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Share Name | Share Symbol | Market | Type |
---|---|---|---|
New Gannett Co Inc | NYSE:GCI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.11 | 3.59% | 3.17 | 3.2199 | 3.03 | 3.13 | 3,085,614 | 01:00:00 |
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-2390983
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
7950 Jones Branch Drive, McLean, Virginia
|
|
22107-0910
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer
|
ý
|
Accelerated Filer
|
¨
|
|
|
|
|
Non-Accelerated Filer
|
¨
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Smaller Reporting Company
|
¨
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Item No.
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|
Page
|
|
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|
|
|
|
1
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||
|
|
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2.
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||
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|
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3.
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||
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|
|
4.
|
||
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|
|
|
|
|
|
|
|
1
|
||
|
|
|
1A.
|
||
|
|
|
2
|
||
|
|
|
3
|
||
|
|
|
4
|
||
|
|
|
5
|
||
|
|
|
6.
|
|
Mar. 27, 2016
|
|
Dec. 27, 2015
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
190,872
|
|
|
$
|
196,696
|
|
Accounts receivable, less allowance for doubtful accounts of $8,615 and $8,836, respectively
|
285,102
|
|
|
330,473
|
|
||
Other receivables
|
27,350
|
|
|
36,114
|
|
||
Inventories
|
28,619
|
|
|
25,777
|
|
||
Assets held for sale
|
9,741
|
|
|
12,288
|
|
||
Prepaid expenses and other current assets
|
35,257
|
|
|
28,188
|
|
||
Total current assets
|
576,941
|
|
|
629,536
|
|
||
Property, plant and equipment, at cost less accumulated depreciation of $1,629,024 and $1,645,984, respectively
|
878,863
|
|
|
896,585
|
|
||
Goodwill
|
567,550
|
|
|
575,685
|
|
||
Intangible assets, net
|
56,996
|
|
|
59,713
|
|
||
Deferred income taxes
|
191,339
|
|
|
201,991
|
|
||
Investments and other assets
|
60,969
|
|
|
64,289
|
|
||
Total assets
|
$
|
2,332,658
|
|
|
$
|
2,427,799
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
327,965
|
|
|
$
|
393,026
|
|
Dividends payable
|
18,639
|
|
|
18,501
|
|
||
Deferred income
|
89,062
|
|
|
78,967
|
|
||
Total current liabilities
|
435,666
|
|
|
490,494
|
|
||
Income taxes
|
21,015
|
|
|
22,221
|
|
||
Postretirement medical and life insurance liabilities
|
86,307
|
|
|
87,594
|
|
||
Pension liabilities
|
549,781
|
|
|
612,443
|
|
||
Other noncurrent liabilities
|
157,595
|
|
|
156,471
|
|
||
Total liabilities
|
1,250,364
|
|
|
1,369,223
|
|
||
Equity
|
|
|
|
||||
Preferred stock of $0.01 par value per share, 5,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock of $0.01 par value per share, 500,000,000 shares authorized, 116,492,424 and 115,668,957 shares issued and outstanding, respectively
|
1,165
|
|
|
1,156
|
|
||
Additional paid-in capital
|
1,715,172
|
|
|
1,708,291
|
|
||
Retained earnings
|
35,207
|
|
|
22,553
|
|
||
Accumulated other comprehensive loss
|
(669,250
|
)
|
|
(673,424
|
)
|
||
Total equity
|
1,082,294
|
|
|
1,058,576
|
|
||
Total liabilities and equity
|
$
|
2,332,658
|
|
|
$
|
2,427,799
|
|
|
Three months ended
|
||||||
|
Mar. 27, 2016
|
|
Mar. 29, 2015
|
||||
|
|
|
|
||||
Operating revenues:
|
|
|
|
||||
Advertising
|
$
|
351,221
|
|
|
$
|
397,266
|
|
Circulation
|
262,703
|
|
|
271,258
|
|
||
Other
|
45,444
|
|
|
48,836
|
|
||
Total operating revenues
|
659,368
|
|
|
717,360
|
|
||
|
|
|
|
||||
Operating Expenses:
|
|
|
|
||||
Cost of sales and operating expenses
|
419,763
|
|
|
479,844
|
|
||
Selling, general and administrative expenses
|
166,325
|
|
|
178,329
|
|
||
Depreciation
|
23,959
|
|
|
24,428
|
|
||
Amortization
|
1,318
|
|
|
3,399
|
|
||
Facility consolidation and asset impairment charges
