Form 10-Q
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number 1-6961
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
     
Delaware   16-0442930
(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)
Registrant’s telephone number, including area code: (703) 854-6000.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer þ   Accelerated Filer o   Non-Accelerated Filer o   Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No þ
The total number of shares of the registrant’s Common Stock, $1.00 par value outstanding as of September 26, 2010 was 238,928,204.
 
 

 

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Items 1 and 2. Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
Exhibit 10-1
Exhibit 10-2
Exhibit 10-3
Exhibit 10-4
Exhibit 10-5
Exhibit 31-1
Exhibit 31-2
Exhibit 32-1
Exhibit 32-2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT


Table of Contents

PART I. FINANCIAL INFORMATION
Items 1 and 2. Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS
Results from Operations
Gannett Co., Inc. (the Company) reported 2010 third quarter earnings per diluted share from continuing operations, on a GAAP (generally accepted accounting principles) basis of $0.42 compared to $0.31 for the third quarter of 2009.
The results for the third quarter of 2010 include $23 million of non-cash charges associated with facility consolidations and intangible asset impairments ($18 million after-tax or $0.08 per share) and $8 million in costs due to workforce restructuring ($5 million after-tax or $0.02 per share). The results for the third quarter of 2009 include $45 million of non-cash charges associated primarily with facility consolidations and asset impairments ($29 million after-tax or $0.12 per share) and $2 million in costs covering workforce restructuring ($1 million after-tax or $0.01 per share).
Excluding the impact of the special items noted above, diluted earnings per share increased 21% from $0.43 per share in the third quarter of 2009 to $0.52 per share in the third quarter of 2010.
As previously reported, the Company completed the sale of The Honolulu Advertiser and its related assets as well as a small directory publishing operation in Michigan during the second quarter of 2010. Results for the third quarter and year-to-date periods exclude operating results from these former properties which have been reclassified to discontinued operations. Revenue associated with these assets totaled $24 million in 2009’s third quarter. In the fourth quarter of 2009, revenues from these businesses totaled approximately $30 million.
A consolidated summary of the Company’s results from continuing operations is presented below.
In thousands of dollars, except per share amounts
Third Quarter
                         
    2010     2009     Change  
 
                       
Operating revenues
  $ 1,312,335     $ 1,312,136       0 %
Operating expenses
    1,112,047       1,156,435       (4 %)
 
                 
Operating income
  $ 200,288     $ 155,701       29 %
 
                       
Non-operating expense
  $ (31,600 )   $ (34,867 )     (9 %)
 
                       
Income from continuing operations attributable to Gannett Co., Inc.
  $ 101,409     $ 72,986       39 %
Per share — basic
  $ 0.43     $ 0.31       39 %
Per share — diluted
  $ 0.42     $ 0.31       35 %
In addition to the results reported in accordance with GAAP, the Company has provided in this report amounts for operating expenses, operating income, non-operating (expense) income, net income attributable to Gannett Co., Inc. and earnings per share excluding certain special items (non GAAP basis) as discussed in the second paragraph above. Management believes results excluding these items better reflect the ongoing performance of the Company and enable management and investors to meaningfully trend, analyze and benchmark the performance of the Company’s operations. These measures are also more comparable to financial measures reported by the Company’s competitors. These results should not be considered a substitute for amounts calculated and reported in accordance with GAAP.

 

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Adjustments to remove special items from GAAP results
In thousands of dollars, except per share amounts
Third Quarter
                         
    2010     2009     Change  
 
                       
Operating expense (GAAP basis)
  $ 1,112,047     $ 1,156,435       (4 %)
Remove unfavorable special items:
                       
Workforce restructuring and related expenses
    (8,088 )     (2,266 )     ***  
Facility consolidation and asset impairment charges
    (23,045 )     (39,248 )     (41 %)
 
                 
As adjusted (non-GAAP basis)
  $ 1,080,914     $ 1,114,921       (3 %)
 
                 
                         
    2010     2009     Change  
 
                       
Operating income (GAAP basis)
  $ 200,288     $ 155,701       29 %
Remove unfavorable special items:
                       
Workforce restructuring and related expenses
    8,088       2,266       ***  
Facility consolidation and asset impairment charges
    23,045       39,248       (41 %)
 
                 
As adjusted (non-GAAP basis)
  $ 231,421     $ 197,215       17 %
 
                 
                         
    2010     2009     Change  
 
                       
Non-operating (expense) income (GAAP basis)
  $ (31,600 )   $ (34,867 )     (9 %)
Remove unfavorable special items:
                       
Impairment of equity method investment
          5,438       ***  
 
                 
As adjusted (non-GAAP basis)
  $ (31,600 )   $ (29,429 )     7 %
 
                 
                         
    2010     2009     Change  
 
                       
Net income attributable to Gannett Co., Inc. (GAAP basis)
  $ 101,409     $ 73,752       38 %
Remove (favorable) unfavorable special items (net of tax):
                       
Discontinued operations
          (766 )     ***  
Workforce restructuring and related expenses
    5,088       1,403       ***  
Facility consolidation and asset impairment charges
    18,245       24,418       (25 %)
Impairment of equity method investment
          4,438       ***  
 
                 
As adjusted (non-GAAP basis)
  $ 124,742     $ 103,245       21 %
 
                 
                         
    2010     2009     Change  
 
                       
Diluted earnings per share (GAAP basis)
  $ 0.42     $ 0.31       35 %
Remove (favorable) unfavorable special items (net of tax):
                       
Discontinued operations
                ***  
Workforce restructuring and related expenses
    0.02       0.01       ***  
Facility consolidation and asset impairment charges
    0.08       0.10       (20 %)
Impairment of equity method investment
          0.02       ***  
 
                 
As adjusted (non-GAAP basis)
  $ 0.52     $ 0.43 (1)     21 %
 
                 
     
(1)   Total per share amount does not sum due to rounding.

 

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On an as adjusted basis using the non-GAAP amounts for expenses, operating results were as follows:
                         
    2010     2009     Change  
 
                       
Operating revenues
  $ 1,312,335     $ 1,312,136       0 %
Operating expenses
    1,080,914       1,114,921       (3 %)
 
                 
Operating income
  $ 231,421     $ 197,215       17 %
 
                       
Non-operating (expense) income
  $ (31,600 )   $ (29,429 )     7 %
 
                       
Net income attributable to Gannett Co., Inc.
  $ 124,742     $ 103,245       21 %
 
                       
Earnings from continuing operations per share — diluted
  $ 0.52     $ 0.43       21 %
Earnings from continuing operations per diluted share (GAAP basis) rose 73% to $1.63 in the year-to-date period in 2010 from $0.94 in the year-to-date period in 2009.
The year-to-date results for 2010 include the following special items:
    $23 million of non-cash charges associated with facility consolidations and asset impairments ($18 million after-tax or $0.08 per share);
 
    $8 million in costs due to workforce restructuring ($5 million after-tax or $0.02 per share);
 
    a $29 million net tax benefit due primarily to the expiration of the statutes of limitations and the release of certain reserves related to the sale of a business in a prior year ($0.12 per share);
 
    a $2 million tax charge related to recent health care reform legislation and the resultant loss of tax deductibility for certain retiree health care costs covered by Medicare drug subsidies ($0.01 per share)
The year-to-date results for 2009 include the following special items:
    a $40 million settlement gain related to one of the Company’s union pension plans ($25 million after tax or $0.11 per share);
 
    $25 million in costs related to workforce restructuring ($16 million after tax or $0.07 per share);
 
    $87 million of non-cash charges associated with facility consolidations and asset impairments ($54 million after-tax or $0.23 per share);
 
    $5 million associated with impairment of an equity method investment ($4 million after tax or $0.02 per share);
 
    a $28 million non-cash charge for asset write-downs ($24 million after-tax or $0.10 per share);
 
    a $43 million gain related to the Company’s debt exchange ($26 million after tax or $0.11 per share)
Excluding all special items in 2010 and 2009, net income from continuing operations year-to-date attributable to Gannett Co., Inc. increased 45% versus the comparable figure for 2009. Earnings from continuing operations per diluted share excluding special items rose 41% to $1.62 in 2010 versus $1.15 in 2009.
Liquidity Matters
For the first nine months of 2010, the Company’s long-term debt was reduced by $642 million, reflecting repayments of borrowings under its revolving credit agreements using cash flow from operations. At the end of the third quarter, the Company’s total long term debt was $2.4 billion. The Company’s senior leverage ratio was 1.93x as of September 26, 2010, substantially below the senior leverage ratio of 3.5x the Company is required to maintain under its revolving credit agreements and term loan agreement.
On September 27, 2010, subsequent to the close of the third quarter, the Company completed the private placement of unsecured senior notes totaling $500 million in two tranches: $250 million with a coupon of 6.375% due 2015 and $250 million with a coupon of 7.125% due 2018. The 2015 notes were priced at 98.970% of face value, resulting in a yield to maturity of 6.625%. The 2018 notes were priced at 98.527% of face value, resulting in a yield to maturity of 7.375%. The 2015 notes and 2018 notes (together, New Notes) were made available in a private offering that is exempt from the registration requirements of the Securities Act of 1933 (Securities Act). The New Notes are guaranteed on a senior basis by the subsidiaries of the Company that guarantee its revolving credit

 

