United States securities and exchange commission logo
November 23, 2020
Douglas Horne
Chief Financial Officer
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107
Re: Gannett Co., Inc.
Form 10-K for the
Year Ended December 31, 2019
Filed March 2, 2020
Form 10-Q for the
Period Ended September 30, 2020
Filed November 3,
2020
File No. 001-36097
Dear Mr. Horne:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-Q for the Quarter Ended September 30, 2020
Note 13. Commitments, contingencies and other matters, page 22
1. In your disclosure for
environment contingencies, you disclose a settlement was reached
with the EPA in 2016
and the final costs cannot be determined until the investigation is
complete, a
determination is made on whether any remediation is necessary, and
contributions from
other PRPs are finalized. Pursuant to ASC 450-20-50, revise future
filings to disclose an
estimate of the reasonably possible loss or range of loss in addition
to any amounts accrued
or a statement that such an estimate cannot be made.
Douglas Horne
FirstName LastNameDouglas Horne
Gannett Co., Inc.
Comapany 23,
November NameGannett
2020 Co., Inc.
November
Page 2 23, 2020 Page 2
FirstName LastName
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 30
2. Please revise your disclosures in future filings to quantify the
change and the reasons for
the change if more than one factor is involved, in order for an
investor to discern the
relative contribution of each of the multiple components cited to the
total change, and
avoid using terms such as "primarily" or "partially offset" unless the
other factors are not
material. For example, you indicated that the increase in publishing
and marketing
solutions revenues primarily due to acquisition-related revenues,
including revenue
contributed by Legacy Gannett, partially offset by the impacts of
COVID-19. Please
revise future filings to quantify material changes attributed to
factors other than your
acquisition of Legacy Gannett, such as the impact of the COVID-19
pandemic or changes
in your legacy operations.
Additionally, include an analysis of the known material trends,
events, demands,
commitments and uncertainties, such as changes in consumer
preferences. For example,
we note that digital advertising and marketing services revenues for
the nine months
ended September 30, 2020 were 23% of total revenues as compared to 11%
for the nine
months ended September 30, 2019.
Please refer to SEC Release Nos. 33-6835 and 33-8350 and CF Disclosure
Topic 9 for
further guidance. As part of your response, please provide us with an
example of the
disclosure to be included in future filings.
3. In your Form 10-K, you provide various types of subscriber data such
as paid circulation
volume, average daily print readership, digitally activated
subsribers. Revise to include
relevant subscriber metrics for the periods presented to illustrate
volume trends in your
revenues. Please refer to the metrics guidance set forth in SEC
Release No. 33-10751.
Form 10-K for the Year Ended December 31, 2019
Item 9A. Controls and Procedures, page 110
4. We note your disclosure in the first paragraph that your principal
executive officer and
your principal financial officers concluded that, with the exception
of the material
weakness, your disclosure controls and procedures were effective as of
the end of the
period covered by this annual report. In Sections II.D and E of SEC
Release 33-8238, the
Commission recognizes that there is substantial overlap between
internal controls over
financial reporting and disclosure controls and procedures.
Accordingly, please note that
this type of qualification of your conclusion with respect to
disclosure controls and
procedures is not allowed. Please amend your Form 10-K to correct this
statement and
conclude your disclosure controls and procedures were not effective.
Alternatively, based
on your facts and circumstances (i.e., the proximity to the end of
fiscal 2020 and your
conclusion in your most recent Form 10-Q that disclosure controls and
procedures were
not effective), you may choose to include a statement in your Form
10-K for 2020 that the
Douglas Horne
Gannett Co., Inc.
November 23, 2020
Page 3
prior conclusion in your Form 2019 10-K was incorrect and should have
been not
effective.
5. Please file revised certifications that include paragraphs 4 and 5 if
you amend your Item
307 of Regulation S-K disclosures in the 2019 Form 10-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Effie Simpson at (202) 551-3346 or Melissa Raminpour,
Branch Chief,
at (202) 551-3379 with any questions.
FirstName LastNameDouglas Horne Sincerely,
Comapany NameGannett Co., Inc.
Division of
Corporation Finance
November 23, 2020 Page 3 Office of
Manufacturing
FirstName LastName