|
544
|
|
|
1,549
|
|
||
Total operating expenses
|
611,909
|
|
|
687,549
|
|
||
Operating income
|
47,459
|
|
|
29,811
|
|
||
|
|
|
|
||||
Non-operating income:
|
|
|
|
||||
Equity income in unconsolidated investees, net
|
1,141
|
|
|
6,307
|
|
||
Other non-operating items, net
|
(4,223
|
)
|
|
(1,458
|
)
|
||
Total non-operating income (expense)
|
(3,082
|
)
|
|
4,849
|
|
||
|
|
|
|
||||
Income before income taxes
|
44,377
|
|
|
34,660
|
|
||
Provision for income taxes
|
13,085
|
|
|
1,413
|
|
||
Net income
|
$
|
31,292
|
|
|
$
|
33,247
|
|
|
|
|
|
||||
Earnings per share – basic
|
$
|
0.27
|
|
|
$
|
0.29
|
|
Earnings per share – diluted
|
$
|
0.26
|
|
|
$
|
0.29
|
|
|
Three months ended
|
||||||
|
Mar. 27, 2016
|
|
Mar. 29, 2015
|
||||
|
|
|
|
||||
Net income
|
$
|
31,292
|
|
|
$
|
33,247
|
|
Other comprehensive income, before tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(23,049
|
)
|
|
(20,493
|
)
|
||
Pension and other postretirement benefit items:
|
|
|
|
||||
Amortization of prior service credit, net
|
394
|
|
|
(723
|
)
|
||
Amortization of actuarial loss
|
15,412
|
|
|
14,220
|
|
||
Other
|
21,308
|
|
|
18,539
|
|
||
Pension and other postretirement benefit items
|
37,114
|
|
|
32,036
|
|
||
Other comprehensive income, before tax
|
14,065
|
|
|
11,543
|
|
||
Income tax effect related to components of other comprehensive income
|
(9,891
|
)
|
|
(8,524
|
)
|
||
Other comprehensive income, net of tax
|
4,174
|
|
|
3,019
|
|
||
Comprehensive income
|
$
|
35,466
|
|
|
$
|
36,266
|
|
|
Three months ended
|
||||||
|
Mar. 27, 2016
|
|
Mar. 29, 2015
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
31,292
|
|
|
$
|
33,247
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
25,277
|
|
|
27,827
|
|
||
Facility consolidation and asset impairment charges
|
544
|
|
|
1,549
|
|
||
Pension and other postretirement expenses, net of contributions
|
(35,953
|
)
|
|
(7,682
|
)
|
||
Equity income in unconsolidated investees, net
|
(1,141
|
)
|
|
(6,307
|
)
|
||
Stock-based compensation
|
5,145
|
|
|
4,644
|
|
||
Change in accounts receivable
|
42,513
|
|
|
54,508
|
|
||
Change in accounts payable and accrued liabilities
|
(66,247
|
)
|
|
(24,966
|
)
|
||
Change in other assets and liabilities, net
|
12,606
|
|
|
(5,067
|
)
|
||
Net cash flow from operating activities
|
14,036
|
|
|
77,753
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(10,153
|
)
|
|
(6,658
|
)
|
||
Payments for investments
|
(3,111
|
)
|
|
(2,000
|
)
|
||
Proceeds from investments
|
—
|
|
|
7,883
|
|
||
Proceeds from sale of certain assets
|
3,616
|
|
|
5,655
|
|
||
Net cash flow from (used for) investing activities
|
(9,648
|
)
|
|
4,880
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Dividends paid
|
(18,501
|
)
|
|
—
|
|
||
Deferred payments for acquisitions
|
—
|
|
|
(1,218
|
)
|
||
Proceeds from issuance of common stock upon settlement of stock awards
|
8,943
|
|
|
—
|
|
||
Transactions with former parent, net
|
—
|
|
|
(79,429
|
)
|
||
Net cash flow used for financing activities
|
(9,558
|
)
|
|
(80,647
|
)
|
||
Effect of currency exchange rate change on cash
|
(654
|
)
|
|
(393
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(5,824
|
)
|
|
1,593
|
|
||
Balance of cash and cash equivalents at beginning of period
|
196,696
|
|
|
71,947
|
|
||
Balance of cash and cash equivalents at end of period
|
$
|
190,872
|
|
|
$
|
73,540
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for taxes, net of refunds
|
$
|
3,873
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
1,551
|
|
|
$
|
—
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
2,714
|
|
|
$
|
2,018
|
|
Dividends payable
|
$
|
18,639
|
|
|
$
|
—
|
|
•
|
Revenues also include circulation revenues for newspapers, both print and digital, purchased by readers or distributors, reduced by the amount of any discounts taken. Circulation revenues, including online subscriptions, are recognized when purchased newspapers are distributed or made available on our digital platforms.