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facilities, its term loan and its notes maturing in 2014 and thereafter. The Company used the net proceeds of the offering to partially repay borrowings outstanding under its revolving credit facilities and term loan. The New Notes and the subsidiary guarantees have not been registered under the Securities Act, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
On September, 30, 2010, the Company amended its revolving credit agreements and extended the maturity date for the majority of its lenders from March 15, 2012 to September 30, 2014. Total commitments under the amended revolving credit agreements are $1.63 billion through March 15, 2012 and total extended commitments from March 15, 2012 to September 30, 2014 will be $1.14 billion.
Further information regarding liquidity matters can be found in “Liquidity, Capital Resources, Financial Position, and Statements of Cash Flows” beginning on page 10.
Recent Developments
In July 2010, the Company and Yahoo! Inc. entered into a local advertising partnership that brings together Gannett’s strong local media organization brands, sales capabilities, and leading website audiences with Yahoo!’s high quality audience and display advertising leadership. All of Gannett’s 81 local publishing organizations and seven of its Broadcasting Division sites will sell Yahoo! advertising inventory as part of Gannett’s local advertising solutions. As a result, local advertisers will benefit from expanded digital reach and audience targeting capabilities based on geography, user demographics, interests, and more against that expanded audience. In addition, Gannett will be leveraging the targeting and ad ordering capabilities of Yahoo’s platform for local sales, APT from Yahoo!.
Operating Revenues
Operating revenues were $1.3 billion for the third quarter of 2010, unchanged from the third quarter of 2009, and declined 2% to $4.0 billion for the first nine months of 2010 compared to 2009. The Company exited a UK-based commercial printing business in the second quarter of 2009 that generated revenue of $24 million for the prior year-to-date period. On a pro forma basis, which excludes amounts for the exited commercial printing business, operating revenues decreased 1% for the year-to-date period.
The exchange rate also had an unfavorable impact on year-over-year comparisons. Total operating revenues in the third quarter, adjusted for currency, were almost 1% higher than the third quarter last year. Revenue comparisons on a pro forma constant currency basis improved sequentially relative to the second quarter of this year. Also, revenue trend comparisons to 2008 improved in the third quarter relative to the second quarter. A more detailed discussion of revenues by business segment is included in the following sections of this report.
During the second quarter of 2010, the Company completed the sale of The Honolulu Advertiser as well as a small directory publishing operation in Michigan. Revenues totaling $33 million in the year-to-date period of 2010 and revenues totaling $24 million and $74 million in the third quarter and year-to-date periods of 2009, respectively, have been reclassified to discontinued operations. In the fourth quarter of 2009, revenues from these businesses totaled approximately $30 million.
Operating Expenses
Operating expenses declined 4% to $1.1 billion for the third quarter of 2010 and 8% to $3.3 billion for the first nine months, as a result of cost control and efficiency efforts as well as lower newsprint expense. Excluding special items, operating expenses were 3% lower for the quarter and 7% lower year-to-date.
Payroll expenses, excluding workforce restructuring costs, were down 1% for the quarter and 4% for the first nine months, primarily reflecting headcount reductions across the Company completed in 2009, partially offset by substantially lower furlough savings in 2010.
Newsprint expense was 12% lower for the third quarter, reflecting a 5% decline in usage and a 6% decline in usage prices. For the nine month period, newsprint expense was 31% lower as usage prices were 23% lower than last year and consumption was 11% lower.

 

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Publishing Results
Publishing revenues declined 5% to $969 million from $1.0 billion in the third quarter and decreased 6% to $3.0 billion from $3.2 billion year-to-date. In the second quarter of 2009, the Company exited a commercial printing business in the UK, which accounted for $24 million of the total publishing revenue decline on a year-to-date basis. On a pro forma constant currency basis, publishing revenues declined 4% for the quarter and 5% year-to-date. Publishing revenue comparisons for the third quarter on a constant currency basis improved sequentially from the second quarter comparisons. The average exchange rate used to translate UK publishing results from the British pound to U.S. dollars decreased 6% to 1.55 for the third quarter of 2010 from 1.64 last year and for the year-to-date period decreased slightly to 1.53 from 1.54.
Publishing revenues are derived principally from advertising and circulation sales, which accounted for 67% and 27%, respectively, of total publishing revenues for the third quarter and year-to-date period. Advertising revenues include amounts derived from advertising placed with print products as well as publishing related internet Web sites. “All other” publishing revenues are mainly from commercial printing operations. The table below presents the components of publishing revenues.
Publishing revenues, in thousands of dollars
                         
Third Quarter   2010     2009     Change  
 
                       
Advertising
  $ 646,720     $ 681,415       (5 %)
Circulation
    264,627       278,701       (5 %)
All other
    58,022       57,607       1 %
 
                 
Total
  $ 969,369     $ 1,017,723       (5 %)
 
                 
                         
Year-to-Date   2010     2009     Change  
 
                       
Advertising
  $ 1,988,227     $ 2,120,474       (6 %)
Circulation
    813,713       859,891       (5 %)
All other
    185,911       197,117       (6 %)
 
                 
Total
  $ 2,987,851     $ 3,177,482       (6 %)
 
                 
The table below presents the principal categories of advertising revenues for the publishing segment.
Advertising revenues, in thousands of dollars
                         
Third Quarter   2010     2009     Change  
 
                       
Retail
  $ 321,527     $ 343,425       (6 %)
National
    116,874       115,830       1 %
Classified
    208,319       222,160       (6 %)
 
                 
Total publishing advertising revenue
  $ 646,720     $ 681,415       (5 %)
 
                 
                         
Year-to-Date   2010     2009     Change  
 
                       
Retail
  $ 997,537     $ 1,074,043       (7 %)
National
    359,288       367,456       (2 %)
Classified
    631,402       678,975       (7 %)
 
                 
Total publishing advertising revenue
  $ 1,988,227     $ 2,120,474       (6 %)
 
                 
Publishing advertising revenues decreased 5% in the quarter to $647 million from $681 million in the third quarter of 2009 and decreased 6% to $2.0 billion from $2.1 billion on a year-to-date basis. On a constant currency basis, total publishing advertising revenue would have been 4% lower for the third quarter and 6% lower for the year-to-date period. For U.S. publishing, advertising revenue decreased 3% for the third quarter and 5% for the year-to-date period. In the UK, advertising revenues were lower by 13% for the third quarter and 8% for the year-to-

 

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date period. On a constant currency basis, advertising revenues in the UK declined 7% for the third quarter and year-to-date period.
Total third quarter advertising comparisons on a constant currency basis were better than both the second quarter year-over-year and two-year comparisons. All categories contributed to the improvement and national was particularly strong as it was approximately 5 percentage points better than the second quarter comparisons.
Retail advertising revenues for the third quarter and year-to-date period declined 6% and 7%, respectively. In the U.S. retail was down 6% for the quarter and 7% for the year-to-date period while in the UK retail revenues declined 5% in local currency for the quarter and 4% on a year-to-date basis.
National advertising revenues increased 1% for the quarter. Domestically, national advertising increased 3% driven by solid growth at U.S. Community Publishing including preprints. Advertising at USA TODAY.com also contributed to the increase with double-digit growth in online national advertising. Print advertising at USA TODAY posted its most favorable year-over-year comparison this year in the third quarter but continues to be impacted by relative weakness in the travel and lodging markets. Several important categories, particularly automotive, were stronger compared to the third quarter last year but other categories including restaurants, pharmaceutical and packaged goods lagged last year. Paid advertising pages at USA TODAY totaled 495 compared with 493 in last year’s third quarter. National advertising revenues declined 2% on a year-to-date basis as an increase in revenue at U.S. Community Publishing was offset by lower advertising at USA TODAY.
Classified advertising revenues declined 6% for the third quarter and 7% for the year-to-date period. Automotive revenue was 6% higher for the quarter, while employment and real estate were down 4% and 12%, respectively. Overall, constant currency classified advertising revenue declines lessened in the third quarter led by sequential comparison improvement on both a one and two year basis in the U.S. Automotive drove the improvement and was 7% higher in the third quarter on a constant currency basis.
On a year-to-date basis, automotive was up 2%, while employment and real estate declined 6% and 13%, respectively. The percentage changes in the classified categories for domestic publishing, Newsquest and in total on a constant currency basis are as follows:
                         
    U.S.     Newsquest     Total Constant  
Third Quarter   Publishing     (in pounds)     Currency  
 
                       
Automotive
    10 %     (7 %)     7 %
Employment
    9 %     (18 %)     (2 %)
Real Estate
    (16 %)     4 %     (10 %)
Legal
    (9 %)           (9 %)
Other
    (7 %)     (8 %)     (7 %)
 
                 
Total
    (2 %)     (8 %)     (4 %)
                         
    U.S.     Newsquest     Total Constant  
Year-to-Date   Publishing     (in pounds)     Currency  
 
                       
Automotive
    4 %     (8 %)     2 %
Employment
    0 %     (16 %)     (6 %)
Real Estate
    (19 %)     3 %     (13 %)
Legal
    1 %           1 %
Other
    (7 %)     (10 %)     (8 %)
 
                 
Total
    (5 %)     (9 %)     (6 %)
The Company’s publishing operations, including its U.S. Community Publishing Group, the USA TODAY Group and the Newsquest Group, generate advertising revenues from the operation of Web sites that are associated with their traditional print businesses. These revenues are reflected within the retail, national and classified categories presented and discussed above, and they are separate and distinct from revenue generated by businesses included in the Company’s Digital segment. These online/digital advertising revenues increased 12% for the quarter and 10% for the year-to-date period. Online revenue at U.S. Community Publishing grew 10% for the quarter while at Newsquest digital revenues increased 8%, in pounds. Online revenue at USA TODAY.com grew 35% for the quarter.
Circulation revenues declined 5% for the third quarter and first nine months of 2010. Revenue comparisons reflect generally lower circulation volumes. Net paid daily circulation for publishing operations, excluding USA TODAY, declined 6% for the quarter and 7% for the year-to-date period, while Sunday net paid circulation was

 

