NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 1 — Basis of presentation and summary of significant accounting policies
Description of business:
Gannett Co., Inc. (“Gannett,” “our,” “us” and “we”) is a leading international, multi-platform news and information company that delivers high-quality, trusted content where and when consumers want to engage with it on virtually any device or platform. As of March 27, 2016, our operations comprise
112
daily publications and related digital platforms in the U.S. and the U.K., more than
400
non-daily local publications in the U.S. and more than
150
such titles in the U.K. Our
93
U.S. daily publications include USA TODAY.
Separation from former parent:
On June 29, 2015, the separation of Gannett from our former parent, TEGNA, Inc., was completed pursuant to a Separation and Distribution Agreement (the “Separation Agreement”) dated June 26, 2015. On the distribution date of June 29, 2015, our former parent completed the pro rata distribution to its stockholders of
98.5%
of the outstanding shares of Gannett common stock (also referred to herein as the “spin-off” or “separation”), and Gannett common stock began trading “regular way” on the New York Stock Exchange. Each holder of our former parent’s common stock received one share of Gannett common stock for every two shares of our former parent’s common stock held on June 22, 2015, the record date for the distribution. Following the distribution, our former parent owns
1.5%
of Gannett’s outstanding common stock and our former parent will continue to own our shares for a period of time not to exceed
five
years after the distribution. Our former parent structured the distribution to be tax free to its U.S. stockholders for U.S. federal income tax purposes.
Basis of presentation:
Our accompanying unaudited condensed consolidated and combined financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the instructions for Form 10-Q and, therefore, do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. These unaudited condensed consolidated and combined financial statements should be read in conjunction with the combined financial statements and combined notes thereto included in our annual report on Form 10-K for fiscal year 2015 (“2015 Annual Report on Form 10-K”). In our opinion, the financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of results for the interim periods presented. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. All intercompany accounts have been eliminated in consolidation.
Prior to the spin-off, we did not prepare separate financial statements. The accompanying unaudited condensed consolidated and combined financial statements for periods prior to the spin-off were derived from the condensed consolidated financial statements and accounting records of our former parent and present our combined financial position, results of operations and cash flows as of and for the periods presented as if we were a separate entity.
Through the date of the spin-off, in preparing these unaudited condensed consolidated and combined financial statements, management has made certain assumptions or implemented methodologies to allocate various expenses from our former parent to us and from us back to our former parent in the form of cost recoveries. These allocations represent services provided between the two entities and are more fully detailed in
Note 13 — Relationship with our former parent
. All such costs and expenses are assumed to be settled with our former parent through “Former parent’s investment, net” in the period in which the costs were incurred. Current income taxes are also assumed to be settled with our former parent through “Former parent’s investment, net” and settlement is deemed to occur in the year following recognition in the current income tax provision. We believe the assumptions and methodologies used in these allocations are reasonable; however, such allocated costs, net of cost recoveries, may not be indicative of the actual level of expense that would have been incurred had we been operating on a stand-alone basis, and, accordingly, may not necessarily reflect our combined financial position, results of operations and cash flows had we operated as a stand-alone entity during the periods presented.
Subsequent to the spin-off, our financial statements are presented on a consolidated basis as we became a separate consolidated entity.
Use of estimates:
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated and combined financial statements and footnotes thereto. Actual results could differ from those estimates. Significant estimates inherent in the preparation of such financial statements include accounting for asset impairments, reserves established for doubtful accounts, equity-based compensation, depreciation and amortization, business combinations, income taxes, litigation matters and contingencies.
Business combinations:
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.
Critical estimates in valuing certain identifiable assets include but are not limited to expected long-term revenues, future expected operating expenses, cost of capital and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Revenue recognition:
Our revenues include amounts charged to customers for space purchased in our newspapers, digital ads placed on our digital platforms, advertising and marketing service fees, online subscription, advertising products and commercial printing.
|
|
•
|
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.
|
We have various advertising and circulation agreements which have both print and digital deliverables. Revenue from sales agreements that contain multiple deliverable elements is allocated to each element based on the relative best estimate of selling price. Elements are treated as separate units of accounting if there is standalone value upon delivery.
Amounts received from customers in advance of revenue recognition are deferred as liabilities.
Recent accounting standards:
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,
which provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for a cloud computing arrangement as a service contract. ASU 2015-05 is effective for annual and interim periods beginning after December 15, 2015.