|
•
|
Advertising revenues are recognized, net of agency commissions, in the period when advertising is printed or placed on digital platforms.
|
•
|
Marketing services revenues are generally recognized when advertisements or services are delivered.
|
•
|
Commercial printing revenues are recognized when the product is delivered to the customer.
|
In thousands
|
|
||
Current assets
|
$
|
12,310
|
|
Property, plant and equipment
|
20,792
|
|
|
Intangible assets
|
28,440
|
|
|
Goodwill
|
30,118
|
|
|
Total assets acquired
|
91,660
|
|
|
Current liabilities
|
10,860
|
|
|
Noncurrent liabilities
|
13,746
|
|
|
Total liabilities assumed
|
24,606
|
|
|
Net assets acquired
|
$
|
67,054
|
|
In thousands
|
USA Today 2015 EROP
|
|
August 2015 EROP
|
|
Various One-Time Actions
|
|
Ongoing Severance Plan
|
||||||||
Balance at Dec. 27, 2015
|
$
|
3,337
|
|
|
$
|
28,393
|
|
|
$
|
9,818
|
|
|
$
|
4,035
|
|
Expense
|
—
|
|
|
1,079
|
|
|
2,430
|
|
|
188
|
|
||||
Payments
|
(1,496
|
)
|
|
(10,881
|
)
|
|
(4,397
|
)
|
|
(693
|
)
|
||||
Adjustments
|
(692
|
)
|
|
622
|
|
|
(1,798
|
)
|
|
—
|
|
||||
Balance at Mar. 27, 2016
|
$
|
1,149
|
|
|
$
|
19,213
|
|
|
$
|
6,053
|
|
|
$
|
3,530
|
|
In thousands
|
Mar. 27, 2016
|
|
Dec. 27, 2015
|
||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Gross
|
|
Accumulated Amortization
|
||||||||
Goodwill
|
$
|
567,550
|
|
|
$
|
—
|
|
|
$
|
575,685
|
|
|
$
|
—
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Mastheads and trade names
|
30,716
|
|
|
—
|
|
|
31,521
|
|
|
—
|
|
||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
68,011
|
|
|
(41,731
|
)
|
|
68,005
|
|
|
(39,813
|
)
|
||||
Other
|
11,982
|
|
|
(11,982
|
)
|
|
11,478
|
|
|
(11,478
|
)
|
In thousands
|
|
||
Balance at Dec. 27, 2015:
|
|
||
Goodwill
|
$
|
7,297,752
|
|
Accumulated impairment losses
|
(6,722,067
|
)
|
|
Net balance at Dec. 27, 2015
|
575,685
|
|
|
Activity during the period:
|
|
||
Acquisitions and adjustments (see Note 2)
|
1,868
|
|
|
Foreign currency exchange rate changes
|
(10,003
|
)
|
|
Total
|
(8,135
|
)
|
|
Balance at Mar. 27, 2016:
|
|
||
Goodwill
|
7,176,814
|
|
|
Accumulated impairment losses
|
(6,609,264
|
)
|
|
Net balance at Mar. 27, 2016
|
$
|
567,550
|
|
In thousands
|
Three months ended
|
||||||
|
Mar. 27, 2016
|
|
Mar. 29, 2015
|
||||
Service cost-benefits earned during the period
|
$
|
63
|
|
|
$
|
98
|
|
Interest cost on net benefit obligation
|
987
|
|
|
983
|
|
||
Amortization of prior service credit
|
(1,250
|
)
|
|
(2,457
|
)
|
||
Amortization of actuarial loss
|
250
|
|
|
393
|
|
||
Net periodic postretirement benefit credit
|
$
|
50
|
|
|
$
|
(983
|
)
|
In thousands
|
|
||
Balance at Dec. 27, 2015
|
$
|
1,058,576
|
|
Comprehensive income:
|
|
||
Net income
|
31,292
|
|
|
Other comprehensive income
|
4,174
|
|
|
Total comprehensive income
|
35,466
|
|
|
Dividends declared
|
(18,639
|
)
|
|
Stock-based compensation
|
5,145
|
|
|
Other activity
|
1,746
|
|
|
Balance at Mar. 27, 2016
|
$
|
1,082,294
|
|
|
|
||
Balance at Dec. 28, 2014
|
$
|
937,472
|
|
Comprehensive income:
|
|
||
Net income
|
33,247
|
|
|
Other comprehensive income
|
3,019
|
|
|
Total comprehensive income
|
36,266
|
|
|
Transactions with our former parent, net
|
(74,783
|
)
|
|
Balance at Mar. 29, 2015
