USA Today Co. Inc.
02/26/2026 | Press release | Distributed by Public on 02/26/2026 09:06
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
We area diversified media company with expansive reach at the national and local level dedicated to empowering and
enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital marketing solutions
company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY NETWORK,
comprised of the national publication, USA TODAY, and our network of local properties, in the United States (the "U.S."), and
Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential journalism, local
content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and where
consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses ("SMBs") with
innovative digital marketing products and solutions.
In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc.and we revised the
names of twoof our reportable segments: Domestic Gannett Media is now referred to as USA TODAY Mediaand Digital
Marketing Solutions is now referred to as LocaliQ. We do not distinguish between our prior and current corporate and
reportable segment names and refer to our current corporate and reportable segment names throughout this Annual Report on
Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "USA TODAY Co.," "Company,"
"we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its
subsidiaries.
We report in threesegments: USA TODAY Media, Newsquestand LocaliQ. We also have a Corporatecategory that
includes activities not directly attributable to a specific reportable segment and includes expenses associated with broad
corporate functions. A full description of our reportable segments is included in Note 15 - Segment reportingin the notes to
the Consolidated financial statements.
Strategy and executive summary
We are focused on becoming a sustainable, growth-driven media and digital marketing solutions company. Our strategy is
rooted in three operating pillars: (i) expanding our reach and engagement, (ii) diversifying our digital revenues, and (iii)
strengthening our capital structure, all supported by an increasingly integrated operating foundation, including modernized
technology systems, automated workflows, enhanced data capabilities, and continued investment in our people and talent
development. Our strategy unifies trusted journalism and digital innovation under one brand: USA TODAY Co.and is
represented by our motto, "National voice. Local strength." Our consolidated results for the year ended December 31, 2025,
reflect the execution of our operating priorities, including the changes in our mix of revenues, cost structure, and capital
allocation.
Expand reach and engagement with our customer segments
We aim to grow and strengthen our large national and local audiences across our USA TODAY Media, Newsquest, and
LocaliQsegments by delivering relevant content and expanded offerings, and as of December 31, 2025, we have built one of
the largest digital audiences in the U.S. media sector, both locally and nationally.
Diversify digital revenues
We seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms,
maximizing yield, and tailoring opportunities to individual consumer behavior. We aim to accomplish this by offering a wide
range of solutions across advertising, subscriptions, and commerce, while increasingly leveraging our existing content to power
syndication, affiliate, content and AI partnerships, as well as licensing arrangements. As a result of these efforts, as of
December 31, 2025, total Digital revenues as a percentage of total revenues increasedby twopercentage pointsto 46%
compared to 44%at December 31, 2024.
Strengthen our capital structure
We remain focused on reducing debt, generating consistent cash flow, and creating flexibility to reinvest in growth
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initiatives with the goal to support long-term financial resilience and innovation. During the year ended December 31, 2025, we
repaid $135.5 millionof long-term debt and as of December 31, 2025had cash provided by operating activities of $114.4
million.
Industry trends
We have considered several industry trends when assessing our strategy:
•Print advertising and Print circulation revenues have and are expected to continue to decline as our audience
increasingly moves to digital platforms. We seek to optimize our print operations to efficiently manage for the
declining print audience. We are focused on growing a digitally-oriented audience across multiple platforms and
revenue streams.
•Shortages of newsprint have resulted in price volatility and in 2026, we expect to see price increases.
•Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but
not limited to, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence.
We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising
performance and reduced spending.
•We rely on third-party platforms from large technology companies, particularly search engines, social media
platforms, and emerging technologies. These platforms exert significant control over the visibility and ranking of our
content, and their actions can adversely impact traffic, engagement, and revenues. Additionally, these companies can
influence both the type of media we acquire and the associated costs. We continue to adapt by diversifying our digital
strategies and optimizing content distribution to mitigate these impacts.
•The application of AI and the rapid rate of change within the AI ecosystem is increasing the pace of change in the
media sector.
Recent developments
On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group (the "Detroit News
Transaction"). Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with
incremental debt financing under our 2029 Term Loan Facilityin an aggregate principal amount equal to $15.0 millionfrom
funds managed by affiliates of Apollo Global Management Inc. As part of the financing, certain terms of our 2029 Term Loan
Facility, as described in Note 9 - Debtand Note 16 - Subsequent events in the notes to the Consolidated financial statements,
were amended. Subsequent to the Detroit News Transaction the 2029 Term Loan Facilitywill bear interest at an annual rate
equal to Adjusted Term SOFR plus a margin of 4.5%with a floor of 150basis points.
Recently enacted U.S. tax legislation
On July 4, 2025, the President signed into law H.R. 1, titled the "One Big Beautiful Bill Act" (the "Act"), which introduced
significant tax law changes with varying effective dates for businesses. We have evaluated the provisions of the Act on the
Consolidated financial statements, and its impact was included in our income tax provision for the year ended December 31,
2025. Key provisions of the Act applicable to us include the reinstatement of EBITDA, rather than EBIT, in determining
adjusted taxable income under Section 163(j), the immediate expensing of domestic research and experimental expenditures,
and the extension of 100% bonus depreciation for qualified property placed in service after January 19, 2025. Beginning with
2026, the legislation also makes changes to the Global Intangible Low-Taxed Income regime, including an increase in the
effective tax rate and modifications to the calculation of tested income. As a result ofthe changes in determining adjusted
taxable income under Section 163(j), the Company's limitation on the deductibility of business interest expense and our
corresponding valuation allowance on non-deductible U.S. interest expense carryforwards was reduced.
Macroeconomic environment
We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things,
trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and
political instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted
and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in
demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop
spend.
We are exposed to potential increases in interest rates associated with our $900.0 millionfive-year first lien term loan
facility (the "2029 Term Loan Facility"), which as of December 31, 2025, accounted for approximately 75%of our outstanding
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debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K. We expect
continued uncertainty and volatility in the U.S. and global economies which will continue to impact our business. See "Item 1A
- Risk Factors" in this Annual Report on Form 10-K.
Seasonality
We experience seasonality in our revenues. The USA TODAY Mediasegment typically witnesses the greatest impact from
seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related
spending. The LocaliQsegment generally experiences the greatest impact from seasonality in the first half of the fiscal year,
which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Foreign currency
Our U.K. media operations are conducted through our Newsquest subsidiary. In addition, we have foreign operations in
regions such as Canada, Australia and New Zealand. Earnings from operations in foreign regions are translated into U.S. dollars
at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the
balance sheet date. Currency translation fluctuations may impact revenue, expense, and operating income results for our
international operations. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to
other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. During
the year ended December 31, 2025, foreign currency exchange rate fluctuations had a positive impact on our revenues and
profitability.
Reclassifications
Certain reclassifications have been made to the prior years' Consolidated financial statementsto conform to classifications
used in the current year. These reclassifications had no impact on net income (loss), equity or cash flows as previously reported.
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RESULTS OF OPERATIONS
Consolidated summary
A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by
segment.
|
Year ended December 31,
|
|||||||||||||
|
In thousands, except per share amounts
|
2025
|
2024
|
$ Change
|
% Change
|
2023
|
$ Change
|
% Change
|
||||||
|
Digital(a)
|
$1,056,070
|
$1,103,651
|
$(47,581)
|
(4)%
|
$1,050,370
|
$53,281
|
5%
|
||||||
|
Print and commercial(b)
|
1,246,156
|
1,405,664
|
(159,508)
|
(11)%
|
1,613,180
|
(207,516)
|
(13)%
|
||||||
|
Total revenues
|
2,302,226
|
2,509,315
|
(207,089)
|
(8)%
|
2,663,550
|
(154,235)
|
(6)%
|
||||||
|
Operating costs
|
1,410,788
|
1,545,584
|
(134,796)
|
(9)%
|
1,692,031
|
(146,447)
|
(9)%
|
||||||
|
Selling, general and administrative
expenses
|
639,748
|
703,645
|
(63,897)
|
(9)%
|
722,885
|
(19,240)
|
(3)%
|
||||||
|
Depreciation and amortization
|
165,759
|
156,287
|
9,472
|
6%
|
162,622
|
(6,335)
|
(4)%
|
||||||
|
Integration and reorganization costs
|
31,595
|
66,155
|
(34,560)
|
(52)%
|
24,468
|
41,687
|
***
|
||||||
|
Asset impairments
|
2,243
|
46,589
|
(44,346)
|
(95)%
|
1,370
|
45,219
|
***
|
||||||
|
(Gain) loss on sale or disposal of assets,
net
|
(16,844)
|
1,106
|
(17,950)
|
***
|
(40,101)
|
41,207
|
***
|
||||||
|
Interest expense
|
97,225
|
104,697
|
(7,472)
|
(7)%
|
111,776
|
(7,079)
|
(6)%
|
||||||
|
Loss (gain) early extinguishment of debt
|
1,516
|
(55,559)
|
57,075
|
***
|
(4,529)
|
(51,030)
|
***
|
||||||
|
Equity income in unconsolidated
investees, net
|
(2,209)
|
(548)
|
(1,661)
|
***
|
(2,379)
|
1,831
|
(77)%
|
||||||
|
Other (income) expense, net(c)
|
(26,320)
|
19,032
|
(45,352)
|
***
|
1,572
|
17,460
|
***
|
||||||
|
Loss before income taxes
|
$(1,275)
|
$(77,673)
|
$76,398
|
(98)%
|
$(6,165)
|
$(71,508)
|
***
|
||||||
|
(Benefit) provision for income taxes
|
(3,030)
|
(51,286)
|
48,256
|
(94)%
|
21,729
|
(73,015)
|
***
|
||||||
|
Net income (loss)
|
1,755
|
(26,387)
|
28,142
|
***
|
(27,894)
|
1,507
|
(5)%
|
||||||
|
Net income (loss) attributable to
noncontrolling interests
|
(33)
|
***
|
(103)
|
(68)%
|
|||||||||
|
Net income (loss) attributable to USA
TODAY Co.