We have adopted the provisions of ASU 2015-05 and the impact was not material to our consolidated financial results.
In July 2015, the FASB delayed the effective date for ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”). The core principle contemplated by ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. We are required to adopt the standard in the first quarter of 2018 and retroactively apply it to our 2016 and 2017 financial results at the time of adoption. Under the new rules, we are permitted to adopt the new standard in 2017. We can also choose to apply the standard using either the full retrospective approach or a modified retrospective approach, which recognizes a cumulative catch up adjustment to the opening balance of retained earnings. We have not yet selected a transition method and we are currently evaluating the effect that the updated guidance will have on our consolidated financial results and related disclosures.
In July 2015, the FASB issued ASU 2015-11, Inventory (“Topic 330”): “Simplifying the Measurement of Inventory,” which requires entities using the first-in, first-out (“FIFO”) inventory costing method to subsequently value inventory at the lower of cost and net realizable value. Topic 330 defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Topic 330 is effective for fiscal
years and interim periods within those years beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the provisions of Topic 330 and assessing the impact on our consolidated financial results.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (“Topic 805”): “Simplifying the Accounting for Measurement-Period Adjustments,” which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under Topic 805, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We have adopted the provisions of Topic 805 and the impact was not material to our consolidated financial results.
In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which modifies lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. This guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the provisions of Topic 842 and assessing the impact on our consolidated financial results.
In March 2016, the FASB issued ASU 2016-09, Stock Compensation, which simplifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the provisions of ASU 2016-09 and assessing the impact on our consolidated financial results.
NOTE 2 — Acquisitions and dispositions
Texas-New Mexico Partnership:
On June 1, 2015, we completed the acquisition of the remaining
59.4%
interest in the Texas-New Mexico Partnership (“TNP”) that we did not own from Digital First Media. We completed the acquisition through the assignment of our
19.5%
interest in the California Newspapers Partnership (“CNP”), valued at
$34.4 million
, additional cash consideration, net of cash acquired, of
$5.2 million
, and
$1.9 million
in deferred consideration. As a result, we own
100%
of TNP and no longer have any ownership interest or continuing involvement in CNP. Through the transaction, we acquired news organizations in Texas (
El Paso Times
), New Mexico (
Alamogordo Daily News
;
Carlsbad Current-Argus
;
The Daily Times
in Farmington;
Deming Headlight
;
Las Cruces Sun-News
; and
Silver City Sun-News
) and Pennsylvania (
Chambersburg Public Opinion; Hanover Evening Sun; Lebanon Daily News;
and
The York Daily Record
).
The purchase price was allocated to the tangible assets and identified intangible assets acquired based on their estimated fair values. The allocation of the purchase price is based upon management’s preliminary estimates as the pre-acquisition partnership tax returns have not been finalized. As of the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is summarized as follows:
|
|
|
|
|
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
|
|
On the acquisition date, the fair value of our
40.6%
interest in TNP was
$26.6 million
and the fair value of our
19.5%
interest in the California Newspapers Partnership (“CNP”) was
$34.4 million
. The pre-acquisition carrying value of TNP and CNP was
$39.2 million
. We recognized a
$21.8 million
pre-tax non-cash gain on the transaction in the second quarter of 2015.
Acquired property, plant and equipment will be depreciated on a straight-line basis over the assets’ respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. We expect the purchase price allocated to goodwill and mastheads will be deductible for tax purposes.
Romanes Media Group:
On May 26, 2015, Newsquest paid
$23.4 million
, net of cash acquired, to purchase
100%
of the shares of Romanes Media Group (“RMG”). RMG publishes local newspapers in Scotland, Berkshire and Northern Ireland and its portfolio comprises
one
daily newspaper,
28
weekly newspapers and their associated websites.
NOTE 3 — Restructuring activities
Severance-related expenses:
We have initiated various cost reducing actions that are severance-related.
In second quarter of 2015, we had an Early Retirement Opportunity Program (“EROP”) for our USA TODAY employees. Since its announcement, we have recorded severance-related expenses of
$7.8 million
in accordance with Accounting Standards Codification (“ASC”) Topic 712. Related to this action, there was
no
expense recorded in 2016 and there was
no
expense recorded for the three months ended March 29, 2015.