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down 3% for the quarter and 4% year-to-date. The Company continues to focus on improving Sunday home delivery at its larger U.S. Community Publishing properties. For the third quarter of 2010, 24 of the top 31 U.S. Community Publishing properties had surpassed 2009’s home delivery Sunday circulation. In the September Publishers Statement submitted to ABC, circulation for USA TODAY for the previous six months decreased 4% from 1,900,116 in 2009 to 1,830,594 in 2010, reflecting reduced circulation sales from lower business and leisure travel.
The decrease in “All other” revenues for the year-to-date period is primarily due to the exit of a UK commercial printing business in the second quarter of 2009.
Publishing operating expenses were down 9% in the quarter to $838 million from $917 million in the third quarter of 2009. Excluding special items, operating expenses were down 6%. The expense decline reflects continued efforts to create efficiencies and consolidate operations as well as lower newsprint expense.
Year-to-date publishing operating expenses declined 12% to $2.5 billion compared to $2.8 billion a year ago. Excluding special items, year-to-date operating expenses declined 10%.
Newsprint expense declined 12% in the third quarter, reflecting a 5% decline in consumption and a 6% decline in usage prices. Year-to-date newsprint expense declined 31% on an 11% decline in consumption and a 23% decline in usage price. The Company expects fourth quarter newsprint usage prices will be higher than a year ago but consumption is expected to be lower.
Publishing segment operating income was $131 million in the quarter, an increase of 29% compared to $101 million last year. Excluding special items, operating income increased 4%. The increase reflects lower operating expenses partially offset by moderating declines in operating revenues.
Year-to-date publishing operating income was $476 million, compared to $328 million last year. Excluding special items, operating income increased by 24%, again reflecting significantly lower operating expense, partially offset by moderating declines in operating revenue and reduced furlough savings.
Digital Results
The Digital segment includes results for CareerBuilder, PointRoll, ShopLocal, Planet Discover, Schedule Star and Ripple6.
Digital segment operating revenues were $158 million in the third quarter compared to $143 million in 2009, an increase of $15 million or 10%. Year-to-date operating revenues were $452 million compared to $428 million in 2009, an increase of $24 million or 6%. The third quarter increase reflects high-single digit revenue growth at CareerBuilder as well as double digit revenue growth at PointRoll.
Digital operating expenses were $142 million in the third quarter compared to $118 million in 2009. Operating expenses in the third quarter of 2010 included $13 million of special non-cash charges associated with intangible asset impairments. Excluding special items, digital operating expenses were $129 million in the third quarter of 2010, an increase of 9% over 2009. Year-to-date operating expenses were $406 million compared to $387 million in 2009. Excluding special items, digital operating expenses were $393 million, an increase of 2% over 2009. As a result, segment operating income excluding special items increased 16% to $29 million for the third quarter of 2010 and increased 42% to $60 million on a year-to-date basis.
Third quarter 2010 company-wide digital revenues, which include Digital segment revenues and all digital revenues generated and reported by the other business segments, were $256 million, 10% higher in the third quarter compared to the third quarter in 2009 and were over 19% of total operating revenues. On a year-to-date basis digital revenues were $739 million or 7% higher than last year.
Broadcasting Results
Broadcasting includes results from the Company’s 23 television stations and Captivate. Reported broadcasting revenues were $185 million in the third quarter, a 22% increase compared to $151 million in 2009, reflecting strong core advertising improvement and substantially higher political spending. Year-to-date revenues were $537 million, a 20% increase compared to $448 million in 2009.
Television revenues were 24% higher for the third quarter reflecting a significant increase in core advertising across almost all categories, particularly auto, and a $16 million increase in election and issue related spending. Television revenues were 20% higher for the year-to-date period. Political ad spending totaled $36 million year-to-date and is in line with the presidential election year spending in 2008 and ahead of spending in the last non-presidential election year of 2006. Based on current trends, the Company expects the percentage increase in television advertising revenues to be in the mid to high twenties for the fourth quarter of 2010 compared to the

 

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fourth quarter of 2009. However, the pace of political spending in the fourth quarter may be volatile depending on state-by-state election developments.
Broadcasting operating expenses for the third quarter totaled $119 million, up 9% from the third quarter 2009 reflecting higher ad sales costs. Year-to-date operating expenses increased 4%.
Reported operating income for the third quarter totaled $67 million, up $24 million, or 55%, on a revenue increase of $34 million. Year-to-date operating income was $213 million, up $76 million, or 55%, on a revenue increase of $89 million. Excluding workforce restructuring and facility consolidation and asset impairment charges, operating income would have increased 49% for the quarter and 51% for the year-to-date period, respectively.
Corporate Expense
Corporate expense in the third quarter of 2010 decreased 2% to $12.9 million from $13.2 million in the third quarter of 2009. Year-to-date corporate expense increased $4 million from a year ago due primarily to increased stock compensation expense, reflecting a substantially higher company stock price used in 2010 for the calculation of stock-based award values. Excluding stock compensation, corporate expenses on a year-to-date basis would have been 4% lower.
Non-Operating Income and Expense
Equity Earnings
The $7 million increase in equity income in unconsolidated investees for the quarter results from a $5 million non-cash impairment of an investment in the third quarter last year. Excluding this special item, equity income would have increased $2 million, reflecting better results at certain newspaper partnerships. On a year-to-date basis, equity income (loss) was $15 million and ($0.2) million in 2010 and 2009, respectively. Excluding the special item, equity income on a year-to-date basis would have increased $10 million, reflecting better results for certain digital investments, particularly Classified Ventures, and certain newspaper partnerships.
Interest Expense
The Company’s interest expense for the third quarter was $41 million and $127 million year-to-date, up 8% and down 3%, respectively. Total average outstanding debt for the third quarter was $2.6 billion in 2010 and $3.5 billion in 2009. For the year-to-date periods of 2010 and 2009, total average outstanding debt was $2.8 billion and $3.8 billion, respectively. The weighted average interest rate for total outstanding debt was 5.94% for the third quarter of 2010 compared to 4.05% last year and 5.65% year-to-date compared to 4.30% last year. Debt was reduced by $210 million during the quarter and $642 million year-to-date.
At the end of the third quarter of 2010, the Company had approximately $1.0 billion in long-term floating rate obligations outstanding. A 1/2% increase or decrease in the average interest rate for these obligations would result in an increase or decrease in annualized interest expense of $5 million. As discussed in “Liquidity Matters “above, the Company completed the private placement of unsecured senior notes totaling $500 million on September 27, 2010. The proceeds from this private placement were used to repay certain variable rate obligations.
Other Non-Operating Items
On a year-to-date basis, other non-operating items declined $24 million, primarily due to the net impact in 2009 of a $43 million pre-tax gain related to a debt exchange and a $28 million pre-tax charge for asset write-downs. Excluding these special items, non-operating items would have declined $9 million reflecting losses in 2010 associated with certain financial investments.

 

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Provision for Income Taxes
The Company’s effective income tax rate for continuing operations was 35.2% for the third quarter and 28.8% for the first nine months of 2010, compared to 33.3% and 34.4% for the comparable periods of 2009. The Company’s effective tax rate was affected by the following special items:
                                 
    Thirteen Weeks Ended     Thirty-nine Weeks Ended  
    Sept. 26,     Sept. 27,     Sept. 26,     Sept. 27,  
(Dollars in thousands)   2010     2009     2010     2009  
Provision for income taxes as reported (GAAP basis)
  $ 55,000     $ 36,407     $ 159,213     $ 116,035  
Change in tax status of Medicare subsidy
                (2,200 )      
Prior year tax reserve adjustments, net
                28,700        
Workforce restructuring and related expenses
    3,000       863       3,000       9,211  
Facility consolidation and asset impairment charges
    4,800       14,830       4,800       32,588  
Pension gain
                      (15,100 )
Impairment of equity method investment
          1,000             1,000  
Debt exchange gain
                      (16,671 )
Impairment of publishing assets sold
                      3,880  
 
                       
Provision for income taxes (non-GAAP basis)
  $ 62,800     $ 53,100     $ 193,513     $ 130,943  
 
                       
 
                               
Effective tax rate (non-GAAP basis)
    33.5 %     34.0 %     33.2 %     32.7 %
Income from Continuing Operations Attributable to Gannett Co., Inc.
Income from continuing operations attributable to Gannett Co., Inc. was $101 million or $0.42 per diluted share for the third quarter of 2010, an increase of $28 million or 39%. For the year-to-date period of 2010 income from continuing operations attributable to Gannett Co., Inc. was $393 million or $1.63 per diluted share, an increase of $172 million or 77%. Excluding special items, income attributable to Gannett would have increased $21 million or 21% for the quarter and $121 million or 45% for the year-to-date period.
Refer to the discussion on page 2 of this report for details of the impact of special items affecting reported earnings per share.
The weighted average number of diluted shares outstanding for the third quarter of 2010 totaled 241,865,000 compared to 238,815,000 for the third quarter of 2009. For the first nine months of 2010 and 2009, the weighted average number of diluted shares outstanding totaled 241,324,000 and 234,837,000, respectively. There were no shares repurchased in 2009 or the first three quarters of 2010. See Part II, Item 2 for information on share repurchases.
Discontinued Operations
Earnings from discontinued operations represent the combined operating results (net of income taxes) of The Honolulu Advertiser and a small directory publishing operation in Michigan. The revenues and expenses, along with associated income taxes, from each of these properties have been removed from continuing operations and reclassified into a single line item amount on the Condensed Consolidated Statements of Income titled “(Loss) income from the operation of discontinued operations, net of tax” for each period presented. The Company also reported earnings of $21 million or $0.09 per diluted share for the gain on the disposition of these properties in the second quarter of 2010.
Certain Matters Affecting Future Operating Results
The Company’s revenues for the remainder of 2010 will be influenced by generally soft economic conditions in the U.S. and UK which may continue to dampen ad revenue demand for publishing. Broadcast revenues are expected to increase for the balance of the year due to demand for both core and political ad spending. Operating expenses are expected to continue to decline for the remainder of 2010 at a rate expected to be approximately the same as that experienced during the third quarter of this year, reflecting continued savings from consolidation efforts. The Company expects that newsprint usage prices will be higher in the fourth quarter than a year ago but consumption will be lower.
Absent incremental borrowings for acquisitions or other purposes, the Company expects interest expense will increase slightly as lower debt balances will be partially offset by higher interest rates from new bond financings.

 

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Liquidity, Capital Resources, Financial Position, and Statements of Cash Flows
On September 27, 2010, subsequent to the close of the third quarter, the Company completed the private placement of unsecured senior notes totaling $500 million in two tranches: $250 million with a coupon of 6.375% due 2015 and $250 million with a coupon of 7.125% due 2018. The 2015 notes were priced at 98.970% of face value, resulting in a yield to maturity of 6.625%. The 2018 notes were priced at 98.527% of face value, resulting in a yield to maturity of 7.375%. The 2015 notes and 2018 notes (together, New Notes) were made available in a private offering that is exempt from the registration requirements of the Securities Act. The New Notes are guaranteed on a senior basis by the subsidiaries of the Company that guarantee its revolving credit facilities, its term loan and its notes maturing in 2014 and thereafter. The Company used the net proceeds of the offering to partially repay borrowings outstanding under its revolving credit facilities and term loan. The New Notes and the subsidiary guarantees have not been registered under the Securities Act, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
On September, 30, 2010, the Company amended its revolving credit agreements and extended the maturity date for the majority of its lenders from March 15, 2012 to September 30, 2014. Total commitments under the amended revolving credit agreements are $1.63 billion through March 15, 2012 and total extended commitments from March 15, 2012 to September 30, 2014 will be $1.14 billion.
The Company’s three revolving credit agreements and term loan agreement require that the Company maintain a senior leverage ratio of less than 3.5x. The agreements also require the Company to maintain a total leverage ratio of less than 4.0x. The total leverage ratio would also include any subordinated debt the Company may issue in the future. These requirements were not changed by the recent amendments. Currently, all of the Company’s debt is senior and unsecured. At September 26, 2010, the senior leverage ratio was 1.93x.
The Company’s cash flow from operating activities was $684 million for the first nine months of 2010, compared to $618 million for the first nine months of 2009, reflecting earnings growth in all three operating segments. Year-to-date cash flow from operating activities in 2010 reflects $30 million of voluntary pension contributions to the Gannett Retirement Plan.
Cash flows provided by investing activities totaled $65 million for the nine months of 2010, reflecting $37 million of capital spending, $15 million of payments for certain digital business acquisitions, and $5 million for investments. These cash outflows were offset by $106 million of proceeds from the sale of assets which includes proceeds from the sales of The Honolulu Advertiser and a small directory publishing operation in Michigan as well as proceeds of $28 million received in connection with the sale of auction rate securities held by CareerBuilder. The Company also received $16 million of proceeds from investments.
Cash flows used for financing activities totaled $675 million for the first nine months of 2010 reflecting net debt payments of $647 million and payment of dividends totaling $29 million. The Company’s quarterly dividend of $0.04 per share, which was declared in the third quarter of 2010, totaled $9.6 million and was paid in October 2010. Cash flows used for financing activities totaled $571 million for the first nine months of 2009.
The long-term debt of the Company is summarized below:
                 
