut down certain non-strategic assets in 2024
◦Total revenue decreased 10.1%; same store revenues(1) decreased 7.7%
•Net loss attributable to Gannett of $7.3 million improved by $77.4 million
•Adjusted net loss attributable to Gannett(1) of $13.1 million improved by $23.4 million
•Adjusted EBITDA(1) totaled $50.5 million
•Cash provided by operating activities of $23.3 million, an increase of 3.8%
•Free cash flow(1) of $10.2 million, an increase of 7.6%

First Quarter 2025 Digital Highlights (Year-Over-Year):
•195 million(2) average monthly unique visitors, an increase of 4.7%
•Total digital revenues of $250.4 million
•Digital advertising revenues of $83.4 million
•Digital-only subscription revenues of $43.3 million
Capital Structure Highlights:
•As of March 31, 2025, the Company had cash and cash equivalents of $85.9 million
(1) Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss) attributable to Gannett, Free cash flow, and Same store revenues are non-GAAP measures. See "Use of Non-GAAP Information" below for information about these non-GAAP measures.
(2) 195 million average monthly unique visitors in the first quarter of 2025 with approximately 144 million average monthly unique visitors coming from our U.S. media network, which includes USA TODAY (as measured by © 2024 Comscore, Media Metrix (March 2025), Desktop + Mobile) and approximately 51 million average monthly unique visitors resulting from our U.K. digital properties (based on Adobe Analytics).



•Total principal debt outstanding at March 31, 2025 was $1,037.3 million, including $775.5 million in first lien debt
•First lien net leverage(3) was 2.6x, reflecting a sequential decrease of 4.8%
•The Company repaid approximately $74.5 million of debt in the first quarter of 2025
•In April 2025, the Company received a waiver from certain lenders of our five-year first lien term loan facility (the "2029 Term Loan Facility"), and entered into a privately negotiated agreement with a holder of our 6% Senior Secured Convertible Notes due 2027 (the "2027 Notes") to repurchase $14.0 million of principal of our outstanding 2027 Notes at 105% of par value for $15.0 million in cash, including accrued interest. This transaction was financed using proceeds from a delayed draw term loan facility as part of our $900.0 million 2029 Term Loan Facility.

Business Outlook(4)
The Company reiterates its full year 2025 outlook. The Company's estimates factor in the sale of the Austin American-Statesman in the first quarter of 2025 but do not factor in the impact of any possible future acquisitions or dispositions.
•Full Year 2025 Business Outlook(4)
◦Total digital revenues are expected to grow approximately 7%-10% on a same store basis(1)
▪Total digital revenues are expected to make up 50% of total revenues during 2025
◦Total revenues are expected to be down in the low single digits on a same store basis(1)
▪Same store(1) revenue trends are expected to grow on an overall basis during 2025
◦Net income attributable to Gannett is expected to improve compared to the prior year
◦Adjusted EBITDA(1) is expected to grow versus the prior year
◦Cash provided by operating activities is expected to grow in excess of 30% versus the prior year
◦Free cash flow(1) is expected to grow in excess(5) of 40% versus the prior year

Financial Highlights6
In thousands First Quarter 2025
Revenues $ 571,573 
Net loss attributable to Gannett (7,333)
Adjusted EBITDA(6) (non-GAAP basis)
50,509 
Adjusted net loss attributable to Gannett(6) (non-GAAP basis)
(13,063)
Cash provided by operating activities 23,308 
Free cash flow(6) (non-GAAP basis)
10,168 

