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Supplemental equity information
 9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Supplemental equity information
NOTE 11 — Supplemental equity information

Loss per share

The following table sets forth the computation of basic and diluted loss per share:
 
Three months ended
 
Nine months ended
In thousands
September 30, 2020
 
September 29, 2019
 
September 30, 2020
 
September 29, 2019
Net loss attributable to Gannett
$
(31,260
)
 
$
(18,463
)
 
$
(548,305
)
 
$
(24,754
)
 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
132,223

 
60,034

 
131,425

 
60,010

Diluted weighted average shares outstanding
132,223

 
60,034

 
131,425

 
60,010



The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive:
 
Three months ended
 
Nine months ended
In thousands
September 30, 2020
 
September 29, 2019
 
September 30, 2020
 
September 29, 2019
Stock warrants
1,362

 
1,362

 
1,362

 
1,362

Stock options
6,068

 
2,905

 
6,068

 
2,905

Restricted stock awards
7,130

 
446

 
7,130

 
446



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, par value $0.01 per share ("Common Stock") over the next twelve months ("Share Repurchase Program"). The Board of Directors had authorized extensions of the Share Repurchase Program through May 19, 2020. The plan expired on May 19, 2020 with no extension or replacement plan in place. No shares were repurchased under the program during 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 nine months ended September 29, 2019 from $12.95 to $11.46 as a result of return of capital distributions. Also, these options were equitably adjusted during the nine months ended September 30, 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 nine months ended September 29, 2019 from $18.94 to $17.45 as a result of return of capital distributions.  Also, these options were equitably adjusted during the nine months ended September 30, 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 nine months ended September 29, 2019 from $13.24 to $11.75 as a result of return of capital distributions.  Also, these options were equitably adjusted during the nine months ended September 30, 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 nine months ended September 29, 2019 from $16.45 to $14.96 as a result of return of capital distributions. Also, these options were equitably adjusted during the nine months ended September 30, 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:
 
Number of Options
(In thousands)
 
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 September 30, 2020
6,068

 
$
1.78

 
$
13.97

 
7.4
 
$
—

 
 
 
 
 
 
 
 
 
 
Exercisable at September 30, 2020
3,936

 
$
1.78

 
$
13.15

 
6.5
 
$
—



Stock compensation

The Company recognized compensation cost for share-based payments of $3.8 million and $22.8 million for the three and nine months ended September 30, 2020, respectively, and $0.7 million and $2.5 million for the three and nine months ended September 29, 2019, respectively. The total compensation cost not yet recognized related to non-vested awards as of September 30, 2020 was $20.7 million, which is expected to be recognized over a weighted-average period of 2.0 years through September 2022.

Restricted stock awards

The following table outlines restricted stock unit ("RSU") and performance stock unit ("PSU") award activity specific to Legacy Gannett for the nine months ended September 30, 2020:
 
Nine months ended September 30, 2020
 
Number
of 
RSUs & PSUs
(In thousands)
 
Weighted-
Average
Grant Date
Fair Value
Unvested at beginning of period
7,368

 
$
6.28

Granted
282

 
0.90

Vested
(4,100
)
 
6.27

Forfeited
(401
)
 
2.61

Unvested at end of period
3,149


$
6.28


The following table outlines restricted stock grant ("RSGs") activity for the Company for the nine months ended September 30, 2020:
 
Nine months ended
 
September 30, 2020
 
September 29, 2019
 
Number
of RSGs
(In thousands)
 
Weighted-
Average
Grant Date
Fair Value
 
Number
of RSGs
(In thousands)
 
Weighted-
Average
Grant Date
Fair Value
Unvested at beginning of period
317

 
$
14.61

 
384

 
$
16.11

Granted
5,277

 
3.89

 
300

 
13.64

Vested
(1,157
)
 
5.86

 
(167
)
 
15.95

Forfeited
(456
)
 
3.36

 
(71
)
 
15.26

Unvested at end of period
3,981

 
$
4.24

 
446

 
$
14.65



As of September 30, 2020, the consolidated aggregate intrinsic value of unvested RSGs was $9.3 million.