In August 2015, we announced an EROP for employees in certain corporate departments and publishing sites. Since its announcement, we have recorded severance-related expenses of
$35.4 million
in accordance with ASC Topic 712. Related to this action, there was
$1.1 million
of additional expense recorded in 2016 and there was
no
expense recorded for the three months ended March 29, 2015.
We also had other employee termination actions associated with our facility consolidation and other cost efficiency efforts, including various one-time termination actions and terminations related to an ongoing severance plan. We recorded severance-related expenses of
$2.6 million
and
$11.9 million
for the three months ended March 27, 2016 and March 29, 2015, respectively, related to these actions.
We recorded
$3.0 million
in costs of sales and operating expenses and
$0.7 million
in selling, general and administrative expenses during the three months ended March 27, 2016 related to our employee termination actions. We recorded
$9.6 million
in costs of sales and operating expenses and
$2.3 million
in selling, general and administrative expenses during the three months ended March 29, 2015, respectively, related to such actions.
A summary of our liabilities related to employee termination actions is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Facility consolidation and impairment charges:
We evaluated and revised the carrying values and useful lives of property, plant and equipment at certain sites to reflect the use of those assets over a shortened period because of facility consolidation efforts. Certain assets classified as held-for-sale according to ASC Topic 360 resulted in us recognizing non-cash charges in both
2016
and
2015
as we reduced the carrying values to equal the fair value less cost to dispose. The fair values were based on the estimated prices of similar assets. We recorded pre-tax charges for facility consolidations and asset impairments of
$0.5 million
and
$1.5 million
for the
three months ended March 27, 2016
and
March 29, 2015
, respectively.
NOTE 4 — Goodwill and other intangible assets
The following table displays information on our goodwill, indefinite-lived intangible assets and amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
)
|
Customer relationships include subscriber lists and advertiser relationships and are amortized on a straight-line basis over their useful lives. Other intangibles are primarily amortizable trade names and are amortized on a straight-line basis over their useful lives.
The following table summarizes the changes in our net goodwill balance through March 27, 2016:
|
|
|
|
|
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
|
|
NOTE 5 — Revolving credit facility
On June 29, 2015, we entered into a new
five
-year secured revolving credit facility pursuant to which we may borrow from time to time up to an aggregate principal amount of
$500 million
(“Credit Facility”). Under the Credit Facility, we may borrow at an applicable margin above the Eurodollar base rate (“LIBOR loan”) or the higher of the Prime Rate, the Federal Funds Effective Rate plus
0.50%
, or the one month LIBOR rate plus
1.00%
(“ABR loan”). The applicable margin is determined based on our total leverage ratio but differs between LIBOR loans and ABR loans. For LIBOR-based borrowing, the margin varies from
2.00%
to
2.50%
. For ABR-based borrowing, the margin varies from
1.00%
to
1.50%
.
Customary fees are payable related to the Credit Facility, including commitment fees on the undrawn commitments of between
0.30%
and
0.40%
per annum, payable quarterly in arrears, based on our total leverage ratio. Borrowings under the Credit Facility are guaranteed by our wholly-owned material domestic subsidiaries. All obligations of Gannett and each subsidiary guarantor under the Credit Facility are or will be secured by first priority security interests in our equipment, inventory, accounts receivable, fixtures, general intangibles and other personal property, mortgages on certain material real property and pledges of the capital stock of each subsidiary guarantor.
Under the Credit Facility, we are obligated to not permit our consolidated interest coverage ratio to be less than
3.00
:1.00 and our total leverage ratio to exceed
3.00
:1.00, in each case as of the last day of the test period consisting of the last four fiscal quarters. We were in compliance with these financial covenants as of
March 27, 2016
.
The Credit Facility also contains a number of covenants that, among other things, limit or restrict our ability, subject to certain exceptions described in the Credit Facility, to: (i) permit certain liens on current or future assets; (ii) enter into certain corporate transactions; (iii) incur additional indebtedness; (iv) make certain payments or declare certain dividends or distributions; (v) dispose of certain property; (vi) make certain investments; (vii) prepay or amend the terms of other indebtedness; or (viii) enter into certain transactions with our affiliates. We were in compliance with these covenants as of
March 27, 2016
.
As of
March 27, 2016
, we had
no
outstanding borrowings under the Credit Facility. Up to
$50.0 million
of the Credit Facility is available for issuance of letters of credit. As of
March 27, 2016
, we had
$15.4 million
of letters of credit outstanding and
$484.6 million
of availability remaining.