Earnings Conference Call

Management will host a conference call on Thursday, May 1, 2025 at 8:30 A.M. Eastern Time to review the financial and operating results for the period. A copy of the earnings release will be posted to the Investor Relations section of Gannett's website, investors.gannett.com. The conference call may be accessed by dialing 1-888-506-0062 (from within the U.S.) or 1-973-528-0011 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "Gannett First Quarter Earnings Call" or access code "292710". We use our 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. A simultaneous webcast of the conference call will be
(3) As of March 31, 2025, the First Lien Net Leverage ratio was calculated by subtracting cash on the balance sheet from the sum of our five-year first lien term loan facility (the "2029 Term Loan Facility") and dividing that by Q1 2025 LTM Adjusted EBITDA. The 6% Senior Secured Convertible Notes due 2027 and 6% Senior Secured Convertible Notes due 2031 are secured by liens junior to those securing our 2029 Term Loan Facility.
(4) Projections are based on Company estimates as of May 1, 2025 and are provided solely for illustrative purposes. Actual results may vary. The Company undertakes no obligation to update this information. Additionally, except as specifically provided otherwise, the Company's estimates do not factor in the impact of any possible future acquisitions or dispositions. The Company's future financial results could differ materially from the Company's current estimates.
(5) Capital expenditures are expected to increase as a result of investments in technology and products.
(6) Refer to "Use of Non-GAAP Information" below for the Company's definition of Adjusted EBITDA, Adjusted net income (loss) attributable to Gannett, and Free cash flow, as well as the reconciliation of such measures to the most comparable GAAP measure.



available to the public on a listen-only basis at investors.gannett.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast. A telephonic replay of the conference call will also be available approximately two hours following the call's completion through 11:59 P.M. Eastern Time on Thursday, May 15, 2025 by dialing 1-877-481-4010 (from within the U.S.) or 1-919-882-2331 (from outside of the U.S.); please reference access code "52086". A transcript of our earnings call held today also will be posted to the investors.gannett.com website.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations, including our network of local properties, in the United States, and Newsquest, a wholly-owned subsidiary operating in the United Kingdom, we provide essential journalism, local content, and digital experiences to audiences and businesses. We deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage. Our digital marketing solutions brand, LocaliQ, supports small and medium-sized businesses with innovative digital marketing products and solutions.

Cautionary Statement Regarding Forward-Looking Statements

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, our full year 2025 business outlook, statements regarding our business outlook, digital revenue performance and growth, growth in our Digital Marketing Solutions segment, digital revenues, negotiations and engagement with other companies and results of such negotiations and engagements, expectations regarding our cash from operating activities, free cash flows, revenues, net income (loss) attributable to Gannett, Adjusted EBITDA, same store revenues and cash flows, expectations regarding our long-term growth, and sustainable growth, our ability to create long-term stockholder value, our expectations, in terms of both amount and timing, with respect to debt repayment, our expected capital expenditures, expectations regarding our non-strategic assets, our strategy, our partnerships, our ability to achieve our operating priorities, our long-term opportunities, economic impacts, our ability to navigate volatility, achieve our financial goals, optimize our capital structure and achieve optimal financial performance, our cost structure, future revenue and expense trends, and our ability to influence trends. Words such as "expect(s)", "believe(s)", "will", "can", "outlook", "guidance", "estimate(s)", "projection(s)", "trend", "focus", and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties. These and other risks and uncertainties could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. The Company can give no assurance its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company's most recent Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and our other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. Except to the extent required by law, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.


* * * *

For investor inquiries, contact: For media inquiries, contact:
Matt Esposito Lark-Marie Anton
Investor Relations Corporate Communications
703-854-3000 646-906-4087
investors@gannett.com lark@gannett.com

