XML 60 R18.htm IDEA: XBRL DOCUMENT v3.20.1
Supplemental equity information
3 Months Ended
Mar. 31, 2020
Shareholders' Equity and Share-based Payments [Abstract]  
Supplemental equity information
NOTE 11 — Supplemental equity information

Earnings (loss) per share

The following table sets forth the computation of basic and diluted earnings (loss) per share:

in thousands, except share data
Three months ended March 31,
 
2020
 
2019
Net income (loss) attributable to Gannett
$
(80,152
)
 
$
(9,106
)
 
 
 
 
Basic weighted average shares outstanding
130,568

 
59,965

Diluted weighted average shares outstanding
130,568

 
59,965



The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive:
 
Three months ended March 31,
in thousands, except share data
2020
 
2019
Stock warrants
1,362

 
1,362

Stock options
6,068

 
2,905

Restricted stock grants
9,494

 
501



Share repurchase program

On May 17, 2017, the Board of Directors authorized the repurchase of up to $100.0 million of the Company's common stock ("Share Repurchase Program") over the next twelve months. The Board of Directors has authorized extensions of the Share Repurchase Program through May 19, 2020. Under the Share Repurchase Program, the Company may purchase its shares from time to time in the open market or in privately negotiated transactions, subject to restrictions in our credit facility. No shares were repurchased under the program during the three months ended March 31, 2020.

Manager stock options

Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 652,311 remaining options granted to the Company's manager, FIG LLC (the "Manager") in 2014 were equitably adjusted during the three months ended March 31, 2019 from $12.95 to $11.46 as a result of return of capital distributions. Also, these options were equitably adjusted during the three months ended March 31, 2020 from $11.46 to $9.94 as a result of return of capital distributions.

Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 700,000 options granted to the Manager in 2015 were equitably adjusted during the three months ended March 31, 2019 from $18.94 to $17.45 as a result of return of capital distributions.  Also, these options were equitably adjusted during the three months ended March 31, 2020 from $17.45 to $15.93 as a result of return of capital distributions.

Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 862,500 options granted to the Manager in 2016 were equitably adjusted during the three months ended March 31, 2019 from $13.24 to $11.75 as a result of return of capital distributions.  Also, these options were equitably adjusted during the three months ended March 31, 2020 from $11.75 to $10.23 as a result of return of capital distributions.

Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 690,000 options granted to the Manager in 2018 were equitably adjusted during the three months ended March 31, 2019 from $16.45 to $14.96 as a result of return of capital distributions. Also, these options were equitably adjusted during the three months ended March 31, 2020 from $14.96 to $13.44 as a result of return of capital distributions.

The following table includes additional information regarding the Manager stock options:

in thousands, except share data
Number of Options
 
Weighted-Average Grant Date Fair Value
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term (Years)
 
Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2019
6,068

 
$
1.78

 
$
14.70

 
8.2
 
$

Granted

 
$

 
$

 
 
 
 
Outstanding at March 31, 2020
6,068

 
$
1.78

 
$
13.97

 
7.9
 
$

 
 
 
 
 
 
 
 
 
 
Exercisable at March 31, 2020
3,166

 
$
1.78

 
$
12.67

 
6.4
 
$



Stock compensation

The Company recognized compensation cost for share-based payments of $11.6 million for the three months ended March 31, 2020 and $1.1 million for the three months ended March 31, 2019. The total compensation cost not yet recognized related to non-vested awards as of March 31, 2020 was $34.5 million, which is expected to be recognized over a weighted average period of 2.3 years through July 2022.

Restricted stock grants (“RSGs”)

In connection with the 2019 acquisition of Legacy Gannett, Legacy Gannett adopted the New Media Investment Group Inc. Employee Restricted Stock Grant Agreement. The following table outlines RSG activity specific to Legacy Gannett for the three months ended March 31, 2020:
 
Three months ended March 31,
 
2020
in thousands, except per share data
Number
of RSGs
 
Weighted-
Average
Grant Date
Fair Value
Unvested at beginning of period
7,368

 
$
6.28

Granted
2,666

 
4.28

Vested
(3,239
)
 
6.28

Forfeited
(74
)
 
6.25

Unvested at end of period
6,721

 
$
5.49


Legacy New Media RSG activity was as follows:
 
Three months ended March 31,
 
2020
 
2019
in thousands, except per share data
Number
of RSGs
 
Weighted-
Average
Grant Date
Fair Value
 
Number
of RSGs
 
Weighted-
Average
Grant Date
Fair Value
Unvested at beginning of period
317

 
$
14.61

 
384

 
$
16.11

Granted
1,562

 
4.71

 
298

 
13.65

Vested
(876
)
 
6.72

 
(159
)
 
15.89

Forfeited
(15
)
 
16.64

 
(23
)
 
16.16

Unvested at end of period
988

 
$
5.94

 
500

 
$
14.71



As of March 31, 2020, the consolidated aggregate intrinsic value of unvested RSGs was $11.4 million.

Accumulated other comprehensive loss

The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss (net of tax) for the three months ended March 31, 2020 and 2019:
 
Three months ended March 31, 2020
In thousands
Retirement Plans
 
Foreign Currency Translation



Total
Beginning balance
$
936

 
$
7,266

 
$
8,202

Other comprehensive income (loss) before reclassifications
966

 
(14,033
)
 
(13,067
)
Amounts reclassified from accumulated other comprehensive loss(1)
(10
)
 

 
(10
)
Net current period other comprehensive income (loss), net of taxes
956

 
(14,033
)
 
(13,077
)
Ending balance
$
1,892

 
$
(6,767
)
 
$
(4,875
)
(1) 
This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 9 — Pensions and other postretirement benefit plans

 
Three months ended March 31, 2019
In thousands
Retirement Plans
 
Foreign Currency Translation
 
Total
Beginning balance
$
(6,881
)
 
$

 
$
(6,881
)
Other comprehensive income (loss) before reclassifications

 

 

Amounts reclassified from accumulated other comprehensive loss
(30
)
 

 
(30
)
Other comprehensive loss
(30
)
 

 
(30
)
Ending balance
$
(6,911
)
 
$

 
$
(6,911
)


Dividends

The Company did not pay dividends during the three months ended March 31, 2020 and paid dividends of $23.2 million for the three months ended March 31, 2019.

On April 1, 2020, the Company announced that in light of the unprecedented economic disruption and uncertainty caused by the COVID-19 pandemic, the Board of Directors had determined that it is in the best interests of shareholders for the Company to preserve liquidity by suspending the Company’s quarterly dividend.