NOTE 6 — Retirement plans
Defined benefit retirement plans:
We, along with our subsidiaries, have various defined benefit retirement plans, including plans established under collective bargaining agreements. Our principal retirement plan is the Gannett Retirement Plan (“GRP”). The tables below disclose the assets and obligations of the GRP, the Gannett 2015 Supplemental Retirement Plan (“SERP”), the Newsquest Pension Scheme in the U.K. (“Newsquest Plan”) and the Newspaper Guild of Detroit Pension Plan. We use a December 31 measurement date convention for our retirement plans.
The funded status (on a projected benefit obligation basis) of our plans and our allocated portions of former parent-sponsored retirement plans at December 27, 2015 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
|
|
|
|
|
Fair Value of
Plan Assets
|
|
Benefit
Obligation
|
|
Funded
Status
|
GRP
|
$
|
1,755,432
|
|
|
$
|
2,015,000
|
|
|
$
|
(259,568
|
)
|
SERP
(a)
|
—
|
|
|
123,624
|
|
|
(123,624
|
)
|
Newsquest Plan
|
714,010
|
|
|
946,329
|
|
|
(232,319
|
)
|
Newspaper Guild of Detroit Pension Plan
|
89,185
|
|
|
99,842
|
|
|
(10,657
|
)
|
Total
|
$
|
2,558,627
|
|
|
$
|
3,184,795
|
|
|
$
|
(626,168
|
)
|
(a)
The SERP is an unfunded, unsecured liability.
|
Our retirement plan costs include costs for all of our qualified plans and our allocated portions of former parent-sponsored qualified and non-qualified plans and are presented in the following table:
|
|
|
|
|
|
|
|
|
In thousands
|
Three months ended
|
|
Mar. 27, 2016
|
|
Mar. 29, 2015
(a)
|
Service cost-benefits earned during the period
|
$
|
901
|
|
|
$
|
1,101
|
|
Interest cost on benefit obligation
|
32,431
|
|
|
32,675
|
|
Expected return on plan assets
|
(46,480
|
)
|
|
(48,572
|
)
|
Amortization of prior service cost
|
1,644
|
|
|
1,734
|
|
Amortization of actuarial loss
|
15,162
|
|
|
13,827
|
|
Expense (credit) for retirement plans
|
$
|
3,658
|
|
|
$
|
765
|
|
(a) A portion of our current and former employees also participated in pension plans sponsored by our former parent. Retirement benefits obligations and assets pursuant to the former parent-sponsored retirement plans related to our current and former employees were transferred to us at the separation date and, accordingly, were allocated to us in our unaudited condensed combined financial statements for all periods prior to the spin-off. This allocation was done by determining the projected benefit obligation of participants for which the liability was transferred. Subsequent to the spin-off, no further costs were allocated to us.
|
Beginning in 2016, in addition to any other contributions that may be required, we will make contributions of
$25 million
in each of the next five fiscal years ending in 2020 and
$15 million
in 2021 for the GRP. In March 2016, we made our 2016
$25 million
contribution to the GRP.
During the
three months ended March 27, 2016
, we contributed $
8.4 million
(£
5.9 million
) to the Newsquest Plan. We expect to contribute approximately £
5.7 million
to the Newsquest Plan throughout the remainder of
2016
.
Defined contribution plans:
Our U.S. employees participate in Gannett qualified 401(k) savings plans, permitting eligible employees to make voluntary contributions on a pre-tax basis up to
50%
of compensation subject to certain limits. Substantially all of our employees (other than those covered by certain collective bargaining agreements) scheduled to work at least
1,000
hours during each year of employment are eligible to participate. The plans allow participants to invest their savings in various investments. For most participants, the plan’s matching formula is
100%
of the first
5%
of employee contributions. The employer match obligation is settled by buying our stock in the open market and depositing it in the participants’ accounts.
Amounts charged to expense for employer contributions to the 401(k) savings plans totaled
$7.4 million
and
$7.8 million
in the
three months ended March 27, 2016
and March 29, 2015, respectively. These amounts are recorded in “Cost of sales and operating expenses” and “Selling, general and administrative expenses,” as appropriate, in the Unaudited Condensed Consolidated and Combined Statements of Income.
NOTE 7 — Postretirement benefits other than pension
We provide health care and life insurance benefits to certain retired employees who meet age and service requirements. Most of our retirees contribute to the cost of these benefits, and retiree contributions are increased as actual benefit costs increase. The cost of providing retiree health care and life insurance benefits is actuarially determined. Our policy is to fund benefits as claims and premiums are paid.