# # #



GANNETT CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

Table No. 1
In thousands, except share data March 31, 2025 December 31, 2024
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 85,912  $ 106,299 
Accounts receivable, net of allowance for credit losses of $11,874 and $13,596 as of March 31, 2025 and December 31, 2024, respectively
222,992  239,636 
Inventories 18,737  20,910 
Prepaid expenses 43,608  40,268 
Other current assets 16,510  18,782 
Total current assets 387,759  425,895 
Property, plant, and equipment, net of accumulated depreciation of $352,066 and $337,013 as of March 31, 2025 and December 31, 2024, respectively
226,979  240,980 
Operating lease assets 134,639  143,955 
Goodwill 518,099  530,028 
Intangible assets, net 395,954  430,374 
Deferred tax assets 75,992  60,983 
Pension and other assets 212,396  207,932 
Total assets $ 1,951,818  $ 2,040,147 
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities $ 309,801  $ 318,384 
Deferred revenue 112,580  108,000 
Current portion of long-term debt 68,000  74,300 
Operating lease liabilities 37,948  39,761 
Other current liabilities 7,573  5,157 
Total current liabilities 535,902  545,602 
Long-term debt 689,945  755,754 
Convertible debt 250,296  249,757 
Deferred tax liabilities 12,267  4,928 
Pension and other postretirement benefit obligations 36,596  37,820 
Long-term operating lease liabilities 158,324  167,731 
Other long-term liabilities 118,850  125,921 
Total noncurrent liabilities 1,266,278  1,341,911 
Total liabilities 1,802,180  1,887,513 
Commitments and contingent liabilities
Equity
Preferred stock, $0.01 par value per share, 300,000 shares authorized, none of which were issued and outstanding at March 31, 2025 and December 31, 2024
—  — 
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized; 159,081,464 shares issued and 146,659,540 shares outstanding at March 31, 2025; 158,835,742 shares issued and 147,388,555 shares outstanding at December 31, 2024
1,591  1,588 
Treasury stock, at cost, 12,421,924 shares and 11,447,187 shares at March 31, 2025 and December 31, 2024, respectively
(23,302) (20,540)
Additional paid-in capital 1,284,331  1,281,801 
Accumulated deficit (1,060,879) (1,053,546)
Accumulated other comprehensive loss (51,598) (56,164)
Total Gannett stockholders' equity 150,143  153,139 
Noncontrolling interests (505) (505)
Total equity 149,638  152,634 
Total liabilities and equity $ 1,951,818  $ 2,040,147 



GANNETT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Table No. 2 Three months ended March 31,
In thousands, except per share amounts 2025 2024
Digital $ 250,394  $ 267,499 
Print and commercial 321,179  368,262 
Total revenues 571,573  635,761 
Operating costs 356,622  402,399 
Selling, general and administrative expenses 171,643  180,489 
Depreciation and amortization 42,634  38,298 
Integration and reorganization costs 9,498  17,881 
Asset impairments 1,894  45,989 
(Gain) loss on sale or disposal of assets, net (20,680) 552 
Other operating expenses 184  39 
Total operating expenses 561,795  685,647 
Operating income (loss) 9,778  (49,886)
Interest expense 26,083  26,565 
Loss (gain) on early extinguishment of debt 1,274  (617)
Non-operating pension income (1,914) (3,146)
Equity (income) loss in unconsolidated investees, net (195) 185 
Other non-operating (income) expense, net (1,323) 1,817 
Non-operating expenses 23,925  24,804 
Loss before income taxes (14,147) (74,690)
(Benefit) provision for income taxes (6,814) 10,078 
Net loss attributable to Gannett $ (7,333) $ (84,768)
Loss per share attributable to Gannett - basic $ (0.05) $ (0.60)
Loss per share attributable to Gannett - diluted $ (0.05) $ (0.60)




GANNETT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Table No. 3 Three months ended March 31,
In thousands
2025 2024
Operating activities
Net loss $ (7,333) $ (84,768)
Adjustments to reconcile net loss to operating cash flows:
Depreciation and amortization 42,634  38,298 
Share-based compensation expense 2,879  2,826 
Non-cash interest expense 1,607  5,260 
(Gain) loss on sale or disposal of assets, net (20,680) 552 
Loss (gain) on early extinguishment of debt 1,274  (617)
Asset impairments 1,894  45,989 
Pension and other postretirement benefit obligations (3,397) (11,211)
Equity (income) loss in unconsolidated investees, net (195) 185 
Change in other assets and liabilities, net: 4,625  25,937 
Cash provided by operating activities 23,308  22,451 
Investing activities
Purchase of property, plant and equipment (13,546) (12,999)
Proceeds from sale of real estate and other assets 48,369  575 
Change in other investing activities —  (2)
Cash provided by (used for) investing activities 34,823  (12,426)
Financing activities
Payments of deferred financing costs (777) — 
Repayments of long-term debt (74,450) (15,290)
Treasury stock (2,761) (2,532)
Changes in other financing activities (366) (423)
Cash used for financing activities (78,354) (18,245)
Effect of currency exchange rate change on cash 125  984 
Decrease in cash, cash equivalents and restricted cash (20,098) (7,236)
Cash, cash equivalents and restricted cash at beginning of period 116,181  110,612 
Cash, cash equivalents and restricted cash at end of period $ 96,083  $ 103,376 