|
$1,749
|
$(26,354)
|
$28,103
|
***
|
$(27,791)
|
$1,437
|
(5)%
|
||||||
|
Income (loss) per share attributable to
USA TODAY Co. - basic
|
$0.01
|
$(0.18)
|
$0.19
|
***
|
$(0.20)
|
$0.02
|
(10)%
|
||||||
|
Income (loss) per share attributable to
USA TODAY Co. - diluted
|
$0.01
|
$(0.18)
|
$0.19
|
***
|
$(0.20)
|
$0.02
|
(10)%
|
||||||
*** Indicates an absolute value percentage change greater than 100.
(a) Amounts are net of intersegment eliminations of $134.0 million, $151.8 millionand $150.5 millionfor the years ended December 31, 2025, 2024and 2023,
respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA
TODAY Mediaand Newsquestsegments but fulfilled by our LocaliQsegment. When discussing segment results, these revenues and expenses are presented
gross but are eliminated in consolidation.
(b) Included Commercial printing and delivery revenues of $121.4 million, $152.0 millionand $186.1 millionfor the years ended December 31, 2025, 2024and
2023, respectively.
(c) Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees
associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,
(gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service
cost.
Revenues
Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated
through multiple services, including search advertising, display advertising, search optimization, social media, website
development, web presence products, customer relationship management, and software-as-a-service solutions, classified
advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our
publications, as well as digital content syndication, affiliate, content and AI partnerships, and licensing revenues.
Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the
sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements,
and revenues from our events business.
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Operating costs
Operating costs at the USA TODAY Mediaand Newsquestsegments include labor, newsprint, delivery and digital costs
and at the LocaliQsegment include the cost of online media acquired from third parties and costs to manage and operate our
marketing solutions and technology infrastructure.
Selling, general and administrative expenses
Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt expense.
Integration and reorganization costs
Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual
restructuring programs, designed primarily to right-size our employee base, consolidate facilities and improve operations.
For the year ended December 31, 2025, we incurred Integration and reorganization costsof $31.6 million. Of the total costs
incurred, $28.9 millionwere related to severance activities and $2.7 millionwere related to other reorganization-related costs,
mainly due to $12.8 millionof costs associated with improving operations and consolidating facilities and $2.1 millionrelated
to the departure of the Company's former Chief Financial Officer, partially offset by the reversal of withdrawal liabilities
related to multiemployer pension plans of $12.2 millionbased on the settlement of withdrawal liabilities.
For the year ended December 31, 2024, we incurred Integration and reorganization costsof $66.2 million. Of the total costs
incurred, $15.1 millionwere related to severance activities and $51.0 millionwere related to other reorganization-related costs,
including $24.5 millionrelated to withdrawal liabilities, generally paid over a period of approximately 20 years, which were
expensed as a result of ceasing contributions to multiemployer pension plans, and $9.7 millionexpensed as of the cease-use
date related to certain licensed content, as well as costs associated with facility consolidation and systems implementation.
For the year ended December 31, 2023, we incurred Integration and reorganization costsof $24.5 million. Of the total costs
incurred, $18.5 millionwere related to severance activities and $6.0 millionwere related to other costs, including costs for
consolidating operations, primarily related to costs associated with systems implementation and the outsourcing of corporate
functions, partially offset by the reversal of withdrawal liabilities related to multiemployer pension plans of $6.4 millionbased
on settlement of the withdrawal liabilities.
Asset impairments
For the year ended December 31, 2025, we recorded impairment charges of $2.2 millionrelated to our plan to monetize
non-strategic assets.
For the year ended December 31, 2024, we recorded impairment charges of $46.6 million, of which approximately
$46.0 millionrelated to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.
For the year ended December 31, 2023, we recorded impairment charges of $1.4 millionrelated to our plan to monetize
non-strategic assets.
(Gain) loss on sale or disposal of assets, net
For the year ended December 31, 2025, we recognized a net gainon the sale of assets of $16.8 million, primarily related to
a gain of $20.8 millionrelated to the sale of the Austin American-Statesman, partially offset by a loss of $5.4 millionon the
sale of a non-strategic asset at the USA TODAY Mediasegment.
For the year ended December 31, 2024, we recognized a net losson the sale of assets of $1.1 million, primarily related to
net losses of $1.7 millionat the USA TODAY Mediasegment and $0.2 millionat our Corporate category, partially offset by a
net gain of $0.9 millionat the Newsquestsegment, as part of our plan to monetize non-strategic assets.
For the year ended December 31, 2023, we recognized a net gainon the sale of assets of $40.1 million, primarily related to
a net gainof $38.9 millionat the USA TODAY Mediasegment due to the sales of production facilities as part of our plan to
monetize non-strategic assets, and a gain of $1.4 millionat our Corporate category related to the sale of intellectual property.
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Interest expense
For the years ended December 31, 2025, 2024and 2023, Interest expense was $97.2 million, $104.7 millionand $111.8
million, respectively.
The decreasein interest expense for the year ended December 31, 2025compared to 2024, was primarily due toa lower
debt balance driven by quarterly amortization and required prepayments on our $900.0 million five-year first lien term loan
facility (the "2029 Term Loan Facility"), which on October 15, 2024, refinanced and replaced the Company's previous five-year
senior secured term loan facility in an original aggregate principal amount of $516.0 million(the "Senior Secured Term Loan").
The decreasein interest expense for the year ended December 31, 2024compared to 2023, was primarily due to a lower
debt balance driven by quarterly amortization payments and required prepayments on our previous Senior Secured Term Loan,
and the repurchase of our $400 millionaggregate principal amount of 6.00%first lien notes due November 1, 2026 (the "2026
Senior Notes"). The decrease in interest expense was partially offset by payments made on our 2029 Term Loan Facilityand an
increase in interest rates on the Senior Secured Term Loan.
Loss (gain) on early extinguishment of debt
For the year ended December 31, 2025, we recognized a net losson the early extinguishment of debt of $1.5 million, and
for the years ended December 31, 2024and 2023, we recognized net gainsof $55.6 millionand $4.5 million, respectively,
mainly due to our debt refinancing transactions. Refer to Note 9 - Debtfor additional discussion regarding our debt.
Other (income) expense, net
A summary of Other (income) expense, net is presented below:
|
Year ended December 31,
|
|||||||||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
2023
|
$ Change
|
% Change
|
||||||
|
Expert fees associated with litigation
with Google
|
$4,827
|
$13,170
|
$(8,343)
|
(63)%
|
$544
|
$12,626
|
***
|
||||||
|
Gain on sale of investments, net
|
(9,700)
|
(597)
|
(9,103)
|
***
|
(196)
|
(401)
|
***
|
||||||
|
Third-party debt costs
|
1,911
|
10,045
|
(8,134)
|
(81)%
|
9,413
|
***
|
|||||||
|
Consulting fees(a)
|
2,145
|
8,581
|
(6,436)
|
(75)%
|
10,626
|
(2,045)
|
(19)%
|
||||||
|
Other(b)
|
(25,503)
|
(12,167)
|
(13,336)
|
***
|
(10,034)
|
(2,133)
|
21%
|
||||||
|
Other (income) expense, net
|
$(26,320)
|
$19,032
|
$(45,352)
|
***
|
$1,572
|
$17,460
|
***
|
||||||
*** Indicates an absolute value percentage change greater than 100.
(a) Primarily includes consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.
(b) Primarily includes the components of net periodic pension and postretirement benefits other than service cost. In addition, for the year ended December 31,
2025, included a pension settlement gainof $11.8 millionrelated to the purchase of an annuity by the Gannett Retirement Plan.
(Benefit) provision for income taxes
The following table summarizes our pre-tax net lossbefore income taxes and income tax accounts:
|
Year ended December 31,
|
|||||
|
In thousands
|
2025
|
2024
|
2023
|
||
|
Loss before income taxes
|
$(1,275)
|
$(77,673)
|
$(6,165)
|
||
|
(Benefit) provision for income taxes
|
(3,030)
|
(51,286)
|
21,729
|
||
|
Effective tax rate
|
237.6%
|
66.0%
|
NM
|
||
NM indicates not meaningful.