|
$
|
898,955
|
|
In thousands
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance at Dec. 27, 2015
|
$
|
(1,058,234
|
)
|
|
$
|
384,810
|
|
|
$
|
(673,424
|
)
|
Other comprehensive income (loss) before reclassifications
|
17,047
|
|
|
(23,049
|
)
|
|
(6,002
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
10,176
|
|
|
—
|
|
|
10,176
|
|
|||
Other comprehensive income (loss)
|
27,223
|
|
|
(23,049
|
)
|
|
4,174
|
|
|||
Balance at Mar. 27, 2016
|
$
|
(1,031,011
|
)
|
|
$
|
361,761
|
|
|
$
|
(669,250
|
)
|
|
|
|
|
|
|
||||||
Balance at Dec. 28, 2014
|
$
|
(1,082,312
|
)
|
|
$
|
404,200
|
|
|
$
|
(678,112
|
)
|
Other comprehensive income (loss) before reclassifications
|
14,831
|
|
|
(20,493
|
)
|
|
(5,662
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
8,681
|
|
|
—
|
|
|
8,681
|
|
|||
Other comprehensive income (loss)
|
23,512
|
|
|
(20,493
|
)
|
|
3,019
|
|
|||
Balance at Mar. 29, 2015
|
$
|
(1,058,800
|
)
|
|
$
|
383,707
|
|
|
$
|
(675,093
|
)
|
In thousands
|
Three months ended
|
||||||
|
Mar. 27, 2016
|
|
Mar. 29, 2015
|
||||
Amortization of prior service credit, net
|
$
|
394
|
|
|
$
|
(723
|
)
|
Amortization of actuarial loss
|
15,412
|
|
|
14,220
|
|
||
Total reclassifications, before tax
|
15,806
|
|
|
13,497
|
|
||
Income tax effect
|
(5,630
|
)
|
|
(4,816
|
)
|
||
Total reclassifications, net of tax
|
$
|
10,176
|
|
|
$
|
8,681
|
|
In thousands, except per share data
|
Three months ended
|
||||||
|
Mar. 27, 2016
|
|
Mar. 29, 2015
|
||||
Net income
|
$
|
31,292
|
|
|
$
|
33,247
|
|
|
|
|
|
||||
Weighted average number of shares outstanding - basic
|
116,311
|
|
|
114,959
|
|
||
Effect of dilutive securities
|
|
|
|
||||
Restricted stock units
|
1,224
|
|
|
—
|
|
||
Performance share units
|
860
|
|
|
—
|
|
||
Stock options
|
261
|
|
|
—
|
|
||
Weighted average number of shares outstanding - diluted
|
118,656
|
|
|
114,959
|
|
||
|
|
|
|
||||
Earnings per share - basic
|
$
|
0.27
|
|
|
$
|
0.29
|
|
Earnings per share - diluted
|
$
|
0.26
|
|
|
$
|
0.29
|
|
|
Three months ended
|
||
In thousands
|
Mar. 29, 2015
|
||
Corporate allocations
(a)
|
$
|
12,633
|
|
Occupancy
(b)
|
1,415
|
|
|
Depreciation
(c)
|
1,859
|
|
|
Other support costs
(d)
|
3,658
|
|
|
Cost recoveries
(e)
|
(2,651
|
)
|
|
Total
|
$
|
16,914
|
|
•
|
Acquisition of Texas-New Mexico Newspaper Partnership (“TNP”) and Romanes Media Group (“RMG”)
-
|
•
|
Facility Consolidation and Asset Impairment Charges
- We evaluated the carrying values of property, plant and equipment at certain sites because of facility consolidation efforts. We revised the useful lives of certain assets to reflect the use of those assets over a shortened period as a result. We recorded pre-tax charges for facility consolidations and asset impairments of
$0.5 million
and
$1.5 million
in the first quarter of 2016 and 2015, respectively.
|
•
|
Severance-related Expenses
– We initiated various cost reducing actions that are severance-related.
|
•
|
New Digital Agreements