GANNETT CO., INC.
SEGMENT INFORMATION
(Unaudited)

Table No. 4 Three months ended March 31,
In thousands
2025 2024
Revenues:
Domestic Gannett Media $ 440,070  $ 495,719 
Newsquest 55,848  60,198 
Digital Marketing Solutions 108,709  117,045 
Corporate and other 1,479  1,604 
Intersegment eliminations (34,533) (38,805)
Total $ 571,573  $ 635,761 





USE OF NON-GAAP INFORMATION

The Company uses non-GAAP financial performance and liquidity measures to supplement the financial information
presented on a U.S. generally accepted accounting principles ("U.S. GAAP") basis. These non-GAAP financial performance and liquidity measures, which may not be comparable to, and may be defined differently than, similarly titled measures used or reported by other companies, should not be considered in isolation from or as a substitute for the related U.S. GAAP measures and should be read together with financial information presented on a U.S. GAAP basis.

We define our non-GAAP financial performance and liquidity measures as follows:

•Adjusted EBITDA is a non-GAAP financial performance measure we believe offers a useful view of the overall and segment operations of our business. 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. The most directly comparable U.S. GAAP financial performance measure is Net income (loss) attributable to Gannett.

•Adjusted EBITDA margin is a non-GAAP financial performance measure we believe offers a useful view of the overall and segment operations of our business. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Revenues.

•Adjusted net income (loss) attributable to Gannett is a non-GAAP financial performance measure we believe offers a useful view of the overall operations of our business and is useful to analysts and investors in evaluating the results of operations and operational trends. We define Adjusted net income (loss) attributable to Gannett as Net income (loss) attributable to Gannett before (1) Gains or losses on the early extinguishment of debt, (2) Loss on convertible notes derivative, (3) Integration and reorganization costs, (4) Third-party debt expenses and acquisition costs, (5) Asset impairments, (6) Goodwill and intangibles impairments, (7) Gains or losses on the sale or disposal of assets, (8) Other items, including (Gain) loss on sale of investments, and (9) the tax impact of the above items.

•Free cash flow is a non-GAAP liquidity measure that adjusts our reported U.S. GAAP results for items we believe are critical to the ongoing success of our business. We define Free cash flow as Cash provided by (used for) operating activities as reported on the condensed consolidated statements of cash flows including the impact of (i) capital expenditures and excluding the impact of (ii) third-party debt expenses associated with the refinancing of debt. The result is a figure representing Free cash flow available for use in operations, additional investments, ongoing debt obligations, and returns to stockholders. The most directly comparable U.S. GAAP financial liquidity measure is Cash provided by (used for) operating activities.

•Same store revenues is a non-GAAP financial performance measure based on our U.S. GAAP revenues for the current period, excluding (1) acquired revenues, (2) currency impact, and (3) exited operations.

Management’s Use of Non-GAAP Measures

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

We use Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss) attributable to Gannett, Free cash flow and Same store revenues as measures of our day-to-day operating performance, which is evidenced by the publishing and delivery of news and other media and excludes certain expenses that may not be indicative of our day-to-day business operating results.




Limitations of Non-GAAP Measures

Each of our non-GAAP measures 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. Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA and Adjusted net income (loss) attributable to Gannett using these non-GAAP financial measures as compared to U.S. GAAP net income (loss) include: the exclusion of the cash portion of interest / financing expense, income tax (benefit) provision, and charges related to asset impairments, which are items that may significantly affect our financial results.