In thousands of dollars   Sept. 26, 2010     Dec. 27, 2009  
Unsecured notes bearing fixed rate interest at 5.75% due June 2011
  $ 433,059     $ 432,648  
Unsecured floating rate term loan due July 2011
    230,000 (1)     230,000  
Borrowings under revolving credit agreements expiring March 2012
    734,000 (1)     1,381,000  
Unsecured notes bearing fixed rate interest at 6.375% due April 2012
    306,363       306,260  
Unsecured notes bearing fixed rate interest at 8.75% due November 2014
    246,763       246,304  
Unsecured notes bearing fixed rate interest at 10% due June 2015
    57,661       56,684  
Unsecured notes bearing fixed rate interest at 10% due April 2016
    165,037       162,531  
Unsecured notes bearing fixed rate interest at 9.375% due November 2017
    246,750       246,524  
 
           
Total long-term debt
  $ 2,419,633     $ 3,061,951  
 
           
     
(1)   On Sept. 27, 2010, subsequent to the close of the third quarter, the Company completed the private placement of unsecured senior notes totaling $500 million. Net proceeds from this were used to reduce borrowings under the term loan by $48 million and the revolving credit agreements by $435 million. On Sept. 30, 2010, the revolving credit agreements were amended to extend their expiration dates to Sept. 30, 2014 for the majority of its lenders.

 

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On October 26, 2010, the Board of Directors declared a dividend of $0.04 per share, payable on January 3, 2011, to shareholders of record as of the close of business on December 10, 2010.
The fair value of the Company’s total long-term debt, determined based on quoted market prices for the individual tranches of debt, totaled $2.5 billion at September 26, 2010.
On July 25, 2006, the Board of Directors authorized the repurchase of an additional $1 billion of the Company’s common stock. The shares may be repurchased at management’s discretion, either in the open market or in privately negotiated block transactions. While there is no expiration date for the repurchase program, the Board of Directors reviews the authorization of the program annually. Management’s decision to repurchase shares will depend on price, availability and other corporate developments. Purchases will occur from time to time and no maximum purchase price has been set. As of September 26, 2010, the Company had remaining authority to repurchase up to $808.9 million of the Company’s common stock. At this time, the Company does not anticipate repurchasing shares of its common stock. For more information on the share repurchase program, refer to Item 2 of Part II of this Form 10-Q.
The Company’s foreign currency translation adjustment, included in accumulated other comprehensive loss and reported as part of shareholders’ equity, totaled $408 million at the end of the third quarter 2010 versus $416 million at the end of 2009. This change reflects a 1% decrease in the exchange rate for the British pound. Newsquest’s assets and liabilities at September 26, 2010 and December 27, 2009 were translated from the British pound to U.S. dollars at an exchange rate of 1.58 and 1.60, respectively. For the third quarter, Newsquest’s financial results were translated from the British pound to U.S. dollars at an average rate of 1.55 for 2010 compared to 1.64 for 2009. Year-to-date results were translated at an average rate of 1.53 in 2010 compared to 1.54 for 2009.
The Company is exposed to foreign exchange rate risk primarily due to its operations in the United Kingdom, for which the British pound is the functional currency. If the price of the British pound against the U.S. dollar had been 10% more or less than the actual price, operating income for the third quarter and year-to-date period of 2010 would have increased or decreased approximately 1%.
Looking ahead, the Company expects to fund capital expenditures, interest, dividends and other operating requirements through cash flows from operations. The Company expects to fund debt maturities, acquisitions and investments through a combination of cash flows from operations, funds raised in the capital or credit markets, or through borrowing capacity under its credit facilities. The Company’s financial and operating performance and its ability to generate sufficient cash flow for these purposes and to maintain compliance with credit facility covenants are subject to certain risk factors as noted in the following section of this report.
Certain Factors Affecting Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q contain forward-looking information. The words “expect,” “intend,” “believe,” “anticipate,” “likely,” “will” and similar expressions generally identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated in the forward-looking statements. The Company is not responsible for updating or revising any forward-looking statements, whether the result of new information, future events or otherwise, except as required by law.
Potential risks and uncertainties which could adversely affect the Company’s results include, without limitation, the following factors: (a) 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; (b) a continuance of the economic recessionary conditions in the U.S. and the UK or a further economic downturn leading to a continuing or accelerated decrease in circulation or local, national or classified advertising; (c) a decline in general newspaper readership and/or advertiser patterns as a result of competitive alternative media or other factors; (d) an increase in newsprint or syndication programming costs over the levels anticipated; (e) labor disputes which may cause revenue declines or increased labor costs; (f) acquisitions of new businesses or dispositions of existing businesses; (g) a decline in viewership of major networks and local news programming; (h) rapid technological changes and frequent new product introductions prevalent in electronic publishing; (i) an increase in interest rates; (j) a weakening in the British pound to U.S. dollar exchange rate; (k) volatility in financial and credit markets which could affect the value of retirement plan assets and the Company’s ability to raise funds through debt or equity issuances; (1) changes in the regulatory environment; (m) an other than temporary decline in operating results and enterprise value that could lead to non-cash goodwill, or other intangible asset or property, plant and equipment impairment charges; (n) credit rating downgrades, which could affect the availability and cost of future financing; and (o) general economic, political and business conditions.

 

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CONDENSED CONSOLIDATED BALANCE SHEETS
Gannett Co., Inc. and Subsidiaries

In thousands of dollars (except per share amounts)
                 
    Sept. 26, 2010     Dec. 27, 2009  
    (Unaudited)        
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 172,432     $ 98,795  
Trade receivables, less allowance for doubtful receivables
(2010 — $46,508; 2009 — $46,255)
    642,366       759,934  
Other receivables
    32,914       20,557  
Inventories
    70,063       63,752  
Deferred income taxes
    16,950       19,577  
Prepaid expenses and other current assets
    106,060       86,427  
Assets held for sale
    19,654        
 
           
Total current assets
    1,060,439       1,049,042  
 
           
 
               
Property, plant and equipment
               
Cost
    4,244,473       4,428,859  
Less accumulated depreciation
    (2,453,209 )     (2,457,041 )
 
           
Net property, plant and equipment
    1,791,264       1,971,818  
 
           
 
               
Intangible and other assets
               
Goodwill
    2,842,250       2,854,247  
Indefinite-lived and amortizable intangible assets, less accumulated amortization
    544,957       565,610  
Deferred income taxes
    234,530       302,360  
Investments and other assets
    391,869       405,355  
 
           
Total intangible and other assets
    4,013,606       4,127,572  
 
           
 
               
Total assets
  $ 6,865,309     $ 7,148,432  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED BALANCE SHEETS
Gannett Co., Inc. and Subsidiaries

In thousands of dollars (except per share amounts)
                 
    Sept. 26, 2010     Dec. 27, 2009  
    (Unaudited)        
LIABILITIES AND EQUITY
               
 
               
Current liabilities
               
Accounts payable and current portion of film contracts payable
  $ 228,639     $ 252,585  
Compensation, interest and other accruals
    405,963       370,174  
Dividends payable
    9,766       9,703  
Income taxes
    27,038       45,085  
Deferred income
    230,772       222,556  
 
           
Total current liabilities
    902,178       900,103  
 
           
 
               
Income taxes
    162,967       206,115  
Long-term debt
    2,419,633       3,061,951  
Postretirement medical and life insurance liabilities
    169,120       185,433  
Pension liabilities
    700,777       708,133  
Other long-term liabilities
    241,980       260,918  
 
           
Total liabilities
    4,596,655       5,322,653  
 
           
 
               
Redeemable noncontrolling interest
    82,659       78,304  
 
           
 
               
Commitments and contingent liabilities (See Note 14)
               
 
               
Equity
               
Gannett Co., Inc. shareholders’ equity
               
Preferred stock of $1 par value per share
Authorized: 2,000,000 shares;
Issued: none
           
Common stock of $1 par value per share
Authorized: 800,000,000 shares;
Issued: 324,418,632 shares
    324,419       324,419  
Additional paid-in capital
    626,876       629,714  
Retained earnings
    6,710,062       6,324,586  
Accumulated other comprehensive loss
    (323,008 )     (316,832 )
 
           
 
    7,338,349       6,961,887  
 
           
Less treasury stock, 85,490,428 shares and 87,261,969 shares, respectively, at cost
    (5,314,749 )     (5,357,962 )
 
           
Total Gannett Co., Inc. shareholders’ equity
    2,023,600       1,603,925  
 
           
Noncontrolling interests
    162,395       143,550  
 
           
Total equity
    2,185,995       1,747,475  
 
           
 
               
Total liabilities, redeemable noncontrolling interest and equity
  $ 6,865,309     $ 7,148,432  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries

Unaudited, in thousands of dollars (except per share amounts)
                         
    Thirteen Weeks Ended        
    September 26,     September 27,     % Inc  
    2010     2009     (Dec)  
Net Operating Revenues:
                       
Publishing advertising
  $ 646,720     $ 681,415       (5.1 )
Publishing circulation
    264,627       278,701       (5.0 )
Digital
    157,669       142,955       10.3  
Broadcasting
    185,297       151,458       22.3  
All other
    58,022       57,607       0.7  
 
                 
Total
    1,312,335       1,312,136       0.0  
 
                 
 
                       
Operating Expenses:
                       
Cost of sales and operating expenses, exclusive of depreciation
    747,416       779,250       (4.1 )
Selling, general and administrative expenses, exclusive of depreciation
    289,443       279,177       3.7  
Depreciation
    44,479       50,382       (11.7 )
Amortization of intangible assets
    7,664       8,378       (8.5 )
Facility consolidation and asset impairment charges
    23,045       39,248       (41.3 )
 
                 
Total
    1,112,047       1,156,435       (3.8 )
 
                 
Operating income
    200,288       155,701       28.6  
 
                 
 
                       
Non-operating (expense) income:
                       