– Beginning in the third quarter of 2015 and in conjunction with the execution of new agreements with businesses owned by our former parent following the separation (principally Cars.com and CareerBuilder), we began reporting wholesale fees associated with sales of certain third party digital advertising products and services on a net basis, as a reduction of the associated digital advertising revenues, rather than in operating expenses, in our Consolidated and Combined Statements of Income. There is no impact on operating income, operating cash flows, net income or earnings per share. For the first quarter of 2016, revenue comparisons to the same period in the prior year were negatively impacted by $14.6 million.
|
•
|
Foreign Currency
– Our U.K. publishing operations are conducted through our Newsquest subsidiary. Our U.K. earnings are translated at the average British pound-to-U.S. dollar exchange rate. Therefore, a strengthening in that exchange rate will improve our U.K. revenue and earnings contributions to consolidated results. A weakening of that exchange rate (i.e., a stronger U.S. dollar) will have a negative impact. Results for the first quarter of 2016 were translated from the British pound to U.S. dollars at an average rate of 1.43 compared to 1.52 for the comparable period last year. This 6% decline in the exchange rate unfavorably impacted 2016 revenue comparisons by approximately
$5.4 million
.
|
In thousands
|
Year-to-Date
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|||||
Operating revenues:
|
|
|
|
|
|
|||||
Advertising
|
$
|
351,221
|
|
|
$
|
397,266
|
|
|
(12
|
%)
|
Circulation
|
262,703
|
|
|
271,258
|
|
|
(3
|
%)
|
||
Other
|
45,444
|
|
|
48,836
|
|
|
(7
|
%)
|
||
Total operating revenues
|
659,368
|
|
|
717,360
|
|
|
(8
|
%)
|
||
Operating expenses:
|
|
|
|
|
|
|||||
Operating expenses
|
586,088
|
|
|
658,173
|
|
|
(11
|
%)
|
||
Depreciation
|
23,959
|
|
|
24,428
|
|
|
(2
|
%)
|
||
Amortization
|
1,318
|
|
|
3,399
|
|
|
(61
|
%)
|
||
Facility consolidation and asset impairment charges
|
544
|
|
|
1,549
|
|
|
(65
|
%)
|
||
Total operating expenses
|
611,909
|
|
|
687,549
|
|
|
(11
|
%)
|
||
Operating income
|
47,459
|
|
|
29,811
|
|
|
59
|
%
|
||
Non-operating (expense) income, net
|
(3,082
|
)
|
|
4,849
|
|
|
***
|
|
||
Provision for income taxes
|
13,085
|
|
|
1,413
|
|
|
***
|
|
||
Net income
|
$
|
31,292
|
|
|
$
|
33,247
|
|
|
(6
|
%)
|
In thousands
|
Year-to-date
|
||||||
|
2016
|
|
2015
|
||||
Net cash flow from operating activities
|
$
|
14,036
|
|
|
$
|
77,753
|
|
Net cash flow from (used for) investing activities
|
(9,648
|
)
|
|
4,880
|
|
||
Net cash flow used for financing activities
|
(9,558
|
)
|
|
(80,647
|
)
|
||
Effect of currency exchange rate change
|
(654
|
)
|
|
(393
|
)
|
||
Net increase (decrease) in cash
|
$
|
(5,824
|
)
|
|
$
|
1,593
|
|
In thousands
|
Year-to-Date
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|||||
Net income (GAAP basis)
|
$
|
31,292
|
|
|
$
|
33,247
|
|
|
(6
|
%)
|
Provision for income taxes
|
13,085
|
|
|
1,413
|
|
|
***
|
|
||
Equity income in unconsolidated investees, net
|
(1,141
|
)
|
|
(6,307
|
)
|
|
(82
|
%)
|
||
Other non-operating items, net
|
4,223
|
|
|
1,458
|
|
|
***
|
|
||
Operating income (GAAP basis)
|
47,459
|
|
|
29,811
|
|
|
59
|
%
|
||
Early retirement program
|
1,079
|
|
|
—
|
|
|
***
|
|
||
Severance related charges
|
2,617
|
|
|
11,945
|
|
|
(78
|
%)
|
||
Acquisition related expenses
|
1,851
|
|
|
—
|
|
|
***
|
|
||
Other transformation items