Management believes these items are important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial performance and liquidity measures to supplement our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss) attributable to Gannett, Free cash flow and Same store revenues are not alternatives to net income (loss), margin, income (loss) from operations, cash flow provided by (used for) operating activities, revenues, or any other measure of performance or liquidity derived in accordance with U.S. GAAP. As such, they should not be considered or relied upon as substitutes or alternatives for any such U.S. GAAP financial measures. We strongly urge you to review the reconciliations of Net income (loss) attributable to Gannett to Adjusted EBITDA, Adjusted EBITDA margin, Net income (loss) attributable to Gannett to Adjusted net income (loss) attributable to Gannett, Cash provided by (used for) operations to Free cash flow and Revenues to Same Store revenues along with our condensed consolidated financial statements included elsewhere in this report. We also strongly urge you not to rely on any single financial performance or liquidity measure to evaluate our business. In addition, because Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss) attributable to Gannett, Free cash flow and Same store revenues are not measures of financial performance under U.S. GAAP and are susceptible to varying calculations, the Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss) attributable to Gannett, Free cash flow and Same store revenues measures as presented in this release may differ from and may not be comparable to similarly titled measures used by other companies.

Non-GAAP Outlook

Our full year 2025 business outlook included in this release include certain non-GAAP financial performance and liquidity measures, including Same store revenues, Adjusted EBITDA, and Free cash flow. The outlook for each of these non-GAAP items does not factor in the impact of any future acquisitions or dispositions. We have provided these non-GAAP measures for future guidance for the same reasons that were outlined above for historical non-GAAP measures. We have not reconciled non-GAAP forward-looking Same store revenues, Adjusted EBITDA, and Free cash flow to their most directly comparable U.S. GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliations would require unreasonable efforts to estimate and quantify various necessary U.S. GAAP components largely because forecasting or predicting our future operating results is subject to many factors or future events out of our control, is unavailable, or is not readily predictable, and could significantly impact, either individually or in the aggregate, our comparable U.S. GAAP measures. Accordingly, we are unable to provide a full reconciliation of the non-GAAP measures used in our outlook without unreasonable efforts.





GANNETT CO., INC.
NON-GAAP FINANCIAL INFORMATION
ADJUSTED EBITDA
(Unaudited)
    
Table No. 5 Three months ended March 31, 2025
In thousands
Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Consolidated Total
Net income (loss) attributable to Gannett $ 22,659  $ 13,455  $ 1,624  $ (45,071) $ (7,333)
Benefit for income taxes —  —  —  (6,814) (6,814)
Interest expense —  —  —  26,083  26,083 
Loss on early extinguishment of debt —  —  —  1,274  1,274 
Non-operating pension income (438) (1,476) —  —  (1,914)
Depreciation and amortization 27,307  2,070  5,237  8,020  42,634 
Integration and reorganization costs 3,321  106  1,109  4,962  9,498 
Third-party debt expenses and acquisition costs —  —  —  323  323 
Asset impairments 885  —  1,009  —  1,894 
Gain on sale or disposal of assets, net (20,680) —  —  —  (20,680)
Share-based compensation expense —  —  —  2,879  2,879 
Other non-operating income, net (126) (221) (510) (466) (1,323)
Non-recurring items 237  —  —  3,751  3,988 
Adjusted EBITDA (non-GAAP basis) $ 33,165  $ 13,934  $ 8,469  $ (5,059) $ 50,509 
Net income (loss) attributable to Gannett margin 5.1  % 24.1  % 1.5  % NM (1.3) %
Adjusted EBITDA margin (non-GAAP basis) 7.5  % 24.9  % 7.8  % NM 8.8  %
NM indicates not meaningful.
Three months ended March 31, 2024
In thousands
Domestic Gannett Media Newsquest Digital Marketing Solutions Corporate and other Consolidated Total
Net income (loss) attributable to Gannett $ 5,463  $ 14,544  $ 609  $ (105,384) $ (84,768)
Provision for income taxes —  —  —  10,078  10,078 
Interest expense —  —  —  26,565  26,565 
Gain on early extinguishment of debt —  —  —  (617) (617)
Non-operating pension income (1,306) (1,840) —  —  (3,146)
Depreciation and amortization 24,877  2,035  5,880  5,506  38,298 
Integration and reorganization costs 14,889  169  25  2,798  17,881 
Third-party debt expenses and acquisition costs —  —  —  178  178 
Asset impairments —  —  —  45,989  45,989 
Loss (gain) on sale or disposal of assets, net 904  (445) 89  552 
Share-based compensation expense —  —  —  2,826  2,826 
Other non-operating (income) expense, net (347) (300) 1,546  918  1,817 
Non-recurring items —  —  630  1,306  1,936 
Adjusted EBITDA (non-GAAP basis) $ 44,480  $ 14,163  $ 8,779  $ (9,833) $ 57,589 
Net income (loss) attributable to Gannett margin 1.1  % 24.2  % 0.5  % NM (13.3) %
Adjusted EBITDA margin (non-GAAP basis) 9.0  % 23.5  % 7.5  % NM 9.1  %
NM indicates not meaningful.