Equity income (loss) in unconsolidated investees, net
    7,041       (373 )     ***  
Interest expense
    (41,015 )     (38,064 )     7.8  
Other non-operating items
    2,374       3,570       (33.5 )
 
                 
Total
    (31,600 )     (34,867 )     (9.4 )
 
                 
 
                       
Income before income taxes
    168,688       120,834       39.6  
Provision for income taxes
    55,000       36,407       51.1  
 
                 
Income from continuing operations
    113,688       84,427       34.7  
Income from the operation of discontinued operations, net of tax
          766       ***  
 
                 
Net income
    113,688       85,193       33.4  
Net income attributable to noncontrolling interests
    (12,279 )     (11,441 )     7.3  
 
                 
Net income attributable to Gannett Co., Inc.
  $ 101,409     $ 73,752       37.5  
 
                 
 
                       
Income from continuing operations attributable to Gannett Co., Inc.
  $ 101,409     $ 72,986       38.9  
Income from the operation of discontinued operations, net of tax
          766       ***  
 
                 
Net income attributable to Gannett Co., Inc.
  $ 101,409     $ 73,752       37.5  
 
                 
 
                       
Earnings from continuing operations per share — basic
  $ 0.43     $ 0.31       38.7  
Earnings from discontinued operations
                       
Discontinued operations per share — basic
                ***  
 
                 
Net income per share — basic
  $ 0.43     $ 0.31       38.7  
 
                 
 
                       
Earnings from continuing operations per share — diluted
  $ 0.42     $ 0.31       35.5  
Earnings from discontinued operations
                       
Discontinued operations per share — diluted
                ***  
 
                 
Net income per share — diluted
  $ 0.42     $ 0.31       35.5  
 
                 
 
                       
Dividends per share
  $ 0.04     $ 0.04        
 
                 
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Gannett Co., Inc. and Subsidiaries

Unaudited, in thousands of dollars (except per share amounts)
                         
    Thirty-nine Weeks Ended        
    September 26,     September 27,     % Inc  
    2010     2009     (Dec)  
Net Operating Revenues:
                       
Publishing advertising
  $ 1,988,227     $ 2,120,474       (6.2 )
Publishing circulation
    813,713       859,891       (5.4 )
Digital
    452,411       428,469       5.6  
Broadcasting
    536,801       447,914       19.8  
All other
    185,911       197,117       (5.7 )
 
                 
Total
    3,977,063       4,053,865       (1.9 )
 
                 
 
                       
Operating Expenses:
                       
Cost of sales and operating expenses, exclusive of depreciation
    2,225,014       2,446,662       (9.1 )
Selling, general and administrative expenses, exclusive of depreciation
    877,267       871,244       0.7  
Depreciation
    138,104       158,736       (13.0 )
Amortization of intangible assets
    23,706       24,775       (4.3 )
Facility consolidation and asset impairment charges
    23,045       86,639       (73.4 )
 
                 
Total
    3,287,136       3,588,056       (8.4 )
 
                 
Operating income
    689,927       465,809       48.1  
 
                 
 
                       
Non-operating (expense) income:
                       
Equity income (loss) in unconsolidated investees, net
    15,077       (223 )     ***  
Interest expense
    (126,678 )     (130,946 )     (3.3 )
Other non-operating items
    (1,083 )     22,609       ***  
 
                 
Total
    (112,684 )     (108,560 )     3.8  
 
                 
 
                       
Income before income taxes
    577,243       357,249       61.6  
Provision for income taxes
    159,213       116,035       37.2  
 
                 
Income from continuing operations
    418,030       241,214       73.3  
(Loss) income from the operation of discontinued operations, net of tax
    (322 )     35       ***  
Gain on disposal of publishing businesses, net of tax
    21,195             ***  
 
                 
Net income
    438,903       241,249       81.9  
Net income attributable to noncontrolling interests
    (24,837 )     (19,581 )     26.8  
 
                 
Net income attributable to Gannett Co., Inc.
  $ 414,066     $ 221,668       86.8  
 
                 
 
                       
Income from continuing operations attributable to Gannett Co., Inc.
  $ 393,193     $ 221,633       77.4  
(Loss) income from the operation of discontinued operations, net of tax
    (322 )     35       ***  
Gain on disposal of publishing businesses, net of tax
    21,195             ***  
 
                 
Net income attributable to Gannett Co., Inc.
  $ 414,066     $ 221,668       86.8  
 
                 
 
                       
Earnings from continuing operations per share — basic
  $ 1.65     $ 0.95       73.7  
Earnings from discontinued operations
                       
Discontinued operations per share — basic
                ***  
Gain on disposal of publishing businesses per share — basic
    0.09             ***  
 
                 
Net income per share — basic
  $ 1.74     $ 0.95       83.2  
 
                 
 
                       
Earnings from continuing operations per share — diluted
  $ 1.63     $ 0.94       73.4  
Earnings from discontinued operations
                       
Discontinued operations per share — diluted
                ***  
Gain on disposal of publishing businesses per share — diluted
    0.09             ***  
 
                 
Earnings per share — diluted
  $ 1.72     $ 0.94       83.0  
 
                 
 
                       
Dividends per share
  $ 0.12     $ 0.12        
 
                 
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
                 
    Thirty-nine Weeks Ended  
    September 26,     September 27,  
    2010     2009  
Cash flows from operating activities:
               
Net income
  $ 438,903     $ 241,249  
Adjustments to reconcile net income to operating cash flows:
               
Debt exchange gain
          (42,746 )
Gain on sale of discontinued operations, net of tax
    (21,195 )      
Depreciation and amortization
    162,618       185,210  
Facility consolidation and asset impairment charges
    23,045       114,674  
Pension expense, net of pension contributions
    (10,114 )     (14,289 )
Equity income in unconsolidated investees, net
    (15,077 )     223  
Stock-based compensation — equity awards
    21,528       15,867  
Change in other assets and liabilities, net
    83,975       117,646  
 
           
 
               
Net cash flow from operating activities
    683,683       617,834  
 
           
 
               
Cash flows from investing activities:
               
Purchase of property, plant and equipment
    (36,873 )     (45,752 )
Payments for acquisitions, net of cash acquired
    (15,164 )     (6,698 )
Payments for investments
    (5,316 )     (8,274 )
Proceeds from investments
    16,387       15,404  
Proceeds from sale of assets
    105,551       22,156  
 
           
 
               
Net cash provided by (used for) investing activities
    64,585       (23,164 )
 
           
 
               
Cash flows from financing activities:
               
(Payments of) proceeds from borrowings under revolving credit agreements
    (647,000 )     169,000  
Payments of unsecured floating rate notes
          (630,501 )
Dividends paid
    (28,561 )     (109,886 )
Proceeds from issuance of common stock upon exercise of stock options
    1,004        
 
           
 
               
Net cash used for financing activities
    (674,557 )     (571,387 )
 
           
Effect of currency exchange rate change
    (74 )     1,537  
 
           
 
               
Net increase in cash and cash equivalents
    73,637       24,820  
Balance of cash and cash equivalents at beginning of period
    98,795       98,949  
 
           
Balance of cash and cash equivalents at end of period
  $ 172,432     $ 123,769  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 26, 2010
NOTE 1 — Basis of presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Gannett Co., Inc. (the Company) have been prepared in accordance with 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. The financial statements covering the thirteen week and year-to-date periods ended September 26, 2010, and the comparable periods of 2009, reflect all adjustments which, in the opinion of the Company, are necessary for a fair statement of results for the interim periods and reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented.
During the thirteen week period ended June 27, 2010, the company completed the sale of The Honolulu Advertiser as well as a small directory publishing operation in Michigan. Income from continuing operations for the third quarter and year-to-date periods exclude the disposition gains and operating results from these former properties which have been reclassified to discontinued operations. Amounts applicable to discontinued operations, which have been reclassified in the Statements of Income for the thirteen week and thirty-nine periods ended September 27, 2009 and thirty-nine week period ended September 26, 2010, are as follows:
         
    Thirteen Weeks Ended  
(in thousands of dollars)   September 27, 2009  
Revenues
  $ 24,447  
Pretax income
  $ 1,259  
Net income
  $ 766  
                 
    Thirty-nine Weeks Ended     Thirty-nine Weeks Ended  
(in thousands of dollars)   September 26, 2010     September 27, 2009  
Revenues
  $ 32,710     $ 73,789  
Pretax (loss)/Income
  $ (758 )   $ 100  
Net (loss)/Income
  $ (322 )   $ 35  
Gains (after tax)
  $ 21,195   $  

 

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NOTE 2 — Facility consolidation and asset impairment charges
Difficult business conditions required the Company to perform impairment tests on certain assets including goodwill, other intangible assets, other long lived assets, investments accounted for under the equity method and property, plant and equipment during 2010 and 2009. As a result, the Company recorded non-cash impairment charges to reduce the book value of certain of those assets. In addition, an impairment charge was taken to reduce the value of certain publishing assets sold in 2009 to fair value less costs to sell.
A summary of these charges is presented below:
                                                 
                                    Per Diluted Share  
    Pre Tax Amount (a)     After Tax Amount (a)     Amount (a)  
    Thirteen Weeks Ended     Thirteen Weeks Ended     Thirteen Weeks Ended  
    Sept. 26,     Sept. 27,     Sept. 26,     Sept. 27,     Sept. 26,     Sept. 27,  
(in millions, except per share amounts)   2010     2009     2010     2009     2010     2009  
Goodwill:
                                               
Digital
  $ 11     $     $ 11     $     $ 0.04     $  
 
Other intangible assets:
                                               
Digital
    2             1                    
Property, plant and equipment:
                                               
Publishing
    2       31       1       20             0.08  
Broadcasting
    4       3       3       2       0.01       0.01  
 
                                   
Total property, plant and equipment
    6       35       3       22       0.01       0.09  
 
                                   
Other:
                                               
Publishing
    1       1                          
Broadcasting
    4       4       3       2       0.01       0.01  
 
                                   
Total other
    5       4       3       3       0.01       0.01  
 
                                   
Total facility consolidation and asset impairment charges
    23       39       18       24       0.08       0.10  
 
                                   
Equity method investment
          5             4             0.02  
 
                                   
 
Total charges
  $ 23     $ 45     $ 18     $ 29     $ 0.08     $ 0.12  
 
                                   
     
(a)   Total amounts may not sum due to rounding.
                                                 
                                    Per Diluted Share  
    Pre Tax Amount (a)     After Tax Amount (a)     Amount (a)  
    Thirty-nine Weeks Ended     Thirty-nine Weeks Ended     Thirty-nine Weeks Ended  
    Sept. 26,     Sept. 27,     Sept. 26,     Sept. 27,     Sept. 26,     Sept. 27,  
(in millions, except per share amounts)   2010     2009     2010     2009     2010     2009  
Goodwill:
                                               
Digital
  $ 11     $     $ 11     $     $ 0.04     $  
Publishing
          17             10             0.04  
Other intangible assets:
                                               
Digital
    2             1                    
Property, plant and equipment:
                                               
Publishing
    2       56       1       35             0.15  
Broadcasting
    4       3       3       2       0.01       0.01  
 
                                   
Total property, plant and equipment
    6       59       3       37       0.01       0.16  
 
                                   
 
Other:
                                               
Publishing
    1       5             3             0.01  
Broadcasting
    4       5       3       3       0.01       0.01  
 
                                   
Total other
    5       10       3       6       0.01       0.03  
 
                                   
Total facility consolidation and asset impairment charges
    23       87       18       54       0.08       0.23  
 
                                   
Impairment of publishing assets held for sale
          28             24             0.10  
Equity method investment
          5             4             0.02  
 
                                   
 
Total charges
  $ 23     $ 120     $ 18     $ 83     $ 0.08     $ 0.35  
 
                                   
     
(a)   Total amounts may not sum due to rounding.

