United States securities and exchange commission logo
October 19, 2023
Douglas Horne
Chief Financial Officer and Chief Accounting Officer
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107-0910
Re: Gannett Co., Inc.
Form 10-K for the
Year ended December 31, 2022
Filed February 23,
2023
File No. 001-36097
Dear Douglas Horne:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 45
1. Please revise the
discussion in your results of operations to quantify the factors
attributable to
significant changes in income statement line items. For example, you
disclose that for the
year ended December 31, 2022, distribution costs decreased
compared to 2021,
primarily due to the reduced volume of home delivery and single copy
sales, cost savings
driven by the reduction of print offerings, lower delivery and postage
costs associated with
lower volumes, as well as the absence of expenses associated with
both businesses
divested and non-core products which were sunset in 2022 and 2021,
partially offset by
higher rates per copy, an increase in commercial delivery activity, and
an increase in
third-party distribution costs. However, it is not clear how much each factor
contributed to the
change, especially considering there are offsetting amounts. Please
revise future filings
accordingly.
Douglas Horne
Gannett Co., Inc.
October 19, 2023
Page 2
Notes to the Financial Statements
Note 3. Revenue, page 80
2. We note that your earnings releases and quarterly calls focus on
digital-only revenue.
Additionally, on page 42 of your MD&A discussion, you disclose that a
key element in
your consumer strategy is growing your paid digital-only subscriber
base. Please tell us
how you have considered separately disclosing digital-only circulation
revenue as part of
your disaggregated revenue disclosure. See guidance in ASC
606-10-55-89 through 55-
91.
Note 14. Segment Reporting, page 106
3. We note that your segment measure of profitability used by the CODM
and disclosed in
Note 14 is Adjusted EBITDA. We also note that in addition to providing
the segment
measure of profitability for the Gannett Media segment and Digital
Marketing Solutions
segment in accordance with ASC 280-10-50-22, you present a Corporate
and Other
Adjusted EBITDA and a consolidated Adjusted EBITDA amount. Please note
that ASC
280 requires disclosure of the profitability measure for each segment
only, and disclosure
of a consolidated Adjusted EBITDA amount is therefore considered a
Non-GAAP
financial measure and as such should not be disclosed in the notes to
the financial
statements under the guidance in Item 10(e)(1)(ii) of Regulation S-K.
Please revise to
remove the consolidated Adjusted EBITDA amounts. Additionally, ASC
280-10-50-
30(b) requires that you reconcile the total of the reportable segments
measures of profit
or loss to your consolidated income before income taxes and
discontinued operations.
Please revise accordingly.
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.
Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at
202-551-3629 with
any questions.
FirstName LastNameDouglas Horne Sincerely,
Comapany NameGannett Co., Inc.
Division of
Corporation Finance
October 19, 2023 Page 2 Office of
Manufacturing
FirstName LastName