Our postretirement benefit costs and our allocated portions of former parent-sponsored postretirement plans for health care and life insurance are presented in the following table:
|
|
|
|
|
|
|
|
|
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
|
)
|
Certain of our employees also participated in postretirement benefit plans sponsored by our former parent. Health care and life insurance benefit obligations pursuant to the former parent-sponsored postretirement plans related to our current and former employees were transferred to us at the separation date and, accordingly, have been allocated to us in our unaudited condensed consolidated and combined financial statements for periods prior to the separation date by determining the projected benefit obligation of participants for which the liability was transferred. Subsequent to the separation, no further costs were allocated to us.
NOTE 8 — Income taxes
Our reported effective income tax rate on pre-tax income was
29.5%
for the
three months ended March 27, 2016
, compared to
4.1%
for the
three months ended March 29, 2015
. The tax rate for the
three months ended March 27, 2016
was higher than the comparable rate in
2015
due to a one-time tax benefit from a change in accounting method filed with the IRS to amortize previously non-deductible intangible assets during 2015 and interest expense disallowance in the U.K. in 2016.
The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was approximately $
10.5 million
as of
March 27, 2016
and $
11.3 million
at
December 27, 2015
. The amount of accrued interest and penalties payable related to unrecognized tax benefits was $
3.4 million
as of both
March 27, 2016
and
December 27, 2015
.
It is reasonably possible that the amount of unrecognized benefits with respect to certain of our unrecognized tax positions will increase or decrease within the next 12 months. These changes may be the result of settlement of ongoing audits, lapses of statutes of limitations or other regulatory developments. At this time, we estimate the amount of gross unrecognized tax positions may be reduced by up to approximately $
1.7 million
within the next 12 months primarily due to lapses of statutes of limitations and settlement of ongoing audits in various jurisdictions.
In connection with the spin-off, we entered into a tax matters agreement with our former parent which states each company’s rights and responsibilities with respect to payment of taxes, tax return filings and control of tax examinations. We are generally responsible for taxes allocable to periods (or portions of periods) beginning after the spin-off. Although any
changes with regards to additional income tax liabilities which relate to periods prior to the spin-off may impact our effective tax rate in the future, we may be entitled to seek indemnification for these items from our former parent under the tax matters agreement.
NOTE 9 — Supplemental equity information
The following table summarizes equity account activity for the
three months ended March 27, 2016
and
March 29, 2015
:
|
|
|
|
|
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
|
|
The following table summarizes the components of, and the changes in, “Accumulated other comprehensive loss” (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
)
|
Accumulated other comprehensive loss components are included in computing net periodic postretirement costs (for more detail, see
Note 6 — Retirement plans
and
Note 7 — Postretirement benefits other than pension
). Reclassifications out of accumulated other comprehensive loss related to these postretirement plans include the following:
|
|
|
|
|
|
|
|
|
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
|
|
NOTE 10 — Fair value measurement
We measure and record in the accompanying unaudited condensed consolidated and combined financial statements certain assets and liabilities at fair value. ASC Topic 820, Fair Value Measurement, establishes a hierarchy for those instruments measured at fair value that distinguishes between market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels:
Level 1 - Quoted market prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3 - Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use.
As of
March 27, 2016
and
December 27, 2015
, assets held at fair value measured on a recurring basis primarily consist of pension plan assets.
We also have certain assets that require fair value measurement on a non-recurring basis. Our assets that are measured on a nonrecurring basis are assets held for sale, which are classified as Level 3 assets, that are evaluated by using executed purchase agreements or third party valuation experts when certain circumstances arise. Assets held for sale total $
9.7 million
as of
March 27, 2016
and
$12.3 million
as of
December 27, 2015
.
NOTE 11 — Commitments, contingencies and other matters
Telephone Consumer Protection Act (“TCPA”) litigation:
On January 2, 2014, a class action lawsuit was filed against Gannett in the U.S. District Court for the District of New Jersey (Casagrand et al v. Gannett Co., Inc., et al). The suit claims various violations of the TCPA arising from allegedly improper telemarketing calls made to consumers by one of our vendors. The plaintiffs seek to certify a class that would include all telemarketing calls made by the vendor or us. The TCPA provides for statutory damages of
$500
per violation (
$1,500
for willful violations). In April 2016, we agreed to settlements in principle with each of the named plaintiffs. The settlements are reflected net of insurance recoveries in our financial statements as of March 27, 2016 and were not material to our results of operations, financial position and cash flows.