Our effective tax rate for the year ended December 31, 2025was 237.6%. The tax benefitfor 2025was primarily impacted
by the generation of research and development tax credits, the release of valuation allowances on capital loss carryforwards,
and the pre-tax book loss, partially offset by an increase in valuation allowances on non-deductible U.S. interest expense
carryforwards and the global intangible low-taxed income inclusion.
Our effective tax rate for the year ended December 31, 2024was 66.0%. The tax benefitfor 2024was primarily impacted
by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation
allowances, debt refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on
non-deductible U.S. interest expense carryforwards and global intangible low-taxed income inclusion.
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Our effective tax rate for the year ended December 31, 2023was not meaningful. The tax provisionfor 2023was primarily
impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed
income inclusion, the release of uncertain tax positions in the U.S., and the reduction in the blended state tax rate, which were
offset by the tax benefit of the pre-tax book loss.
Net income (loss) attributable to USA TODAY Co.and diluted income (loss) per share attributable to USA TODAY Co.
For the year ended December 31, 2025, Net income attributable to USA TODAY Co.and diluted income per share
attributable to USA TODAY Co.was $1.7 millionand $0.01, respectively. For the years ended December 31, 2024and 2023,
Net loss attributable to USA TODAY Co.was $26.4 millionand $27.8 million, respectively, and diluted loss per share
attributable to USA TODAY Co.was $0.18 and $0.20,respectively. The changes reflect the various items discussed above and
below in "Segment Results."
Segment results
Segment Adjusted EBITDA
We evaluate the performance of our segments based on financial measures such as revenues and Segment Adjusted
EBITDA (defined below). The Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, uses
Segment Adjusted EBITDA to evaluate the performance of our segments and allocate resources. Segment Adjusted EBITDA
provides an assessment of controllable expenses and affords the CODM the ability to make decisions which are expected to
facilitate meeting current financial goals as well as achieve optimal financial performance.
Management considers Segment Adjusted EBITDA to be an important metric to evaluate and compare the ongoing
operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items that we
do not believe are indicative of each segment's core operating performance.
We define Segment Adjusted EBITDA as revenues less (1) operating costs and (2) selling, general and administrative
expenses, plus (3) equity (income) loss in unconsolidated investees, net.
Segment Adjusted EBITDA also does not include: (1) Income tax expense (benefit), (2) Noncontrolling interest, (3)
Interest expense, (4) Gains or losses on the early extinguishment of debt, (5) Loss on convertible notes derivative, (6)
Depreciation and amortization, (7) Integration and reorganization costs, (8) Asset impairments, (9) Goodwill and intangible
impairments, (10) Gains or losses on the sale or disposal of assets, (11) Share-based compensation expense, and (12) Other
(income) expense, net.
Non-GAAP measure
Total Adjusted EBITDA is defined as Segment Adjusted EBITDA plus Corporate. Total Adjusted EBITDA is a non-
GAAP financial performance measure we believe offers a useful view of the overall operation of our business, and may be
different than similarly-titled measures used by other companies. A non-GAAP financial measure is generally defined as one
that purports to measure financial performance, financial position, or cash flows, but excludes or includes amounts that would
not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("U.S. GAAP") measure.
Total Adjusted EBITDA has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for U.S.
GAAP measures of earnings. Material limitations in making the adjustments to our earnings to calculate Total Adjusted
EBITDA and using this non-GAAP financial measure as compared to U.S. GAAP net income (loss) include: the exclusion of
the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which
are items that may significantly affect our financial results.
Management believes Total Adjusted EBITDA is important in evaluating our performance, results of operations, and
financial position. We use this non-GAAP financial performance measure to supplement our U.S. GAAP results in order to
provide a more complete understanding of the factors and trends affecting our business.
Total Adjusted EBITDA is not an alternative to Net income (loss) attributable to USA TODAY Co., or any other measure
of performance derived in accordance with U.S. GAAP, and as such, should not be considered or relied upon as a substitute or
alternatives for any such U.S. GAAP financial measure. We strongly urge you to review the reconciliation of Total Adjusted
Table of contents
EBITDA to Net income (loss) attributable to USA TODAY Co.along with our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K. We also strongly urge you not to rely on any single financial performance
measure to evaluate our business. In addition, because Total Adjusted EBITDA is not a measure of financial performance under
U.S. GAAP and is susceptible to varying calculations, the Total Adjusted EBITDA measure as presented in this report may
differ from and may not be comparable to similarly titled measures used by other companies.
Reconciliation of Net income (loss) attributable to USA TODAY Co.to Total Adjusted EBITDA
|
|
Year ended December 31,
|
||||
|
In thousands
|
2025
|
2024
|
2023
|
||
|
Net income (loss) attributable to USA TODAY Co.
|
$1,749
|
$(26,354)
|
$(27,791)
|
||
|
(Benefit) provision for income taxes
|
(3,030)
|
(51,286)
|
21,729
|
||
|
Net income (loss) attributable to noncontrolling interests
|
(33)
|
(103)
|
|||
|
Interest expense
|
97,225
|
104,697
|
111,776
|
||
|
Loss (gain) on early extinguishment of debt
|
1,516
|
(55,559)
|
(4,529)
|
||
|
Depreciation and amortization
|
165,759
|
156,287
|
162,622
|
||
|
Integration and reorganization costs(a)
|
31,595
|
66,155
|
24,468
|
||
|
Asset impairments
|
2,243
|
46,589
|
1,370
|
||
|
(Gain) loss on sale or disposal of assets, net
|
(16,844)
|
1,106
|
(40,101)
|
||
|
Share-based compensation expense
|
9,149
|
12,522
|
16,567
|
||
|
Other (income) expense, net(b)
|
(26,320)
|
19,032
|
1,572
|
||
|
Total Adjusted EBITDA
|
$263,048
|
$273,156
|
$267,580
|
||
(a)Integration and reorganization costs mainly reflect severance-related expenses and other reorganization-related costs, designed primarily to right-size the
Company's employee base, consolidate facilities and improve operations.
(b)Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees
associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,
(gains) losses from the sale of investments and third-party debt costs.
USA TODAY Mediasegment 2025compared to 2024
A summary of our USA TODAY Mediasegment results for the years ended December 31, 2025and 2024 is presented
below:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Digital
|
$654,210
|
$692,714
|
$(38,504)
|
(6%)
|
|||
|
Print and commercial
|
1,089,372
|
1,245,684
|
(156,312)
|
(13%)
|
|||
|
Segment revenues
|
1,743,582
|
1,938,398
|
(194,816)
|
(10%)
|
|||
|
Operating costs
|
1,084,205
|
1,210,117
|
(125,912)
|
(10%)
|
|||
|
Selling, general and administrative expenses
|
480,470
|
526,088
|
(45,618)
|
(9%)
|
|||
|
Equity income in unconsolidated investees, net
|
(2,209)
|
(548)
|
(1,661)
|
***
|
|||
|
Segment Adjusted EBITDA
|
$181,116
|
202,741
|
(21,625)
|
(11%)
|
|||
*** Indicates an absolute value percentage change greater than 100.
Table of contents
Revenues
The following table provides the breakout of Revenues by category for the years ended December 31, 2025and 2024:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Digital advertising
|
$301,302
|
$292,897
|
$8,405
|
3%
|
|||
|
Digital marketing services
|
128,106
|
142,120
|
(14,014)
|
(10%)
|
|||
|
Digital-only subscription
|
166,248
|
181,670
|
(15,422)
|
(8%)
|
|||
|
Digital other
|
58,554
|
76,027
|
(17,473)
|
(23%)
|
|||
|
Digital
|
654,210
|
692,714
|
(38,504)
|
(6%)
|
|||
|
Print advertising
|
402,925
|
451,589
|
(48,664)
|
(11%)
|
|||
|
Print circulation
|
505,037
|
582,965
|
(77,928)
|
(13%)
|
|||
|
Commercial and other(a)
|
181,410
|
211,130
|
(29,720)
|
(14%)
|
|||
|
Print and commercial
|
1,089,372
|
1,245,684
|
(156,312)
|
(13%)
|
|||
|
Segment revenues
|
$1,743,582
|
$1,938,398
|
$(194,816)
|
(10%)
|
|||
(a) Included Commercial printing and delivery revenues of $111.2 millionand $141.8 millionfor the years ended December 31, 2025and 2024, respectively.
For the year ended December 31, 2025, Digital advertisingrevenues increasedcompared to 2024, primarily due to an
increase in national revenues, including programmatic revenues, partially offset by lower classified advertising spend and the
absence of revenues in 2025associated with businesses divested of $3.7 million.
For the year ended December 31, 2025, Digital marketing servicesrevenues decreasedcompared to 2024, primarily due to
a decrease in client count as well as the absence of revenues in 2025associated with a business divested of $6.5 million.