|
(656
|
)
|
|
1,549
|
|
|
***
|
|
||
Adjusted operating income (non-GAAP basis)
|
52,350
|
|
|
43,305
|
|
|
21
|
%
|
||
Depreciation
|
23,959
|
|
|
24,428
|
|
|
(2
|
%)
|
||
Amortization
|
1,318
|
|
|
3,399
|
|
|
(61
|
%)
|
||
Adjusted EBITDA (non-GAAP basis)
|
$
|
77,627
|
|
|
$
|
71,132
|
|
|
9
|
%
|
In thousands, except per share data
|
Year-to-Date
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|||||
Early retirement program
|
$
|
1,079
|
|
|
$
|
—
|
|
|
***
|
|
Severance-related charges
|
2,617
|
|
|
11,945
|
|
|
(78
|
%)
|
||
Acquisition related expenses
|
1,851
|
|
|
—
|
|
|
***
|
|
||
Other transformation items
|
(593
|
)
|
|
1,549
|
|
|
***
|
|
||
Pre-tax impact
|
4,954
|
|
|
13,494
|
|
|
(63
|
%)
|
||
Income tax impact of above items
|
(1,793
|
)
|
|
(4,739
|
)
|
|
(62
|
%)
|
||
Impact of items affecting comparability on net income
|
$
|
3,161
|
|
|
$
|
8,755
|
|
|
(64
|
%)
|
|
|
|
|
|
|
|||||
Net income (GAAP basis)
|
$
|
31,292
|
|
|
$
|
33,247
|
|
|
(6
|
%)
|
Impact of items affecting comparability on net income
|
3,161
|
|
|
8,755
|
|
|
(64
|
%)
|
||
Adjusted net income (non-GAAP basis)
|
$
|
34,453
|
|
|
$
|
42,002
|
|
|
(18
|
%)
|
|
|
|
|
|
|
|||||
Earnings per share - diluted (GAAP basis)
|
$
|
0.26
|
|
|
$
|
0.29
|
|
|
(10
|
%)
|
Impact of items affecting comparability on net income
|
0.03
|
|
|
0.08
|
|
|
(63
|
%)
|
||
Adjusted earnings per share - diluted (non-GAAP basis)
|
$
|
0.29
|
|
|
$
|
0.37
|
|
|
(22
|
%)
|
Diluted weighted average number of common shares outstanding
|
118,656
|
|
|
114,959
|
|
|
3
|
%
|
In thousands
|
Year-to-Date
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|||||
Net cash flow from operating activities (GAAP basis)
|
$
|
14,036
|
|
|
$
|
77,753
|
|
|
(82
|
%)
|
Capital expenditures
|
(10,153
|
)
|
|
(6,658
|
)
|
|
52
|
%
|
||
Free cash flow (non-GAAP basis)
|
$
|
3,883
|
|
|
$
|
71,095
|
|
|
(95
|
%)
|
•
|
competitive pressures in the markets in which we operate;
|
•
|
increased consolidation among major retailers or other events which may adversely affect business operations of major customers and depress the level of local and national advertising;
|
•
|
macroeconomic trends and conditions;
|
•
|
economic downturns leading to a continuing or accelerated decrease in circulation or local, national or classified advertising;
|
•
|
potential disruption or interruption of our operations due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber security attacks;
|
•
|
an accelerated decline in general print readership and/or advertiser patterns as a result of competitive alternative media or other factors;
|
•
|
our inability to adapt to technological changes or grow our online business;
|
•
|
an increase in newsprint costs over the levels anticipated;
|
•
|
labor relations, including, but not limited to, labor disputes which may cause revenue declines or increased labor costs;
|
•
|
risks and uncertainties related to our ability to successfully integrate JMG’s operations and employees with our existing business;
|
•
|
our ability to identify and complete future acquisitions on favorable terms and to realize benefits or synergies from acquisitions of new businesses or dispositions of existing businesses or to operate businesses effectively following acquisitions or divestitures;