Environmental contingency:
In March 2011, the Advertiser Company, a subsidiary that publishes the Montgomery Advertiser, was notified by the U.S. EPA that it had been identified as a potentially responsible party (“PRP”) for the investigation and remediation of groundwater contamination in downtown Montgomery, Alabama. The Advertiser is a member of the Downtown Environmental Alliance, which has agreed to jointly fund and conduct all required investigation and remediation. The U.S. EPA has approved the work plan for the investigation and remediation, and has transferred responsibility for oversight of this work to the Alabama Department of Environmental Management. The investigation and remediation are underway. In the third quarter of 2015, the Advertiser and other members of the Downtown Environmental Alliance also reached a settlement with the U.S. EPA regarding the costs that the U.S. EPA spent to investigate the site. The Advertiser’s final costs cannot be determined until the cleanup work is completed and contributions from other PRPs are finalized.
Other litigation:
We are defendants in judicial and administrative proceedings involving matters incidental to our business. While the ultimate results of these proceedings cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on our consolidated results of operations, financial position or cash flows.
NOTE 12 — Earnings per share
Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under equity-based compensation plans except where the inclusion of such shares would have an anti-dilutive impact.
On June 29, 2015, our former parent distributed
98.5%
of our total shares outstanding and retained the remaining
1.5%
. The total number of shares outstanding at that date, which was approximately
115
million, was used for the calculation of both basic and diluted earnings per share for the
three months ended March 29, 2015
.
Our board of directors previously announced a share repurchase program authorizing us to repurchase shares with an aggregate value of up to
$150 million
over a
three
-year period. Shares may be repurchased at management’s discretion, either in the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on a number of factors, including share price and other corporate liquidity requirements. We expect that share repurchases may occur from time to time over the
three
years. As of
March 27, 2016
,
no
shares have been repurchased under this program.
For the
three months ended March 27, 2016
and
March 29, 2015
, basic and diluted earnings per share were as follows:
|
|
|
|
|
|
|
|
|
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
|
|
The impact of antidilutive equity awards that were excluded from the computation of diluted earnings per share for the
three months ended March 27, 2016
was not material.
On February 23, 2016, we declared a dividend of
$0.16
per share that was paid on April 1, 2016 to shareholders of record as of the close of business on March 11, 2016.
NOTE 13 — Relationship with our former parent
Subsequent to the spin-off
Transition services agreement:
In connection with the spin-off, we entered into a transition services agreement with our former parent, pursuant to which we and our former parent will provide to each other certain specified services on a transitional basis, including various information technology, financial and administrative services. The charges for the transition services generally are expected to allow the providing entity to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service plus, in some cases, the allocated indirect costs of providing the services, generally without profit. Subsequent to separation, we provided certain IT, payroll and other services to our former parent in the amount of
$2.7 million
for the
three months ended
March 27, 2016
. Our former parent provided certain services to us in the amount of
$1.8 million
for the
three months ended
March 27, 2016
.
The transition services agreement will terminate on the expiration of the term of the last service provided under it, not later than
24 months
following the distribution date. The recipient for a particular service generally can terminate that service prior to the scheduled expiration date, subject generally to a minimum service period of
90 days
and minimum notice period of
30 days
. Due to the interdependencies between some services, certain services may be extended or terminated early only if other services are coterminous.
Employee matters agreement:
In connection with the spin-off, we entered into an employee matters agreement with our former parent prior to the separation to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefit plans and programs and other related matters. The employee matters agreement governs certain compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each company. For more detail, see
Note 6 — Retirement plans
and
Note 7 — Postretirement benefits other than pension
.
Revenue and other transactions entered into in the ordinary course of business:
Certain of our revenue arrangements relate to contracts entered into in the ordinary course of business with former parent and its affiliates, principally Cars.com, CareerBuilder and G/O Digital.
Prior to the spin-off
The following is a discussion of our relationship with our former parent prior to the spin-off, including the services provided by both parties and how transactions with our former parent and its affiliates through June 28, 2015 were accounted for in the unaudited condensed consolidated and combined financial statements.