For the year ended December 31, 2025, Digital-only subscriptionrevenues decreasedcompared to 2024, primarily due to a
decrease in in digital-only paid subscriptions, partially offset by an increase in rates. In addition, the decrease in Digital-only
subscriptionrevenues for the year ended December 31, 2025also reflected the absence of revenues in 2025associated with
businesses divested of $4.1 million. Refer to "Key Performance Indicators" below for further discussion of digital-only paid
subscriptions.
For the year ended December 31, 2025, Digital otherrevenues decreasedcompared to 2024, primarily due to the absence of
revenues in 2025associated with businesses divested of $14.3 million, as well as a decrease in affiliate and partnership
revenues, mainly due to the termination and amendment of various affiliate agreements.
For the year ended December 31, 2025, Print advertisingrevenues decreasedcompared to 2024, primarily due to a decrease
in local print display advertisements and advertiser inserts, as well as lower spend on classified advertisements. In addition, the
decrease in Print advertisingrevenues for the year ended December 31, 2025reflected the absence of revenues in 2025
associated with businesses divested of $11.7 million.
For the year ended December 31, 2025, Print circulationrevenues decreasedcompared to 2024, primarily due to a decline
in home delivery, and to a lesser extent single copy revenues, as a result of a reduction in the volume of subscribers, partially
offset by an increase in rates. In addition, the decrease in Print circulationrevenues for the year ended December 31, 2025
reflected the absence of revenues in 2025associated with businesses divested of $8.5 million.
For the year ended December 31, 2025, Commercial and otherrevenues decreasedcompared to 2024, primarily due to a
decrease in commercial print and delivery revenues, mainly driven by the decline in production volume. In addition, the
decrease in Commercial and otherrevenues for the year ended December 31, 2025reflected the absence of revenues in 2025
associated with businesses divested of $21.3 million, of which $14.6 millionrelated to commercial print and delivery revenues.
Table of contents
Operating costs
The following table provides the breakout of Operating costsfor the years ended December 31, 2025and 2024:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Newsprint and other production materials
|
$56,289
|
$74,419
|
$(18,130)
|
(24%)
|
|||
|
Distribution
|
246,778
|
276,069
|
(29,291)
|
(11%)
|
|||
|
Compensation and benefits
|
360,513
|
395,896
|
(35,383)
|
(9%)
|
|||
|
Outside services
|
295,226
|
312,335
|
(17,109)
|
(5%)
|
|||
|
Other
|
125,399
|
151,398
|
(25,999)
|
(17%)
|
|||
|
Total operating costs
|
$1,084,205
|
$1,210,117
|
$(125,912)
|
(10%)
|
|||
For the year ended December 31, 2025, the cost of Newsprint and other production materials decreasedcompared to 2024,
primarily due to lower volume driven by the decline in revenues, as well as lower costs related to the absence of revenues in
2025 associated with businesses divested of $2.5 million.
For the year ended December 31, 2025, Distributioncosts decreasedcompared to 2024, primarily due to a decreaseof
$25.7 millionassociated with lower home delivery and single copy revenues, the conversion to mail and route optimization in
multiple markets, including the impact of businesses divested of $6.1 million, as well as a decreasein postage costs of
$3.6 million, mainly driven by the volume declines, including the impact of businesses divested of $2.7 million.
For the year ended December 31, 2025, Compensation and benefitscosts decreasedcompared to 2024, primarily due to
lowerpayroll expense of $32.3 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives, the
impact of businesses divested of $10.6 million, downsizing our facilities footprint and the conversion to mail delivery in
multiple markets.
For the year ended December 31, 2025, Outside servicescosts, which includes professional services fulfilled by third
parties, media fees and other digital costs, and paid search and ad serving services, decreasedcompared to 2024, primarily due
to a decreasein news and editorial expenses of $8.7 million, mainly due to the cease-use of certain licensed content and the
impact of businesses divested, a decreasein third-party media fees of $3.7 million, a decreasein outside printing costs of
$2.0 million, and a decreasein event related expenses of $1.7 million, mainly due to the impact of businesses divested.
For the year ended December 31, 2025, Othercosts decreasedcompared to 2024, primarily due to lower facility related
expenses of $17.6 million, mainly associated with facility closures and lower promotion costs of $5.5 million, mainly due to the
impact of businesses divested.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expensesfor the years ended December
31, 2025and 2024:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Compensation and benefits
|
$231,625
|
$252,788
|
$(21,163)
|
(8%)
|
|||
|
Outside services and other
|
248,845
|
273,300
|
(24,455)
|
(9%)
|
|||
|
Total selling, general and administrative expenses
|
$480,470
|
$526,088
|
$(45,618)
|
(9%)
|
|||
For the year ended December 31, 2025, Compensation and benefitscosts decreasedcompared to 2024, primarily due to
lowerpayroll expense of $22.6 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives and lower
commissions as well as the impact of businesses divested of $3.9 million.
For the year ended December 31, 2025, Outside services and othercosts, which include services fulfilled by third parties,
decreasedcompared to 2024, mainly due to a decrease of $13.0 millionin promotion costs and a decrease of $13.3 millionin
other miscellaneous expenses, including technology costs, partially offset by higherbad debt expense of approximately
$1.8 million.
Table of contents
USA TODAY Mediasegment 2024compared to 2023
A summary of our USA TODAY Mediasegment results for the years ended December 31, 2024and 2023 is presented
below:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Digital
|
$692,714
|
$641,743
|
$50,971
|
8%
|
|||
|
Print and commercial
|
1,245,684
|
1,454,110
|
(208,426)
|
(14%)
|
|||
|
Segment revenues
|
1,938,398
|
2,095,853
|
(157,455)
|
(8%)
|
|||
|
Operating costs
|
1,210,117
|
1,361,607
|
(151,490)
|
(11%)
|
|||
|
Selling, general and administrative expenses
|
526,088
|
541,594
|
(15,506)
|
(3%)
|
|||
|
Equity income in unconsolidated investees, net
|
(548)
|
(2,379)
|
1,831
|
(77%)
|
|||
|
Segment Adjusted EBITDA
|
$202,741
|
$195,031
|
$7,710
|
4%
|
|||
Revenues
The following table provides the breakout of Revenues by category for the years ended December 31, 2024and 2023:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Digital advertising
|
$292,897
|
$283,249
|
$9,648
|
3%
|
|||
|
Digital marketing services
|
142,120
|
140,589
|
1,531
|
1%
|
|||
|
Digital-only subscription
|
181,670
|
150,384
|
31,286
|
21%
|
|||
|
Digital other
|
76,027
|
67,521
|
8,506
|
13%
|
|||
|
Digital
|
692,714
|
641,743
|
50,971
|
8%
|
|||
|
Print advertising
|
451,589
|
501,701
|
(50,112)
|
(10%)
|
|||
|
Print circulation
|
582,965
|
704,158
|
(121,193)
|
(17%)
|
|||
|
Commercial and other(a)
|
211,130
|
248,251
|
(37,121)
|
(15%)
|
|||
|
Print and commercial
|
1,245,684
|
1,454,110
|
(208,426)
|
(14%)
|
|||
|
Segment revenues
|
$1,938,398
|
$2,095,853
|
$(157,455)
|
(8%)
|
|||
(a) Included Commercial printing and delivery revenues of $141.8 millionand $178.1 millionfor the years ended December 31, 2024and 2023, respectively.
For the year ended December 31, 2024, Digital advertisingrevenues increasedcompared to 2023, primarily due to an
increase in national revenues, including sponsored link and programmatic revenue, as well as higher spend on automotive
advertisements, partially offset by a decrease in local revenues and lower spend on employment and obituary notifications.
For the year ended December 31, 2024, Digital marketing servicesrevenues increasedcompared to 2023, primarily due to
an increase in client spend.
For the year ended December 31, 2024, Digital-only subscriptionrevenues increasedcompared to 2023, primarily due to
an increasein Digital-only ARPU of 21.2%, mainly due to higher rates. Refer to "Key Performance Indicators" below for
further discussion of Digital-only ARPU.
For the year ended December 31, 2024, Digital otherrevenues increasedcompared to 2023, primarily due to an increase in
affiliate and syndication revenues, partially offset by the absences of revenues associated with non-core products which were
sunset.
For the year ended December 31, 2024, Print advertisingrevenues decreasedcompared to 2023, primarily due to a decrease
in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers
Table of contents
driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications
and real estate advertisements.
For the year ended December 31, 2024, Print circulationrevenues decreasedcompared to 2023, primarily due to a decline
in home delivery and single copy as a result of a reduction in the volume of subscribers, partially offset by higher rates on home
delivery and single copy.
For the year ended December 31, 2024, Commercial and otherrevenues decreasedcompared to 2023, primarily due to a
decrease in commercial print and delivery revenues, driven by the decline in production volume, including the impact of a
business divested in 2024 and facility closures as well as a decrease in the price of newsprint.