GANNETT CO., INC.
NON-GAAP FINANCIAL INFORMATION
ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO GANNETT
(Unaudited)

Table No. 6 Three months ended March 31,
In thousands 2025 2024
Net loss attributable to Gannett $ (7,333) $ (84,768)
Loss (gain) on early extinguishment of debt 1,274  (617)
Integration and reorganization costs 9,498  17,881 
Third-party debt expenses and acquisition costs 323  178 
Asset impairments 1,894  45,989 
(Gain) loss on sale or disposal of assets, net (20,680) 552 
Other items 22  (14)
Subtotal (15,002) (20,799)
Tax impact of above items
1,939  (15,626)
Adjusted net loss attributable to Gannett (non-GAAP basis)
$ (13,063) $ (36,425)



GANNETT CO., INC.
NON-GAAP FINANCIAL INFORMATION
FREE CASH FLOW
(Unaudited)

Table No. 7 Three months ended March 31,
In thousands
2025 2024
Cash provided by operating activities (GAAP basis)
$ 23,308  $ 22,451 
Capital expenditures (13,546) (12,999)
Third-party debt expenses 406  — 
Free cash flow (non-GAAP basis)(1)
$ 10,168  $ 9,452 
(1) For the three months ended March 31, 2025 and 2024, free cash flow was negatively impacted by interest paid of $7.9 million and $9.6 million, respectively, integration and reorganization costs of $7.5 million and $5.8 million, respectively, and other costs of $5.3 million and $6.1 million, respectively.



GANNETT CO., INC.
NON-GAAP FINANCIAL INFORMATION
SAME STORE REVENUES - CONSOLIDATED & DIGITAL
(Unaudited)


Table No. 8 Three months ended March 31,
In thousands 2025 2024 % Change
Total revenues $ 571,573  $ 635,761  (10.1) %
Currency impact 994  — 
Exited operations(1)
(655) (16,201)
Same store total revenues $ 571,912  $ 619,560  (7.7) %
(1)    Exited operations include (i) businesses divested and (ii) the elimination of stand-alone print products discontinued within the media markets.
Three months ended March 31,
In thousands 2025 2024 % Change
Digital revenues $ 250,394  $ 267,499  (6.4) %
Currency impact 706  — 
Exited operations(1)
(655) (7,087)
Same store digital revenues $ 250,445  $ 260,412  (3.8) %
(1)    Exited operations include (i) businesses divested and (ii) the elimination of stand-alone print products discontinued within the media markets.




KEY PERFORMANCE INDICATORS

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

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

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




GANNETT CO., INC.
KEY PERFORMANCE INDICATORS
(Unaudited)


Table No. 9 Three months ended March 31,
In thousands, except ARPU 2025 2024 Change % Change
Domestic Gannett Media:
Digital-only ARPU
$ 7.31  $ 7.28  $ 0.03  —  %
Newsquest:
Digital-only ARPU $ 5.76  $ 6.03  $ (0.27) (4) %
Total Gannett:
Digital-only ARPU $ 7.22  $ 7.22  $ —  —  %
DMS:
Core platform revenues $ 108,166  $ 116,050  $ (7,884) (7) %
Core platform ARPU $ 2,693  $ 2,697  $ (4) —  %
Core platform average customer count 13.4  14.3  (0.9) (6) %


Table No. 10
As of March 31,
In thousands 2025 2024 % Change
Digital-only paid subscriptions:
Domestic Gannett Media 1,810  1,927 (6) %
Newsquest 121  90 34  %
Total Gannett 1,931  2,017  (4) %