Intercompany Transactions:
All significant intercompany transactions between either (i) us and our former parent or (ii) us and our former parent’s affiliates have been included within the unaudited condensed combined financial statements and are considered to be effectively settled through equity contributions or distributions at the time the transactions were recorded.
Centralized cash management:
Prior to the spin-off, our former parent utilized a centralized approach to cash management and the financing of its operations, providing funds to its entities as needed. These transactions were recorded in “Former parent’s investment, net” when advanced and were reflected in the Unaudited Condensed Combined Statement of Cash Flows as financing activities. Accordingly, none of our former parent’s cash and cash equivalents were assigned to us in the unaudited condensed combined financial statements. “Cash and cash equivalents” prior to the spin-off represent cash held by us.
Support services provided and other amounts with our former parent and former parent’s affiliates:
Prior to the spin-off, we received allocated charges from our former parent and its affiliates for certain corporate support services, which are recorded within “Selling, general and administrative expense” in our Unaudited Condensed Combined Statement of Income, net of cost recoveries reflecting services provided by us and allocated to our former parent. Management believes that the bases used for the allocations are reasonable and reflect the portion of such costs, net of cost recoveries, attributable to our operations; however, the amounts may not be representative of the costs necessary for us to operate as a separate stand-alone company.
These allocated costs, net of cost recoveries, are summarized in the following table:
|
|
|
|
|
|
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
|
|
(a) The corporate allocations related to support we received from our former parent and its affiliates for certain corporate activities include: (i) corporate general and administrative expenses, (ii) marketing services, (iii) investor relations, (iv) legal, (v) human resources, (vi) internal audit, (vii) financial reporting, (viii) tax, (ix) treasury, (x) information technology, (xi) production services, (xii) travel services and (xiii) other former parent corporate and infrastructure costs. For these services, we recorded an allocation of a management fee based on actual costs incurred by our former parent and its affiliates. This was allocated to us based upon our revenue as a percentage of total former parent revenue in each fiscal period.
(b) Occupancy costs relate to certain facilities owned and/or leased by our former parent and its affiliates that were utilized by our employees and principally relate to shared corporate office space. These costs were charged to us primarily based on actual square footage utilized or our revenue as a percentage of
total former parent revenue in each fiscal period. Occupancy costs include facility rent, repairs and maintenance, security and other occupancy-related costs incurred to manage the properties.
(c) Depreciation expense was allocated by our former parent and its affiliates for certain assets. These assets primarily relate to facilities and IT equipment that are utilized by our former parent and us to operate our businesses. These assets have not been included in our Unaudited Condensed Combined Balance Sheets. Depreciation expense was allocated primarily based on our revenue as a percentage of total former parent revenue or our utilization of these assets.
(d) Other support costs related to charges to us from our former parent and its affiliates include certain insurance costs and our allocated portions of share-based compensation costs and net periodic pension costs relating to the SERP for employees of our former parent. Such costs were allocated based on actual costs incurred or our revenue as a percentage of total former parent revenue.
(e) Cost recoveries reflect costs recovered from our former parent and its affiliates for functions provided by us, such as functions that serve our former parent’s digital and broadcasting platforms for content optimization and financial transaction processing at shared service centers. Such costs were primarily allocated based on our revenue as a percentage of total former parent revenue or based upon transactional volume in each fiscal year.
NOTE 14 — Subsequent events
Journal Media Group Acquisition:
On April 8, 2016, we completed the acquisition of Journal Media Group, Inc. (“JMG”) for approximately
$260 million
, net of cash acquired. We financed the transaction by borrowing
$250 million
under our
$500 million
Credit Facility as well as with available cash.
JMG is a media company with print and digital publishing operations serving
15
U.S. markets in
9
states, including the
Milwaukee Journal Sentinel,
the
Knoxville News Sentinel,
and
The Commercial Appeal
in Memphis
.
The acquisition also enables the combined company to realize significant operating efficiencies.
It is not practicable to disclose the preliminary purchase price allocation or consolidated pro forma financial information for this transaction given the short period of time between the respective acquisition date and the issuance of this report.
Tribune Publishing Company Offer:
On April 25, 2016, we publicly announced that we made an offer to acquire all of the outstanding shares of common stock of Tribune Publishing Company (“Tribune”) for
$12.25
in cash per Tribune share in a transaction valued at approximately
$815 million
, including assumed debt. At the present time, we are not able to determine if or when this proposed acquisition will be consummated.