Operating costs
The following table provides the breakout of Operating costs for the years ended December 31, 2024and 2023:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Newsprint and other production materials
|
$74,419
|
$108,257
|
$(33,838)
|
(31%)
|
|||
|
Distribution
|
276,069
|
323,750
|
(47,681)
|
(15%)
|
|||
|
Compensation and benefits
|
395,896
|
408,197
|
(12,301)
|
(3%)
|
|||
|
Outside services
|
312,335
|
332,664
|
(20,329)
|
(6%)
|
|||
|
Other
|
151,398
|
188,739
|
(37,341)
|
(20%)
|
|||
|
Total operating costs
|
$1,210,117
|
$1,361,607
|
$(151,490)
|
(11%)
|
|||
For the year ended December 31, 2024, the cost of Newsprint and other production materials decreasedcompared to 2023,
primarily due to lower volume due to the decline in revenues, as well as a decrease in the cost of newsprint of approximately
$12.8 million.
For the year ended December 31, 2024, Distributioncosts decreasedcompared to 2023, primarily due to a decreaseof
$55.6 millionassociated with lower home delivery and single copy revenues, and the conversion to mail and route optimization,
partially offset by an increasein postage costs of $7.9 million, mainly due to conversion to mail delivery in multiple markets, as
well as higher postage costs associated with increased revenue for direct mail.
For the year ended December 31, 2024, Compensation and benefitscosts decreasedcompared to 2023, primarily due to
lowerpayroll expense of $10.5 million, mainly driven by a decrease in headcount tied to ongoing cost control initiatives,
including facility closures and conversion to mail delivery in multiple markets, partially offset by higher wages, and to a lesser
extent, loweremployee benefit costs of $1.8 million.
For the year ended December 31, 2024, Outside servicescosts, which includes professional services fulfilled by third
parties, media fees and other digital costs, and paid search and ad serving services, decreasedcompared to 2023, primarily due
to a decreasein news and editorial expenses of $12.9 million, mainly due to the cease-use of certain licensed content, a decrease
in event related expenses of approximately $5.2 million, mainly due to the decline in revenues, and a decrease in third-party
media fees of approximately $3.7 million, partially offset by an increase in outside printing costs of $3.9 million.
For the year ended December 31, 2024, Othercosts decreasedcompared to 2023, primarily due to lower miscellaneous
expenses of $23.3 million, mainly related to lower technology costs, as well as lower facility related expenses of $15.0 million,
mainly associated with real estate sales and facility consolidations, partially offset by higher promotion costs of approximately
$0.9 million.
Table of contents
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expensesfor the years ended December
31, 2024and 2023:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Compensation and benefits
|
$252,788
|
$256,205
|
$(3,417)
|
(1%)
|
|||
|
Outside services and other
|
273,300
|
285,389
|
(12,089)
|
(4%)
|
|||
|
Total selling, general and administrative expenses
|
$526,088
|
$541,594
|
$(15,506)
|
(3%)
|
|||
For the year ended December 31, 2024, Compensation and benefitscosts decreasedcompared to 2023, primarily due to
lowerpayroll expense of $2.2 million, driven by lower commissions related to revenue performance as well as a decrease in
headcount tied to ongoing cost control initiatives, and to a lesser extent, loweremployee benefit costs of $1.2 million.
For the year ended December 31, 2024, Outside services and othercosts, which include services fulfilled by third parties,
decreasedcompared to 2023, primarily due to lower bad debt expense of approximately $6.3 million, and lower miscellaneous
expenses of approximately $5.8 million, including lower product and finance costs, partially offset by higher promotion and
technology costs.
Newsquestsegment 2025compared to 2024
A summary of our Newsquestsegment results for the years ended December 31, 2025and 2024 is presented below:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Digital
|
$81,483
|
$79,293
|
$2,190
|
3%
|
|||
|
Print and commercial
|
156,784
|
159,980
|
(3,196)
|
(2%)
|
|||
|
Segment revenues
|
238,267
|
239,273
|
(1,006)
|
-%
|
|||
|
Operating costs
|
120,824
|
122,995
|
(2,171)
|
(2%)
|
|||
|
Selling, general and administrative expenses
|
60,553
|
62,869
|
(2,316)
|
(4%)
|
|||
|
Segment Adjusted EBITDA
|
$56,890
|
$53,409
|
$3,481
|
7%
|
|||
Revenues
The following table provides the breakout of Revenues by category for the years ended December 31, 2025and 2024:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Digital advertising
|
$51,521
|
$53,481
|
$(1,960)
|
(4%)
|
|||
|
Digital marketing services
|
8,655
|
7,941
|
9%
|
||||
|
Digital-only subscription
|
9,036
|
7,158
|
1,878
|
26%
|
|||
|
Digital other
|
12,271
|
10,713
|
1,558
|
15%
|
|||
|
Digital
|
81,483
|
79,293
|
2,190
|
3%
|
|||
|
Print advertising
|
72,304
|
74,211
|
(1,907)
|
(3%)
|
|||
|
Print circulation
|
65,346
|
67,082
|
(1,736)
|
(3%)
|
|||
|
Commercial and other(a)
|
19,134
|
18,687
|
2%
|
||||
|
Print and commercial
|
156,784
|
159,980
|
(3,196)
|
(2%)
|
|||
|
Total revenues
|
$238,267
|
$239,273
|
$(1,006)
|
-%
|
|||
(a) Included Commercial printing revenues of $10.2 millionfor each of the years ended December 31, 2025and 2024.
For the year ended December 31, 2025, Digital advertisingrevenues decreasedcompared to 2024, primarily due to a
decrease in classified advertisement and digital display revenues.
Table of contents
For the year ended December 31, 2025, Digital marketing servicesrevenues increasedcompared to 2024, driven by an
increase in client spend.
For the year ended December 31, 2025, Digital-only subscriptionrevenues increasedcompared to 2024, primarily driven
by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-
only paid subscriptions.
For the year ended December 31, 2025, Digital otherrevenues increasedcompared to 2024, primarily due to an increase in
syndication revenues.
For the year ended December 31, 2025, Print advertisingrevenues decreasedcompared to 2024, primarily due to a decrease
in print display advertisements, partially offset by higher spend on classified advertisements.
For the year ended December 31, 2025, Print circulationrevenues decreasedcompared to 2024, primarily due to a decline
in single copy volume, partially offset by an increase in rates.
Operating costs
The following table provides the breakout of Operating costsfor the years ended December 31, 2025and 2024:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Newsprint and other production materials
|
$12,189
|
$12,820
|
$(631)
|
(5%)
|
|||
|
Distribution
|
12,549
|
12,755
|
(206)
|
(2%)
|
|||
|
Compensation and benefits
|
57,332
|
53,084
|
4,248
|
8%
|
|||
|
Outside services
|
14,732
|
15,233
|
(501)
|
(3%)
|
|||
|
Other
|
24,022
|
29,103
|
(5,081)
|
(17%)
|
|||
|
Total operating costs
|
$120,824
|
$122,995
|
$(2,171)
|
(2%)
|
|||
For the year ended December 31, 2025, the cost of Newsprint and other production materials decreasedcompared to 2024,
primarily due to volume declines.
For the year ended December 31, 2025, Compensation and benefitscosts increasedcompared to 2024, primarily due to an
increase in payroll expenses due to higher employer taxes and higher wages, including minimum wage.
For the year ended December 31, 2025, Othercosts decreasedcompared to 2024, primarily associated with the decrease in
both digital advertising and print advertising revenues.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expensesfor the years ended December
31, 2025and 2024:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Compensation and benefits
|
$48,060
|
$47,517
|
$543
|
1%
|
|||
|
Outside services and other
|
12,493
|
15,352
|
(2,859)
|
(19%)
|
|||
|
Total selling, general and administrative expenses
|
$60,553
|
$62,869
|
$(2,316)
|
(4%)
|
|||
For the year ended December 31, 2025, Outside services and othercosts decreasedcompared to 2024, mainly due to
various lower miscellaneous expenses, including a decrease of $2.0 millionrelated to professional fees.
Table of contents
Newsquestsegment 2024compared to 2023
A summary of our Newsquestsegment results for the years ended December 31, 2024and 2023 is presented below:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Digital
|
$79,293
|
$74,910
|
$4,383
|
6%
|
|||
|
Print and commercial
|
159,980
|
159,070
|
1%
|
||||
|
Segment revenues
|
239,273
|
233,980
|
5,293
|
2%
|
|||
|
Operating costs
|
122,995
|
120,264
|
2,731
|
2%
|
|||
|
Selling, general and administrative expenses
|
62,869
|
63,588
|
(719)
|
(1%)
|
|||
|
Segment Adjusted EBITDA
|
$53,409
|
$50,128
|
$3,281
|
7%
|
|||
Revenues
The following table provides the breakout of Revenues by category for the years ended December 31, 2024and 2023:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Digital advertising
|
$53,481
|
$50,362
|
$3,119
|
6%
|
|||
|
Digital marketing services
|
7,941
|
8,920
|
(979)
|
(11%)
|
|||
|
Digital-only subscription
|
7,158
|
5,237
|
1,921
|
37%
|
|||
|
Digital other
|
10,713
|
10,391
|
3%
|
||||
|
Digital
|
79,293
|
74,910
|
4,383
|
6%
|
|||
|
Print advertising
|
74,211
|
74,844
|
(633)
|
(1%)
|
|||
|
Print circulation
|
67,082
|
68,042
|
(960)
|
(1%)
|
|||
|
Commercial and other(a)
|
18,687
|
16,184
|
2,503
|
15%
|
|||
|
Print and commercial
|
159,980
|
159,070
|
1%
|
||||
|
Segment revenues
|
$239,273
|
$233,980
|
5,293
|
2%
|
|||
(a) Included Commercial printing revenues of $10.2 millionand $8.0 millionfor the years ended December 31, 2024and 2023, respectively.