 

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2010
The goodwill impairment charge results from the application of the impairment testing provisions included within the goodwill subtopic of Accounting Standards Codification (ASC) Topic 350. Because revenue results from the underlying business have softened from what was expected at the time the asset was last valued, testing for a certain digital reporting unit was updated during the third quarter of 2010 and an impairment was indicated. The fair value of the reporting unit was determined based on a discounted cash flow technique. The implied value of goodwill for this reporting unit was less than the carrying amount by $11 million and therefore an impairment charge in this amount was taken. No deferred tax benefits were recognized for the goodwill charge and therefore the after-tax effect of the impairment was $11 million or $0.04 per share.
The impairment charge of $2 million for other intangible assets for this same reporting unit results from carrying values being reduced for certain developed technology in accordance with ASC Topic 360. Deferred tax benefits have been recognized for this intangible asset impairment charge and therefore the total after-tax impact was $1 million or $0.00 per share.
The carrying values of property, plant and equipment at certain publishing and broadcast businesses were evaluated in the third quarter of 2010 due to facility consolidation efforts and changes in expected useful lives. The Company revised the useful lives of certain assets, which were taken out of service during the quarter or for which management has committed to a plan to discontinue use in the near future, in order to reflect the use of those assets over a shortened useful life. As a result of the evaluation, the Company recorded pre-tax charges of $6 million in the third quarter. Deferred tax benefits were recognized for these charges and, therefore, the third quarter after-tax impact was $3 million or $0.01 per share.
The charges in the third quarter of 2010 included in the “Other” category above include primarily the impairment of certain broadcast assets.
2009
The goodwill impairment charge results from the application of the impairment testing provisions included within the goodwill subtopic ASC Topic 350. Because of difficult business conditions, testing for certain reporting units was updated during the third quarter of 2009. For one of the reporting units in the publishing segment, an impairment was indicated. The fair value of the reporting unit was determined using a multiple of earnings technique. The implied value of goodwill for this reporting unit was less than the carrying amount by $17 million, and therefore an impairment charge in this amount was taken. Deferred tax benefits were recognized for this charge and therefore the after-tax effect of the goodwill impairment was $10 million or $0.04 per share.
The carrying values of property, plant and equipment at certain publishing businesses were evaluated in the second and third quarters of 2009 due to softening business conditions. The recoverability of these assets was measured in accordance with the requirements included within ASC Topic 360. This process indicated that the carrying values of certain assets were not recoverable, as the expected undiscounted future cash flows to be generated by them were less than their carrying values. The related impairment loss was measured based on the amount by which the asset carrying value exceeded fair value. Asset group fair values were determined using a discounted cash flow technique. Certain asset fair values were based on estimates of prices for similar assets. As a result of the application of the requirements of ASC Topic 360, the Company recorded third quarter and year-to-date pre-tax charges of $35 million and $59 million, respectively. Deferred tax benefits were recognized for these charges and therefore the third quarter and year-to-date after-tax impact was $22 million or $0.09 per share and $37 million or $0.16 per share, respectively.
The charges in the third quarter of 2009 included in the “Other” category above include shut down costs as well as the impairment of certain broadcast assets.
In the second quarter of 2009, in accordance with ASC Topic 360, the Company recorded an impairment charge to reduce the value of certain publishing assets sold in 2009 to fair value less costs to sell. Fair value was determined using a discounted cash flow technique that included the cash flows associated with the expected disposition. This impairment charge was $28 million pre-tax and $24 million after-tax, or $0.10 per share. The charge is reflected in “Other non-operating items” in the Condensed Consolidated Statements of Income.
In the third quarter of 2009, for an investment in which the Company owns a noncontrolling interest, carrying value was written down to fair value because the business underlying the investment had experienced significant and sustained operating losses, leading the Company to conclude that it was other than temporarily impaired. This investment carrying value adjustment was $5 million pre-tax and $4 million on an after-tax basis, or $0.02 per share.

 

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NOTE 3 — Goodwill and other intangible assets
The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets at September 26, 2010 and December 27, 2009.
                                 
    September 26, 2010     December 27, 2009  
            Accumulated             Accumulated  
(in thousands of dollars)   Gross     Amortization     Gross     Amortization  
 
                               
Goodwill
  $ 2,842,250     $     $ 2,854,247     $  
Indefinite-lived intangibles:
                               
Mastheads and trade names
    110,003             110,319        
Television station FCC licenses
    255,304             255,304        
Amortizable intangible assets:
                               
Customer relationships
    312,840       160,083       311,840       141,902  
Other
    56,927       30,034       58,329       28,280  
Amortization expense was $7.7 million in the quarter ended September 26, 2010 and $23.7 million year-to-date. For the third quarter and year-to-date of 2009, amortization expense was $8.4 million and $24.8 million, respectively. Customer relationships, which include subscriber lists and advertiser relationships, are amortized on a straight-line basis over three to 25 years. Other intangibles primarily include commercial printing relationships, internally developed technology, patents and amortizable trade names. These assets were assigned lives of between three and 21 years and are amortized on a straight-line basis.
The following table summarizes the changes in the Company’s net goodwill balance through September 26, 2010.
                                 
(in thousands of dollars)   Publishing     Digital     Broadcasting     Total  
Balance at December 27, 2009
                               
Goodwill
  $ 7,677,800     $ 670,976     $ 1,618,429     $ 9,967,205  
Accumulated impairment losses
    (7,086,958 )     (26,000 )           (7,112,958 )
 
                       
Total
    590,842       644,976       1,618,429       2,854,247  
 
                       
 
                               
Activity during the period
                               
Acquisitions and adjustments
    1,476       8,387             9,863  
Dispositions
    (5,927 )                 (5,927 )
Impairment
          (10,603 )           (10,603 )
Foreign currency exchange rate changes
    (2,258 )     (3,153 )     81       (5,330 )
 
                       
Total
    (6,709 )     (5,369 )     81       (11,997 )
 
                       
 
                               
Balance at September 26, 2010
                               
Goodwill
    7,644,315       676,210       1,618,510       9,939,035  
Accumulated impairment losses
    (7,060,182 )     (36,603 )           (7,096,785 )
 
                       
Total
  $ 584,133     $ 639,607     $ 1,618,510     $ 2,842,250  
 
                       

 

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NOTE 4 — Long-term debt
The long-term debt of the Company is summarized below:
                 
    September 26,     December 27,  
In thousands of dollars   2010     2009  
 
               
Unsecured notes bearing fixed rate interest at 5.75% due June 2011
  $ 433,059     $ 432,648  
Unsecured floating rate term loan due July 2011
    230,000 (1)     230,000  
Borrowings under revolving credit agreements expiring March 2012
    734,000 (1)     1,381,000  
Unsecured notes bearing fixed rate interest at 6.375% due April 2012
    306,363       306,260  
Unsecured notes bearing fixed rate interest at 8.75% due November 2014
    246,763       246,304  
Unsecured notes bearing fixed rate interest at 10% due June 2015
    57,661       56,684  
Unsecured notes bearing fixed rate interest at 10% due April 2016
    165,037       162,531  
Unsecured notes bearing fixed rate interest at 9.375% due November 2017
    246,750       246,524  
 
           
Total long-term debt
  $ 2,419,633     $ 3,061,951  
 
           
     
(1)   On Sept. 27, 2010, subsequent to the close of the third quarter, the Company completed the private placement of unsecured senior notes totaling $500 million. Net proceeds from this were used to reduce borrowings under the term loan by $48 million and the revolving credit agreements by $435 million. On Sept. 30, 2010, the revolving credit agreements were amended to extend their expiration dates to Sept. 30, 2014 for the majority of its lenders.
For the first nine months of 2010, the Company’s long-term debt was reduced by $642 million reflecting repayments of borrowings under the revolving credit agreements of $647 million partially offset by debt discount amortization.
As more fully described in “Note 15 — Subsequent events”, the Company completed the private placement of unsecured senior notes totaling $500 million and amended its revolving credit agreements.
NOTE 5 — Retirement plans
The Company and its subsidiaries have various retirement plans, including plans established under collective bargaining agreements. The Gannett Retirement Plan is the Company’s principal retirement plan. The Company’s pension costs, which include costs for qualified, nonqualified and union plans are presented in the following table:
                                 
    Thirteen Weeks Ended     Thirty-nine Weeks Ended  
    Sept. 26,     Sept. 27,     Sept. 26,     Sept. 27,  
(in millions of dollars)   2010     2009     2010     2009  
 
                               
Service cost-benefits earned during the period
  $ 3.4     $ 2.8     $ 11.0     $ 11.0  
Interest cost on benefit obligation
    41.4       42.8       132.9       132.5  
Expected return on plan assets
    (44.8 )     (40.8 )     (144.2 )     (127.1 )
Amortization of prior service cost
    1.6       0.6       5.1       1.7  
Amortization of actuarial loss
    11.6       11.6       36.3       35.8  
 
                       
Pension expense for Company-sponsored retirement plans
    13.2       17.0       41.1       53.9  
Curtailment gain
                (0.6 )      
Settlement gain
                      (39.8 )
Union and other pension cost
    1.3       1.3       3.9       3.8  
 
                       
 
                               
Pension cost
  $ 14.5     $ 18.3     $ 44.4     $ 17.9  
 
                       
During 2010, the Company made voluntary contributions of $30 million to the Gannett Retirement Plan.

