Supplemental equity information

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Supplemental equity information

NOTE 10 — Supplemental equity information

Loss per share

The following table sets forth the information to compute basic and diluted loss per share:

	Three months ended March 31,
In thousands, except per share data	2022		2021
Net loss attributable to Gannett	$	(2,967)	$	(142,316)
Basic weighted average shares outstanding	136,425		134,075
Diluted weighted average shares outstanding	136,425		134,075
Loss per share attributable to Gannett - basic	$	(0.02)	$	(1.06)
Loss per share attributable to Gannett - diluted	$	(0.02)	$	(1.06)

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	2022	2021
Warrants	845	845
Stock options	6,068	6,068
Restricted stock grants (a)	12,403	10,811
2027 Notes (b)	97,057	99,419

(a)Includes Restricted stock awards ("RSAs"), Restricted stock units ("RSUs") and Performance stock units ("PSUs").

(b)Represents the total number of shares that would be convertible at March 31, 2022 and 2021 as stipulated in the 2027 Notes Indenture.

The 2027 Notes may be converted at any time by the holders into cash, shares of the Company’s Common Stock or any combination of cash and Common Stock, at the Company’s election. Conversion of all of the 2027 Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 287.2 million shares of Common Stock. The Company has excluded approximately 190.1 million shares from the loss per share calculation, representing the difference

between the total number of shares that would be convertible at March 31, 2022 and the total number of shares issuable assuming the maximum increase in the conversion rate.

Share-based compensation

The Company recognized compensation cost for share-based payments of $3.4 million for each of the three months ended March 31, 2022 and 2021.

The total compensation cost not yet recognized related to non-vested awards as of March 31, 2022 was $48.7 million, which is expected to be recognized over a weighted-average period of 2.4 years through September 2024.

Equity awards

During the three months ended March 31, 2022, a total of 5.7 million RSAs were granted. RSAs generally vest 33.3% on the first and second anniversary of the date of grant, and 33.4% on the third anniversary of the date of grant, subject to the participants' continued employment with the Company and the terms of the applicable award agreement. The weighted average grant date fair value of RSAs granted during the three months ended March 31, 2022 was $4.63.

During the three months ended March 31, 2022, a total of 0.3 million PSUs were granted. PSUs are subject to the achievement of certain performance goals over the eligible period. Compensation cost ultimately recognized for these PSUs will equal the grant-date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, we record compensation cost based on the expected level of achievement of the performance conditions.

Preferred stock

The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the Board, of which 150,000 shares have been designated as Series A Junior Participating Preferred Stock, none of which are outstanding. There were no issuances of preferred stock during the three months ended March 31, 2022.

Stock Repurchase Program

On February 1, 2022, the Board of Directors authorized the repurchase of up to $100 million of the Company's Common Stock (the "Stock Repurchase Program"). Repurchases may be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. The amount and timing of the purchases will depend on a number of factors including, but not limited to, the price and availability of the Company’s shares, trading volume, capital availability, Company performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time. As of March 31, 2022, there were no repurchases of Common Stock under the Stock Repurchase Program.

Accumulated other comprehensive income (loss)

The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss), net of tax for the three months ended March 31, 2022 and 2021:

	Three months ended March 31, 2022						Three months ended March 31, 2021
In thousands	Pension and postretirement plans		Foreign currency translation		Total		Pension and postretirement plans		Foreign currency translation		Total
Beginning balance	$	50,870	$	9,128	$	59,998	$	40,441	$	9,732	$	50,173
Other comprehensive income (loss) before reclassifications	(811)		(7,556)		(8,367)		371		3,037		3,408
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)	(24)		—		(24)		15		—		15
Net current period other comprehensive income (loss), net of taxes	(835)		(7,556)		(8,391)		386		3,037		3,423
Ending balance	$	50,035	$	1,572	$	51,607	$	40,827	$	12,769	$	53,596

(a)This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.

(b)Amounts reclassified from accumulated other comprehensive loss are recorded net of tax impacts of $8 thousand and $5 thousand for the three months ended March 31, 2022 and 2021, respectively.