For the year ended December 31, 2024, Digital advertisingrevenues increasedcompared to 2023, primarily due to an
increase in national and local display revenues, partially offset by lower spend on employment notifications.
For the year ended December 31, 2024, Digital marketing servicesrevenues decreasedcompared to 2023, driven by a
decrease in client counts.
For the year ended December 31, 2024, Digital-only subscriptionrevenues increasedcompared to 2023, primarily driven
by the increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-
only paid subscriptions.
For the year ended December 31, 2024, Print advertisingrevenues decreasedcompared to 2023, primarily due to lower
spend on classified advertisements.
For the year ended December 31, 2024, Commercial and otherrevenues increasedcompared to 2023, primarily due to an
increase in customer spend.
Table of contents
Operating costs
The following table provides the breakout of Operating costsfor the years ended December 31, 2024and 2023:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Newsprint and other production materials
|
$12,820
|
$15,330
|
$(2,510)
|
(16%)
|
|||
|
Distribution
|
12,755
|
13,325
|
(570)
|
(4%)
|
|||
|
Compensation and benefits
|
53,084
|
50,144
|
2,940
|
6%
|
|||
|
Outside services
|
15,233
|
16,033
|
(800)
|
(5%)
|
|||
|
Other
|
29,103
|
25,432
|
3,671
|
14%
|
|||
|
Total operating costs
|
$122,995
|
$120,264
|
$2,731
|
2%
|
|||
For the year ended December 31, 2024, the cost of Newsprint and other production materials decreasedcompared to 2023,
primarily due to a decrease in the cost of newsprint of approximately of $1.8 million, as well as volume declines.
For the year ended December 31, 2024, Compensation and benefitscosts increasedcompared to 2023, primarily due to
higher headcount for production facilities.
For the year ended December 31, 2024, Othercosts increasedcompared to 2023, primarily associated with the increase in
digital advertising revenues.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expensesfor the years ended December
31, 2024and 2023:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Compensation and benefits
|
$47,517
|
$47,350
|
$167
|
-%
|
|||
|
Outside services and other
|
15,352
|
16,238
|
(886)
|
(5%)
|
|||
|
Total selling, general and administrative expenses
|
$62,869
|
$63,588
|
$(719)
|
(1%)
|
|||
For the year ended December 31, 2024, Outside services and othercosts decreasedcompared to 2023, primarily due to
lower technology related expenses of $0.7 millionand lowerbad debt expense of $0.2 million.
LocaliQsegment 2025compared to 2024
A summary of our LocaliQsegment results for the years ended December 31, 2025and 2024 is presented below:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Digital(a)
|
$448,311
|
$477,807
|
$(29,496)
|
(6%)
|
|||
|
Segment revenues
|
448,311
|
477,807
|
(29,496)
|
(6%)
|
|||
|
Operating costs
|
320,914
|
343,782
|
(22,868)
|
(7%)
|
|||
|
Selling, general and administrative expenses
|
81,062
|
90,347
|
(9,285)
|
(10%)
|
|||
|
Segment Adjusted EBITDA
|
$46,335
|
$43,678
|
$2,657
|
6%
|
|||
(a)Digital revenues are solely generated by digital marketing services revenues.
Revenues
For the year ended December 31, 2025, Digitalrevenues decreasedcompared to 2024, primarily due to a decline in the
core direct business, mainly driven by a decline in customer count. Core platform average monthly revenues divided by average
monthly customer count within the period ("Core platform ARPU") increased 1.2%for the year ended December 31, 2025.
Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.
Table of contents
Operating costs
The following table provides the breakout of Operating costsfor the years ended December 31, 2025and 2024:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Outside services
|
$283,250
|
$300,523
|
$(17,273)
|
(6%)
|
|||
|
Compensation and benefits
|
33,164
|
36,684
|
(3,520)
|
(10%)
|
|||
|
Other
|
4,500
|
6,575
|
(2,075)
|
(32%)
|
|||
|
Total operating costs
|
$320,914
|
$343,782
|
$(22,868)
|
(7%)
|
|||
For the year ended December 31, 2025, Outside servicescosts decreasedcompared to 2024, due to a decreaseof
$25.2 millionof expenses associated with third-party media fees driven by a corresponding decrease in revenues, partially
offset by an increaseof $7.9 million, mainly due to costs associated with outsourcing initiatives.
For the year ended December 31, 2025, Compensation and benefitscosts decreasedcompared to 2024, primarily due to a
lower payroll expense driven by headcount reductions.
For the year ended December 31, 2025, Othercosts decreasedcompared to 2024, primarily due to a reduction in lease
expense associated with downsizing our facilities footprint.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expensesfor the years ended December
31, 2025and 2024:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2025
|
2024
|
$ Change
|
% Change
|
|||
|
Compensation and benefits
|
$73,193
|
$78,709
|
$(5,516)
|
(7%)
|
|||
|
Outside services and other
|
7,869
|
11,638
|
(3,769)
|
(32%)
|
|||
|
Total selling, general and administrative expenses
|
$81,062
|
$90,347
|
$(9,285)
|
(10%)
|
|||
For the year ended December 31, 2025, Compensation and benefitscosts decreasedcompared to 2024, primarily due to
lowerpayroll expense driven by headcount reductions.
For the year ended December 31, 2025, Outside services and othercosts decreasedcompared to 2024, primarily due to
lower promotion costs, partially offset by higherbad debt expense of $0.6 million.
LocaliQsegment 2024compared to 2023
A summary of our LocaliQsegment results for the years ended December 31, 2024and 2023 is presented below:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Digital(a)
|
$477,807
|
$477,909
|
$(102)
|
-%
|
|||
|
Segment revenues
|
477,807
|
477,909
|
(102)
|
-%
|
|||
|
Operating costs
|
343,782
|
336,056
|
7,726
|
2%
|
|||
|
Selling, general and administrative expenses
|
90,347
|
88,630
|
1,717
|
2%
|
|||
|
Segment Adjusted EBITDA
|
$43,678
|
$53,223
|
$(9,545)
|
(18%)
|
|||
(a)Digital revenues are solely generated by digital marketing services revenues.
Revenues
For the year ended December 31, 2024, Digitalrevenues remained essentially flat compared to 2023, primarily due to a
Table of contents
decline in revenues from non-core products which were sunset, offset by growth in the core direct business. Core platform
ARPU increased 5.3%for the year ended December 31, 2024, Refer to "Key Performance Indicators" below for further
discussion of Core platform ARPU.
Operating costs
The following table provides the breakout of Operating costsfor the years ended December 31, 2024and 2023:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Outside services
|
$300,523
|
$294,073
|
$6,450
|
2%
|
|||
|
Compensation and benefits
|
36,684
|
35,604
|
1,080
|
3%
|
|||
|
Other
|
6,575
|
6,379
|
3%
|
||||
|
Total operating costs
|
$343,782
|
$336,056
|
$7,726
|
2%
|
|||
For the year ended December 31, 2024, Outside servicescosts increasedcompared to 2023, due to an increase in expenses
associated with third-party media fees driven by higher costs of search.
For the year ended December 31, 2024, Compensation and benefitscosts increasedcompared to 2023, primarily due to
higher wages.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expensesfor the years ended December
31, 2024and 2023:
|
Year ended December 31,
|
|||||||
|
In thousands
|
2024
|
2023
|
$ Change
|
% Change
|
|||
|
Compensation and benefits
|
$78,709
|
$76,190
|
$2,519
|
3%
|
|||
|
Outside services and other
|
11,638
|
12,440
|
(802)
|
(6%)
|
|||
|
Total selling, general and administrative expenses
|
$90,347
|
$88,630
|
$1,717
|
2%
|
|||
For the year ended December 31, 2024, Compensation and benefitscosts increasedcompared to 2023, primarily due to
higher payroll expense of $1.7 million, driven by higher wages and higheremployee benefit costs of $0.8 million.
For the year ended December 31, 2024, Outside services and othercosts decreasedcompared to 2023, mainly due to lower
bad debt expense of $0.5 million, and a decrease in miscellaneous expenses.
Key performance indicators
A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge
performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of
similar businesses.
We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only
paid subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues
divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from
customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.
Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues
and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in
our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our
segments.