 

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During the first quarter of 2009, the Company reached an agreement with one of its unions for a complete withdrawal from the union’s underfunded pension plan and release from any future obligations with respect thereto. Under the agreement, the Company made final settlement payments of $7.3 million and $7.7 million in May 2009 and May 2010, respectively. As a result of this agreement, the Company recognized a pre-tax pension settlement gain of $39.8 million in the first quarter of 2009.
NOTE 6 — Postretirement benefits other than pension
The Company provides health care and life insurance benefits to certain retired employees who meet age and service requirements. Most of the Company’s retirees contribute to the cost of these benefits and retiree contributions are increased as actual benefit costs increase. The Company’s policy is to fund benefits as claims and premiums are paid. Postretirement benefit costs for health care and life insurance are presented in the following table:
                                 
    Thirteen Weeks Ended     Thirty-nine Weeks Ended  
    Sept. 26,     Sept. 27,     Sept. 26,     Sept. 27,  
(in millions of dollars)   2010     2009     2010     2009  
 
                               
Service cost-benefits earned during the period
  $ 0.2     $ 0.4     $ 0.6     $ 1.2  
Interest cost on net benefit obligation
    2.6       3.5       7.9       10.5  
Amortization of prior service credit
    (4.8 )     (3.9 )     (14.5 )     (11.7 )
Amortization of actuarial loss
    1.2       1.4       3.6       4.2  
 
                       
Net periodic postretirement benefit (credit) cost
  $ (0.8 )   $ 1.4     $ (2.4 )   $ 4.2  
 
                       
NOTE 7 — Income taxes
The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was approximately $125.7 million as of December 27, 2009 and $122.6 million as of the end of the third quarter of 2010. These amounts reflect the federal tax benefit of state tax deductions. Excluding the federal tax benefit of state tax deductions, the total amount of unrecognized tax benefits as of December 27, 2009 was $191.7 million and as of September 26, 2010 was $179.9 million. The $11.8 million decrease reflects a reduction for the lapse of statutes of limitations of $33.6 million, of which $31.9 million is related to the sale of a business in a prior year, reductions for tax positions of prior years of $15.3 million and settlements of $1.7 million related to state audit agreements. The decline from these factors is partially offset by an increase for prior year tax positions of $26.6 million and additions in the current year of $12.2 million.
The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company also recognizes interest income attributable to overpayment of income taxes as a component of income tax expense and it recognizes interest credits for the reversal of interest expense previously recorded for uncertain tax positions which are subsequently released. The Company recognized interest and penalty expense (income), net, of $0.2 million and $1.3 million during the third quarters of 2010 and 2009, respectively, and $(37.0) million and $(1.0) million for the year-to-date 2010 and 2009 periods, respectively. The amount of net accrued interest and penalties related to uncertain tax benefits as of December 27, 2009 was approximately $73.7 million and as of September 26, 2010, was approximately $39.4 million. The net decline relates to the matters affecting unrecognized tax benefits as discussed in the preceding paragraph.
The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The 2005 through 2009 tax years remain subject to examination by the IRS. The 2005 through 2009 tax years generally remain subject to examination by state authorities, and the years 2003-2009 are subject to examination in the UK. In addition, tax years prior to 2005 remain subject to examination by certain states primarily due to the filing of amended tax returns upon settlement of the IRS examination for those years and due to ongoing audits.
It is reasonably possible that the amount of unrecognized benefits with respect to certain of the Company’s unrecognized tax positions will significantly 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, the Company estimates that the amount of its gross unrecognized tax positions may decrease by up to approximately $35 million within the next 12 months.

 

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NOTE 8 — Supplemental shareholders’ equity information
The following table summarizes the shareholders’ equity for the thirty-nine weeks ended September 26, 2010 and September 27, 2009. The redeemable noncontrolling interest accretion relates to redeemable stock held by a noncontrolling owner of CareerBuilder that provides a fixed return on the noncontrolling owner’s investment.
                         
    Gannett Co., Inc.              
    Shareholders’     Noncontrolling        
(in thousands of dollars)   Equity     Interest     Total Equity  
 
                       
Balance at Dec. 27, 2009
  $ 1,603,925     $ 143,550     $ 1,747,475  
Comprehensive income:
                       
Net income
    414,066       24,837       438,903  
Less: Redeemable noncontrolling interest accretion
(income not available to shareholders)
          (4,355 )     (4,355 )
Other comprehensive loss
    (6,176 )     (2,015 )     (8,191 )
Dividends declared
    (28,590 )           (28,590 )
Stock option and restricted stock compensation
    21,528             21,528  
401(k) match
    17,456             17,456  
Dispositions
          378       378  
Other activity
    1,391             1,391  
 
                 
Balance at September 26, 2010
  $ 2,023,600     $ 162,395     $ 2,185,995  
 
                 
                         
    Gannett Co., Inc.              
    Shareholders’     Noncontrolling        
(in thousands of dollars)   Equity     Interest     Total Equity  
 
                       
Balance at Dec. 28, 2008
  $ 1,055,882     $ 118,806     $ 1,174,688  
Comprehensive income:
                       
Net income
    221,668       19,581       241,249  
Less: Redeemable noncontrolling interest accretion
(income not available to shareholders)
          (4,052 )     (4,052 )
Other comprehensive income
    65,852       3,118       68,970  
Dividends declared
    (27,944 )           (27,944 )
Stock option and restricted stock compensation
    15,867             15,867  
401(k) match
    40,742             40,742  
Other activity
    6,514             6,514  
 
                 
Balance at September 27, 2009
  $ 1,378,581     $ 137,453     $ 1,516,034  
 
                 

 

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The table below presents the components of comprehensive income for the third quarter and year-to-date periods of 2010 and 2009. Other comprehensive income (loss) consists primarily of foreign currency translation, pension liability adjustments and interest rate swap mark-to-market adjustments.
                                 
    Thirteen Weeks Ended     Thirty-nine Weeks Ended  
    Sept. 26,     Sept. 27,     Sept. 26,     Sept. 27,  
(in thousands of dollars)   2010     2009     2010     2009  
 
                               
Net income
  $ 113,688     $ 85,193     $ 438,903     $ 241,249  
Less: Redeemable noncontrolling interest accretion
(income not available to shareholders)
    (1,517 )     (1,411 )     (4,355 )     (4,052 )
Other comprehensive income (loss):
                               
Foreign currency translation adjustment
    36,916       (16,202 )     (9,695 )     58,909  
Other
    (7,576 )     5,639       1,504       10,061  
 
                       
Total other comprehensive income (loss)
    29,340       (10,563 )     (8,191 )     68,970  
 
                       
Total comprehensive income
    141,511       73,219       426,357       306,167  
 
                       
Comprehensive income attributable to the noncontrolling interest
    16,423       12,752       18,467       18,647  
 
                       
Comprehensive income attributable to Gannett Co., Inc.
  $ 125,088     $ 60,467     $ 407,890     $ 287,520  
 
                       
NOTE 9 — Fair value measurement
The Company measures and records in the accompanying condensed consolidated financial statements certain assets at fair value. ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the company’s 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 estimates and assumptions developed by the Company, which reflect those that a market participant would use.
The following table summarizes the financial instruments measured at fair value in the accompanying condensed consolidated balance sheet as of September 26, 2010 (in thousands):
                                 
    Fair Value Measurements as of  
    September 26, 2010  
    Level 1     Level 2     Level 3     Total  
Employee compensation related investments
  $ 14,690     $     $     $ 14,690  
Rabbi trust investments
  $ 25,668     $     $     $ 25,668  
During the twenty-six weeks ending June 27, 2010, the Company sold auction rate securities held by CareerBuilder, receiving proceeds of $28.4 million and recording a gain of $2.1 million.
The fair value of the Company’s total long-term debt, determined based on quoted market prices for the individual tranches of debt, totaled $2.5 billion at September 26, 2010.
In addition, the Company holds investments in non-public businesses in which the Company does not have control and does not exert significant influence. Such investments are carried at cost and are reduced for any impairment losses resulting from periodic evaluations of the carrying value of the investment. At September 26, 2010 and December 27, 2009, the aggregate carrying amount of such investments was $12 million and $16 million, respectively. At June 27, 2010, the Company concluded that one of its investments had an other-than-temporary impairment. Therefore, the carrying value of this investment was written down to fair value. No events or changes in circumstances have occurred since December 27, 2009 that suggest a significant and adverse effect on the fair value of the remaining $12 million in investments. Accordingly, the Company did not evaluate such investments for impairment in 2010.

 

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NOTE 10 — Business segment information
The Company has determined that its reportable segments based on its management and internal reporting structures are publishing, digital, and broadcasting. Publishing includes U.S. Community Publishing, Newsquest operations in the UK and the USA TODAY group. The digital segment includes CareerBuilder, ShopLocal, Schedule Star, Planet Discover, PointRoll and Ripple6. Broadcasting includes the Company’s 23 television stations and Captivate.
                         
    Thirteen weeks ended        
    Sept. 26,     Sept. 27,     % Inc  
(unaudited, in thousands of dollars)   2010     2009     (Dec)  
Net Operating Revenues:
                       
Publishing
  $ 969,369     $ 1,017,723       (4.8 )
Digital
    157,669       142,955       10.3  
Broadcasting
    185,297       151,458       22.3  
 
                 
Total
  $ 1,312,335     $ 1,312,136       0.0  
 
                 
 
                       
Operating Income (net of depreciation, amortization and facility consolidation and asset impairment charges):
                       
Publishing
  $ 130,886     $ 101,208       29.3  
Digital
    15,728       24,646       (36.2 )
Broadcasting
    66,606       43,026       54.8  
Corporate
    (12,932 )     (13,179 )     (1.9 )
 
                 
Total
  $ 200,288     $ 155,701       28.6  
 
                 
Depreciation, amortization and facility consolidation and asset impairment charges:
                       
Publishing
  $ 35,137     $ 69,967       (49.8 )
Digital
    19,883       8,604       ***  
Broadcasting
    16,228       15,475       4.9  
Corporate
    3,940       3,962       (0.6 )
 
                 
Total
  $ 75,188     $ 98,008       (23.3 )
 
                 

 

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    Thirty-Nine Weeks Ended        
    Sept. 26,     Sept. 27,     % Inc  
    2010     2009     (Dec)  
Net Operating Revenues:
                       
Publishing
  $ 2,987,851     $ 3,177,482       (6.0 )
Digital
    452,411       428,469       5.6  
Broadcasting
    536,801       447,914       19.8  
 
                 
Total
  $ 3,977,063     $ 4,053,865       (1.9 )
 
                 
 