|
•
|
our ability to attract and retain key employees;
|
•
|
rapid technological changes and frequent new product introductions prevalent in electronic publishing and online business;
|
•
|
an increase in interest rates;
|
•
|
a weakening in the British pound to U.S. dollar exchange rate;
|
•
|
volatility in financial and credit markets, which could affect our ability to raise funds through debt or equity issuances and otherwise affect our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms;
|
•
|
changes in the regulatory environment, which could encumber or impede our efforts to improve operating results or the value of assets;
|
•
|
unfavorable credit rating actions, which could affect the availability and cost of future financing;
|
•
|
adverse outcomes in proceedings with governmental authorities or administrative agencies;
|
•
|
an other than temporary decline in operating results and enterprise value that could lead to non-cash goodwill, other intangible asset, investment or property, plant and equipment impairment charges;
|
•
|
our dependence on our former parent and other third parties to perform important services for us following the separation;
|
•
|
our inability to engage in certain actions that could cause the separation from our former parent to fail to qualify as a tax free reorganization;
|
•
|
any failure to realize expected benefits from, or the possibility that we may be required to incur unexpected costs as a result of, the separation; and
|
•
|
other uncertainties relating to general economic, political, business, industry, regulatory and market conditions.
|
Date: May 4, 2016
|
GANNETT CO., INC.
|
|
|
|
/s/ Alison K. Engel
|
|
Alison K. Engel
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
(on behalf of Registrant and as Principal Financial Officer)
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
3-1
|
|
Amended and Restated Bylaws of the Company
|
|
Incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed by the Company with the SEC on February 24, 2016.
|
|
|
|
|
|
31-1
|
|
Rule 13a-14(a) Certification of CEO
|
|
Attached.
|
|
|
|
|
|
31-2
|
|
Rule 13a-14(a) Certification of CFO
|
|
Attached.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification of CEO
|
|
Attached.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification of CFO
|
|
Attached.
|
|
|
|
|
|
101
|
|
The following financial information from Gannett Co., Inc. Quarterly Report on Form 10-Q for the quarter ended March 27, 2016, formatted in XBRL includes: (i) Unaudited Condensed Consolidated Balance Sheets at March 27, 2016 and December 27, 2015, (ii) Unaudited Condensed Consolidated and Combined Statements of Income for the fiscal quarters ended March 27, 2016 and March 29, 2015, (iii) Unaudited Condensed Consolidated and Combined Statements of Comprehensive Income for the fiscal quarters ended March 27, 2016 and March 29, 2015, (iv) Unaudited Condensed Consolidated and Combined Cash Flow Statements for the fiscal quarters ended March 27, 2016 and March 29, 2015, and (v) Unaudited Notes to Condensed Consolidated and Combined Financial Statements
|
|
Attached.
|
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