Table of contents
The following tables provide information regarding certain KPIs for the USA TODAY Media, Newsquestand LocaliQ
segments:
|
Year ended December 31,
|
|||||||||||||
|
In thousands, except ARPU
|
2025
|
2024
|
Change
|
% Change
|
2023
|
Change
|
% Change
|
||||||
|
Digital-only ARPU:
|
|||||||||||||
|
USA TODAY Media
|
$8.34
|
$7.83
|
$0.51
|
6.5%
|
$6.46
|
$1.37
|
21.2%
|
||||||
|
Newsquest
|
$5.90
|
$6.17
|
$(0.27)
|
(4.4)%
|
$6.14
|
$0.03
|
0.5%
|
||||||
|
Total USA TODAY Co.
|
$8.17
|
$7.75
|
$0.42
|
5.4%
|
$6.45
|
$1.30
|
20.2%
|
||||||
|
Year ended December 31,
|
|||||||||||||
|
In thousands, except ARPU
|
2025
|
2024
|
Change
|
% Change
|
2023
|
Change
|
% Change
|
||||||
|
LocaliQCore platform:
|
|||||||||||||
|
Core platform revenues
|
$446,373
|
$474,298
|
$(27,925)
|
(5.9)%
|
$473,172
|
$1,126
|
0.2%
|
||||||
|
Core platform ARPU
|
$2,794
|
$2,760
|
$34
|
1.2%
|
$2,620
|
$140
|
5.3%
|
||||||
|
Core platform average customer count
|
13.3
|
14.3
|
(1.0)
|
(7.0)%
|
15.1
|
(0.8)
|
(5.3)%
|
||||||
|
As of December 31,
|
||||||||||
|
In thousands
|
2025
|
2024
|
% Change
|
2023
|
% Change
|
|||||
|
Digital-only paid subscriptions:
|
||||||||||
|
USA TODAY Media:
|
1,367
|
1,953
|
(30.0)%
|
1,912
|
2.1%
|
|||||
|
Newsquest
|
31.8%
|
32.5%
|
||||||||
|
Total USA TODAY Co.
|
1,512
|
2,063
|
(26.7)%
|
1,995
|
3.4%
|
|||||
LIQUIDITY AND CAPITAL RESOURCES
Our primary cash requirements are for working capital, debt obligations, and capital expenditures.
We expect to fund our operations and debt service requirements through cash provided by our operating activities. We
expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations,
and all required capital expenditures for at least the next twelve months and beyond. However, a further economic downturn or
an increased rate of revenue declines would negatively impact our revenue, cash provided by operating activities and liquidity.
We continue to implement cost reduction initiatives to reduce our ongoing level of operating expense. We believe our ability to
realize benefits from our cost reduction initiatives will be necessary to offset the continued secular decline in our legacy print
business revenue streams. We believe that these measures are important in response to the overall challenging macroeconomic
environment that we are facing. Refer to "Overview - Macroeconomic Environment" above for further discussion.
Details of our cash flows are included in the table below:
|
Year ended December 31,
|
|||
|
In thousands
|
2025
|
2024
|
|
|
Cash provided by operating activities
|
$114,389
|
$100,310
|
|
|
Cash provided by (used for) investing activities
|
8,970
|
(27,950)
|
|
|
Cash used for financing activities
|
(139,837)
|
(68,853)
|
|
|
Effect of currency exchange rate change on cash
|
(1,891)
|
2,062
|
|
|
(Decrease) increase in cash, cash equivalents and restricted cash
|
$(18,369)
|
$5,569
|
|
Cash flows provided by operating activities: Our largest source of cash provided by operating activities is cash generated
through circulation subscribers and advertising and marketing services, primarily from local and national print advertising, as
well as retail, classified, and online revenues. Additionally, we generate cash through commercial printing and delivery services
to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery,
and outside services.
For the year ended December 31, 2025, cash flows provided byoperating activities were $114.4 millioncompared to
$100.3 millionfor the year ended December 31, 2024. The increase in cash flows provided by operating activities was primarily
due to a decrease in contributions to our pension and other postretirement benefit plans and a decrease in cash paid for interest,
partially offset by lower cash receipts related to deferred revenues, an increase in severance payments and an increase in cash
paid for income taxes.
Cash flows provided by (used for) investing activities:For the year ended December 31, 2025, cash flows provided by
investing activities were $9.0 millioncompared to $28.0 millionin cash flows used forinvesting activities for the year ended
December 31, 2024. The change in cash flows provided by(used for) investing activities was primarily due to an increase in
proceeds from the sale of real estate and other strategic and non-strategic assets of $39.4 million, partially offset by an increase
in purchases of property, plant, and equipment of $2.0 million.
Cash flows used for financing activities:For the year ended December 31, 2025, cash flows used forfinancing activities
were $139.8 millioncompared to $68.9 millionfor the year ended December 31, 2024. The increase in cash used forfinancing
activities was primarily due to higher repayments of long-term debt, net of borrowings of $120.5 millionin 2025, compared to
higher borrowings of long-term debt, net of repayments of $192.9 millionin 2024, partially offset by lower repayments of
convertible debt, net of borrowings of $233.5 millionand a $7.9 milliondecrease in payments of deferred financing costs.
Debt
As of December 31, 2025, the carrying value of our outstanding debt totaled $954.2 million, which consisted of $715.1
millionrelated to the 2029 Term Loan Facility, $216.8 millionrelated to the 2031 Notes (as defined below), and $22.3 million
related to the 2027 Notes (as defined below).
In April 2025, we received a waiver from certain lenders of our 2029 Term Loan Facilityand certain holders of our 2031
Notes (as defined below) and entered into a privately negotiated agreement with a holder of our 2027 Notes (as defined below)
to repurchase $14.0 millionprincipal amount of our outstanding 2027 Notes at 105%of par value, plus accrued and unpaid
interest, for $15.0 millionin cash. This transaction was financed using proceeds from delayed draw term loans under our 2029
Term Loan Facility, and as a result as of December 31, 2025, $15.0 millionof delayed draw term loans had been drawn under
the 2029 Term Loan Facility. As a result of this transaction, we recognized an immaterialloss on the early extinguishment of
debt during the year ended December 31, 2025.
The 2029 Term Loan Facilitybears interest at an annual rate equal, at the Borrower's option, to either (a) an alternate base
rate (which shall not be less than 2.50%per annum) plus a margin equal to 4.00%per annum or (b) Adjusted Term SOFR
(which shall not be less than 1.50%) plus a margin equal to 5.00%per annum. The 2029 Term Loan Facilitywill mature on
October 15, 2029and is freely prepayable without penalty.
The 2029 Term Loan Facilityis amortized at a rate of $17.3 millionper quarter. In addition, we are required to repay the
2029 Term Loan Facilityfrom time to time with (i) the proceeds of non-ordinary course asset sales and casualty and
condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facilityand
(iii) the aggregate amount of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of
$100.0 millionas of the last day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024).
For the year ended December 31, 2025, the Company prepaid $135.5 million, under the 2029 Term Loan Facility,
including quarterly amortization payments, which were classified as financing activities in the Consolidated statements of cash
flows.
Interest on our 6.000%Senior Secured Convertible Notes due 2027 (the "2027 Notes") and our 6.000%Senior Secured
Convertible Notes due 2031 (the "2031 Notes") is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature
on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031
Notes may be converted at any time by the Holders into cash, shares of our common stock, par value $0.01per share (the
"Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial conversion rate for
both the 2027 Notes and the 2031 Notes is 200shares of Common Stock per $1,000principal amount of the 2027 Notes and the
2031 Notes, respectively, which is equal to a conversion price of $5.00per share of Common Stock (the "Conversion Price").
For the year ended December 31, 2025, noshares of Common Stock were issued upon conversion, exercise, or satisfaction of
the required conditions of the 2027 Notes or the 2031 Notes.
Our 2029 Term Loan Facility, 2031 Notes, and 2027 Notes all contain usual and customary covenants and events of
default. As of December 31, 2025, we were in compliance with all such covenants and obligations.
Refer to Note 9 - Debtin the notes to the Consolidated financial statementsfor additional discussion regarding our debt.
Additional information
We continue to evaluate our results of operations, liquidity and cash flows, and as part of these measures, we have taken
steps to manage cash outflow by rationalizing expenses and implementing various cost management initiatives. We do not
presently pay a quarterly dividend and there can be no assurance that we will pay dividends in the future. In addition, the terms
of our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes Indenture have terms that restrict our ability to
pay dividends.
Our Board of Directors has authorized the repurchase of up to $100 million(the "Stock Repurchase Program") of our
Common Stock. Repurchases may be made from time to time through open market purchases or privately negotiated
transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements.
The amount and timing of the purchases, if any, will depend on a number of factors, including, but not limited to, the price and
availability of our shares, trading volume, capital availability, our performance and general economic and market conditions.
The Stock Repurchase Program may be suspended or discontinued at any time. Further, future repurchases under our Stock
Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements,
unless an exception is available or we obtain a waiver or similar relief.
During the year ended December 31, 2025, we did notrepurchase any shares of Common Stock under the Stock
Repurchase Program. As of December 31, 2025, the remaining authorized amount under the Stock Repurchase Program was
approximately $96.9 million.