                       
Operating Income (net of depreciation, amortization and facility consolidation and asset impairment charges):
                       
Publishing
  $ 475,649     $ 327,977       45.0  
Digital
    46,571       41,852       11.3  
Broadcasting
    213,488       137,405       55.4  
Corporate
    (45,781 )     (41,425 )     10.5  
 
                 
Total
  $ 689,927     $ 465,809       48.1  
 
                 
Depreciation, amortization and facility consolidation and asset impairment charges:
                       
Publishing
  $ 104,416     $ 197,806       (47.2 )
Digital
    35,924       26,534       35.4  
Broadcasting
    32,580       33,745       (3.5 )
Corporate
    11,935       12,065       (1.1 )
 
                 
Total
  $ 184,855     $ 270,150       (31.6 )
 
                 
NOTE 11 — Derivative instruments and hedging activities
In August 2007, the Company entered into three interest rate swap agreements totaling a notional amount of $750 million in order to mitigate the volatility of interest rates. These agreements, which expired in May 2009, effectively fixed the interest rate on the $750 million in floating rate notes due May 2009 at 5.0125%. These instruments were designated as cash flow hedges in accordance with ASC Topic 815, “Derivatives and Hedging,” and changes in fair value were recorded through accumulated other comprehensive loss with a corresponding adjustment to other long-term liabilities. As a result of a tender offer and strategic redemptions of part of the floating rate notes during the fourth quarter of 2008 and first quarter of 2009, the cash flow hedging treatment was discontinued for interest rate swaps associated with approximately $186.6 million of notional value on the retired floating rate notes. Amounts recorded in accumulated other comprehensive income (loss) related to the discontinued cash flow hedges were reclassified into earnings and subsequent changes to the fair value of the interest rate swaps were recorded through earnings. Year-to-date 2009 expense associated with the derivatives designated as hedges under ASC Topic 815, which is classified as “Interest expense” on the Company’s Condensed Consolidated Income Statement, was $7.7 million. Year-to-date 2009 expense associated with the derivatives not designated as hedges under ASC Topic 815, which is classified as “Other non-operating items” on the Company’s Condensed Consolidated Income Statement, was $0.6 million.

 

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NOTE 12 — Earnings per share
The Company’s earnings per share (basic and diluted) are presented below:
                                 
    Thirteen weeks ended     Thirty-nine weeks ended  
(in thousands except per share amounts)   Sept. 26, 2010     Sept. 27, 2009     Sept. 26, 2010     Sept. 27, 2009  
Income from continuing operations attributable to Gannett Co., Inc.
  $ 101,409     $ 72,986     $ 393,193     $ 221,633  
(Loss) income from the operation of discontinued operations, net of tax
          766       (322 )     35  
Gains on disposal of publishing businesses, net of tax
                21,195        
 
                       
Net income attributable to Gannett Co., Inc.
  $ 101,409     $ 73,752     $ 414,066     $ 221,668  
 
                       
 
                               
Weighted average number of common shares outstanding — basic
    238,467       235,379       238,012       232,769  
Effect of dilutive securities
                               
Stock options
    1,682       2,202       1,640       1,011  
Restricted stock
    1,716       1,234       1,672       1,057  
 
                       
Weighted average number of common shares outstanding — diluted
    241,865       238,815       241,324       234,837  
 
                       
 
                               
Earnings from continuing operations per share — basic
  $ 0.43     $ 0.31     $ 1.65     $ 0.95  
Earnings from discontinued operations
                               
Discontinued operations per share — basic
                       
Gains on disposal of publishing businesses per share — basic
                0.09        
 
                       
Net income per share — basic
  $ 0.43     $ 0.31     $ 1.74     $ 0.95  
 
                       
 
                               
Earnings from continuing operations per share — diluted
  $ 0.42     $ 0.31     $ 1.63     $ 0.94  
Earnings from discontinued operations
                               
Discontinued operations per share — diluted
                       
Gains on disposal of publishing businesses per share — diluted
                0.09        
 
                       
Net income per share — diluted
  $ 0.42     $ 0.31     $ 1.72     $ 0.94  
 
                       

 

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NOTE 13 Consolidated Statement of Cash Flows
In the thirteen weeks ended June 27, 2010, the Company received a five-year amortizing secured promissory note with a present value of $29 million in connection with the disposition of publishing operations.
NOTE 14 Litigation
The Company and a number of its subsidiaries are defendants in judicial and administrative proceedings involving matters incidental to their business. The Company’s management does not believe that any material liability will be imposed as a result of these matters.
NOTE 15 — Subsequent events
On September 27, 2010, subsequent to the close of the third quarter, the Company completed the private placement of unsecured senior notes totaling $500 million in two tranches: $250 million with a coupon of 6.375% due 2015 and $250 million with a coupon of 7.125% due 2018. The 2015 notes were priced at 98.970% of face value, resulting in a yield to maturity of 6.625%. The 2018 notes were priced at 98.527% of face value, resulting in a yield to maturity of 7.375%. The 2015 notes and 2018 notes (together, New Notes) were made available in a private offering that is exempt from the registration requirements of the Securities Act of 1933 (Securities Act). The New Notes are guaranteed on a senior basis by the subsidiaries of the Company that guarantee its revolving credit facilities, its term loan and its notes maturing in 2014 and thereafter. The Company used the net proceeds of the offering to partially repay borrowings outstanding under its revolving credit facilities and term loan. The New Notes and the subsidiary guarantees have not been registered under the Securities Act, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
On September, 30, 2010, the Company amended its revolving credit agreements and extended the maturity date for the majority of its lenders from March 15, 2012 to September 30, 2014. Total commitments under the amended revolving credit agreements are $1.63 billion through March 15, 2012 and total extended commitments from March 15, 2012 to September 30, 2014 will be $1.14 billion.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company believes that its market risk from financial instruments, such as accounts receivable, accounts payable and debt, is not material. The Company is exposed to foreign exchange rate risk primarily due to its operations in the United Kingdom, for which the British pound is the functional currency. If the price of the British pound against the U.S. dollar had been 10% more or less than the actual price, operating income for the third quarter and year-to-date period of 2010 would have increased or decreased approximately 1%.
At the end of the third quarter of 2010, the Company had approximately $964 million in long-term floating rate obligations outstanding. A 1/2% increase or decrease in the average interest rate for these obligations would result in an increase or decrease in annualized interest expense of $5 million.
The fair value of the Company’s long-term debt, determined based on quoted market prices for the individual tranches of debt, totaled $2.5 billion at September 26, 2010.
Item 4. Controls and Procedures
Based on their evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective, as of September 26, 2010, to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There have been no changes in the Company’s internal controls or in other factors during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

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PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no share repurchases in the third quarter of 2010. The approximate dollar value of shares that may yet be purchased under the program is $808.9 million. While there is no expiration date for the repurchase program, the Board of Directors reviews the authorization of the program annually.
Item 5. Other Information
On October 29, 2010, Gannett adopted the Key Executive Life Insurance Plan (the Plan). The Plan replaces the company-paid group term life insurance program for those key executive officers who participate in the Plan. Craig A. Dubow, Gracia C. Martore and other participants in Gannett’s existing executive life insurance program will not participate in the Plan. Under the Plan, Gannett will make annual premium payments on individual life insurance policies owned by the participants. With continued employment, and for all vested participants, Gannett will pay premiums until the later of five years of Plan participation or age 62. If provided in his or her participation agreement, a participant will vest in his or her right to receive the premiums if the participant terminates employment after attaining both five years of service at Gannett and age 55. If a participant is not vested when the participant’s employment ends, payments will cease. If an executive is not able to meet the underwriting requirements, Gannett may pay to the executive an amount comparable to the premium payments that such person would have received if he or she had been approved at standard underwriting rates in lieu of participating in the Plan. Robert J. Dickey and David L. Hunke are the only existing named executive officers who are expected to participate in the Plan. As a result of their prior service, Mr. Hunke would be vested and Mr. Dickey would be eligible for vesting if his employment continues until he reaches age 55. Mr. Dickey, Mr. Hunke and the other key executive officers who are expected to participate in the Plan were not executive officers of Gannett when individual life insurance policies were last issued under the existing executive life insurance program. Subject to completion of underwriting by the insurance carrier, the annual life insurance premiums payable by Gannett for 2011 are expected to be approximately $37,000 for Mr. Dickey and approximately $51,000 for Mr. Hunke. Executives are required to pay withholding taxes on the annual premiums or other amounts payable by Gannett in connection with the Plan.
Item 6. Exhibits
Incorporated by reference to the Exhibit Index attached hereto and made a part hereof.

 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
Date: November 1, 2010  GANNETT CO., INC.
 
 
  /s/ George R. Gavagan    
  George R. Gavagan   
  Vice President and Controller
(on behalf of Registrant and as Chief Accounting Officer) 
 
 

 

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EXHIBIT INDEX
         
Exhibit        
Number   Exhibit   Location
 
       
3-1
  Third Restated Certificate of Incorporation of Gannett Co., Inc.   Incorporated by reference to Exhibit 3.1 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007.
 
       
3-2
  Amended by-laws of Gannett Co., Inc.   Incorporated by reference to Exhibit 3-2 to Gannett Co., Inc.’s Form 10-Q for the fiscal quarter ended June 27, 2010.
 
       
4-1
  Specimen Certificate for Gannett Co., Inc.’s common stock, par value $1.00 per share.   Incorporated by reference to Exhibit 2 to Gannett Co., Inc.’s Form 8-B filed on June 14, 1972.
 
       
10-1
  Key Executive Life Insurance Plan dated October 29, 2010.*   Attached.
 
       
10-2
  Form of Participation Agreement under Key Executive Life Insurance Plan.*   Attached.
 
       
10-3
  Fourth Amendment, dated as of August 25, 2010, to Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004.   Attached.
 
       
10-4
  Fourth Amendment, dated as of August 25, 2010, to Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004, and effective as of January 5, 2005.   Attached.
 
       
10-5
  Fourth Amendment, dated as of August 25, 2010, to Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as December 13, 2004 and effective as of January 5, 2005.   Attached.
 
       
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 September 26, 2010, formatted in XBRL includes: (i) Condensed Consolidated Statements of Income for the fiscal quarter and year-to-date periods ended September 26, 2010 and September 27, 2009, (ii) Condensed Consolidated Balance Sheets at September 26, 2010 and December 27, 2009, (iii) Condensed Consolidated Cash Flow Statements for the fiscal year-to-date periods ended September 26, 2010 and September 27, 2009, and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.   Attached.
     
*   Asterisks identify management contracts and compensatory plans or arrangements.

 

32