Rights Agreement

On April 6, 2020, the Company's Board of Directors adopted a stockholder rights plan in the form of a Section 382 Rights Agreement ("Rights Agreement") to preserve and protect the Company's income tax net operating loss carryforwards ("NOLs") and other tax assets. As of December 31, 2019, the Company had approximately $435 million of NOLs available which could be used in certain circumstance to offset future federal taxable income.

Under the Rights Agreement, the Board declared a non-taxable dividend of one preferred share purchase right for each outstanding share of Common Stock. The rights will be exercisable only if a person or group acquires 4.99% or more of Gannett’s Common Stock. Gannett’s existing shareholders that beneficially own in excess of 4.99% of the Common Stock are "grandfathered in" at their current ownership level and the rights then become exercisable if any of those shareholders acquire an additional 0.5% or more of Common Stock of the Company. If the rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase Gannett Common Stock at a 50% discount or Gannett may exchange each right held by such holders for one share of Common Stock. Rights held by the person or group triggering the rights will become void and will not be exercisable. The Board of Directors has the discretion to exempt any person or group from the provisions of the Rights Agreement.

The rights issued under the Rights Agreement will expire on the day following the certification of the voting results for Gannett’s 2021 annual meeting of shareholders, unless Gannett’s shareholders ratify the Rights Agreement at or prior to such meeting, in which case the Rights Agreement will continue in effect until April 5, 2023. The Board of Directors also has the ability to terminate the plan if it determines that doing so would be in the best interest of Gannett’s stockholders. The rights may also expire at an earlier date if certain events occur, as described more fully in the Rights Agreement filed by the Company with the Securities and Exchange Commission. The Apollo Term Loan was amended on April 6, 2020, to allow for the Rights Agreement.

There were no issuances of preferred stock during the nine months ended September 30, 2020.

Accumulated other comprehensive loss

The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss (net of tax) for the nine months ended September 30, 2020 and the nine months ended September 29, 2019:
 
Nine months ended September 30, 2020
In thousands
Retirement Plans
 
Foreign Currency Translation



Total
Beginning balance
$
936

 
$
7,266

 
$
8,202

Other comprehensive income (loss) before reclassifications
(5,675
)
 
(8,908
)
 
(14,583
)
Amounts reclassified from accumulated other comprehensive loss(a)
(30
)
 
—

 
(30
)
Net current period other comprehensive income (loss), net of taxes
(5,705
)
 
(8,908
)
 
(14,613
)
Ending balance
$
(4,769
)
 
$
(1,642
)
 
$
(6,411
)
(a) 
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.
 
Nine months ended September 29, 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(a)
(90
)
 
—

 
(90
)
Net current period other comprehensive income (loss), net of taxes
(90
)
 
—

 
(90
)
Ending balance
$
(6,971
)
 
$
—

 
$
(6,971
)

(a) 
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.

Accumulated other comprehensive loss components are included in computing net periodic postretirement costs as outlined in NOTE 9 — Pensions and other postretirement benefit plans. Reclassifications out of accumulated other comprehensive loss related to these postretirement plans include the following:
 
Three months ended
 
Nine months ended
In thousands
September 30, 2020
 
September 29, 2019
 
September 30, 2020
 
September 29, 2019
Amortization of prior service credit, net
$
—

 
$
—

 
$
—

 
$
—

Amortization of actuarial gain
(11
)
 
(30
)
 
(36
)
 
(90
)
Total reclassifications, before tax
(11
)
 
(30
)
 
(36
)
 
(90
)
Income tax expense (benefit)
1

 
—

 
(6
)
 
—

Total reclassifications, net of tax
$
(12
)
 
$
(30
)
 
$
(30
)
 
$
(90
)


Dividends

The Company did not pay dividends during the nine months ended September 30, 2020 and paid dividends of $68.9 million for the nine months ended September 29, 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.