We expect our capital expenditures during the year ended December 31, 2026to total approximately $55 millionto
$65 million. Thesecapital expenditures are anticipated to be primarily comprised of projects related to digital product
development, costs associated with our technology systems, print facilities, office facilities and equipment upgrades.
Our leverage may adversely affect our business and financial performance and restricts our operating flexibility. The level
of our indebtedness and our ongoing cash flow requirements may expose us to a risk that a substantial decrease in operating
cash flows due to, among other things, continued or additional adverse economic conditions or adverse developments in our
business, could make it difficult for us to meet the financial and operating covenants contained in our 2029 Term Loan Facility,
the 2031 Notes, and the 2027 Notes. In addition, our leverage may limit cash flow available for general corporate purposes such
as capital expenditures as well as share repurchases and acquisitions and our flexibility to react to competitive, technological,
and other changes in our industry and economic conditions generally. We continue to closely monitor economic factors,
including, but not limited to, the current inflationary market and changing interest rates, and we expect to continue to take the
steps necessary to appropriately manage liquidity.
As of December 31, 2025, we had no off-balance sheet arrangements that are reasonably likely to have a material current or
future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Contractual obligations and commitments
We enter into various contractual arrangements as a part of our operations. Many of these contractual obligations are
discussed in the notes to our Consolidated financial statements. As of December 31, 2025, material obligations discussed in the
notes to our Consolidated financial statements included (i) principal payments on our long-term debt discussed in Note 9 -
Debt, (ii) operating leases discussed in Note 4 - Leases, and (iii) pension and postretirement benefits discussed in Note 10 -
Pensions and other postretirement benefit plans. We anticipate interest payments associated with our long-term debt totaling
$74.9 million in 2026, $67.3 millionin 2027and $122.3 millionthereafter. Due to uncertainty with respect to the timing of
future cash flows associated with unrecognized tax benefits at December 31, 2025, we are unable to make reasonably reliable
estimates of the period of cash settlement. See Note 12 - Income taxesto the Consolidated financial statementsfor a further
discussion of income taxes.
In addition, we have purchase obligations which include professional services, digital licenses and information technology
services, interactive marketing agreements, and other legally binding commitments. As of December 31, 2025, we had future
purchase obligations totaling $115.5 milliondue in 2026, $77.4 milliondue in 2027, and $127.9 milliondue thereafter. We
have certain contracts to purchase newsprint that require us to purchase a percentage of our total requirements for production at
market rate. Since the quantities purchased annually under these contracts are not fixed, the amount of the related payments for
these purchases is excluded from our future purchase obligations. Amounts for which we are liable under purchase orders
outstanding at December 31, 2025are reflected in the Consolidated balance sheetsas Accounts payable and accrued liabilities.
In addition, we have other noncurrent liabilities totaling $1.3 milliondue in 2026, $0.3 milliondue in 2027, and $0.2 million
due thereafter.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make decisions based on
estimates, assumptions, and factors it considers relevant to the circumstances. Such decisions include the selection of applicable
principles and the use of judgment in their application, the results of which could differ from those anticipated.
Goodwill and indefinite-lived intangible assets
Goodwill is tested for impairment annually on November 30 and between annual tests if events occur or circumstances
change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We have the option
to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value,
although we did not elect to use this option for our evaluation as of November 30, 2025. If we elect to perform a qualitative
assessment and conclude it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying
value, no further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In
the quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of
the reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an
orderly transaction between market participants at the measurement date. We generally determine the fair value of a reporting
unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value include inputs
that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a specific point
in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value. Significant
assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected operating
cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting unit
exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its implied
fair value.
While we believe our judgments represent reasonably possible outcomes based on available facts and circumstances,
adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading
values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit. We
continually evaluate whether current factors or indicators, such as prevailing conditions in the business environment, capital
markets or the economy generally, and actual or projected operating results, require the performance of an interim impairment
assessment of goodwill, as well as other long-lived assets. For example, any significant shortfall, now or in the future, in
advertising revenues or subscribers and/or consumer acceptance of our products could lead to a downward revision in the fair
value of certain reporting units.
Newspaper mastheads (newspaper titles) are not subject to amortization as it has been determined that the useful lives of
such mastheads are indefinite. Newspaper mastheads are tested for impairment annually, or more frequently if events or
changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the fair value of
each group of mastheads with their carrying amount. We used a relief from royalty approach, which utilizes a discounted cash
flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future operating results in
determining the reporting unit fair values are consistently applied in determining the fair value of mastheads.
The performance of our annual impairment analysis resulted in noimpairments to goodwill or indefinite-lived intangible
assets for the year ended December 31, 2025. See Note 7 - Goodwill and intangible assetsfor further discussion. If our future
operating results are not in line with the cash flow forecasts underlying our impairment analysis, we could have an impairment
of our goodwill or intangible assets in the future and such impairment could materially affect our operating results.
Long-lived assets
We evaluate the carrying value of property, plant, and equipment and finite-lived intangible assets for impairment
whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The
evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The
assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash
flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment
existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of
such asset group exceeds its fair value. The market approach is used in some cases to estimate the fair value of property, plant,
and equipment, particularly when there is a change in the use of an asset.
As part of ongoing cost-efficiency programs, we have ceased a number of print operations. Pursuant to these actions,
certain assets and real estate to be retired have been assessed for impairment.
Revenue recognition
Our contracts with customers sometimes include promises to transfer multiple products and services to a customer.
Revenue from sales agreements that contain multiple performance obligations are allocated to each obligation based on the
relative standalone selling price. We determine standalone selling prices based on observable prices charged to customers. See
Note 2 - Summary of significant accounting policiesfor further discussion.
Income taxes
We are subject to income taxes in the U.S. and various foreign jurisdictions in which we operate and record our tax
provision for the anticipated tax consequences in our reported results of operations. Tax laws are complex and subject to
different interpretations by the taxpayer and respective government taxing authorities. Significant judgment is required in
determining our tax expense and in evaluating our tax positions, including evaluating uncertainties in the application of tax laws
and regulations.
We account for income taxes under the provisions of ASC 740, "Income Taxes" ("ASC 740"). Under ASC 740, deferred
tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and
liabilities using tax rates in effect for the year in which the differences are expected to affect taxable income. The assessment of
the realizability of deferred tax assets involves a high degree of judgment and complexity. Valuation allowances are established
when necessary to reduce deferred tax assets to the amounts that are expected to be realized. When we determine that it is more
likely than not that we will be able to realize our deferred tax assets in the future in excess of our net recorded amount, an
adjustment to the deferred tax asset would be made and reflected either in income or as an adjustment to goodwill. This
determination will be made by considering various factors, including our expected future results, that in our judgment will make
it more likely than not that these deferred tax assets will be realized.
Our actual effective tax rate and income tax expense could vary from estimated amounts due to the future impacts of
various items, including changes in income tax laws, tax planning and our forecasted financial condition, and results of
operations in future periods. Although we believe current estimates are reasonable, actual results could differ from these
estimates.
ASC 740 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its
financial statements uncertain tax positions that a company has taken or expects to take on a tax return. Under ASC 740, the
financial statements reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge
of the position and all relevant facts, but without considering time values. Recognized income tax positions are measured at the
largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in
the period in which the change in judgment occurs.
Pension and postretirement liabilities
ASC 715, "Compensation-Retirement Benefits," requires recognition of an asset or liability in the consolidated balance
sheet reflecting the funded status of pension and other postretirement benefit plans, such as retiree health and life, with current-
year changes in the funded status recognized in the statement of stockholders' equity.
The determination of pension plan obligations and expense is based on a number of actuarial assumptions. Two critical
assumptions are the expected long-term rate of return on plan assets and the discount rate applied to pension plan obligations.
For other postretirement benefit plans, which provide for certain health care and life insurance benefits for qualifying retired
employees and which are not funded, critical assumptions in determining other postretirement benefit obligations and expense
are the discount rate and the assumed health care cost-trend rates.
Our pension plans had assets valued at $1.5 billionas of December 31, 2025and the plans' benefit obligations were $1.3
billion, resulting in the plans being 113%funded at such date.
For 2025, the assumption used for the funded status discount rate was 5.50%for our principal retirement plan obligations.
As an indication of the sensitivity of pension liabilities to the discount rate assumption, a 50 basis point reduction in the
discount rate at the end of 2025would have increased plan obligations by approximately $21.1 million. A 50 basis point change
in the discount rate used to calculate the benefit cost for 2025would have decreased total pension plan expense for 2025by
approximately $2.3 million. To determine the expected long-term rate of return on pension plan assets, we consider the current
and expected asset allocations, as well as historical and expected returns on various categories of plan assets, input from the
actuaries and investment consultants, and long-term inflation assumptions. For our principal retirement plan, we used an
assumption of 5.25%for our expected return on pension plan assets for 2025. If we were to reduce our expected rate of return
assumption by 50 basis points, the benefit cost for 2025would have increased by approximately $4.1 million.
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