Business Context and Reporting Period
This Form 8-K is filed by Gannett Co., Inc. (not USA TODAY Co., Inc.) on March 9, 2023. The report discloses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance regarding the external auditor.
Material Changes
- Dismissal of Former Auditor: The Audit Committee dismissed Ernst & Young LLP effective March 9, 2023.
- Appointment of New Auditor: The Audit Committee appointed Grant Thornton LLP as the new independent registered public accounting firm on March 9, 2023.
- Audit History: Reports for fiscal years ended December 31, 2021, and 2022, contained no adverse opinions, disclaimers, or qualifications.
- Disagreements: There were no disagreements between the company and Ernst & Young LLP on accounting principles, practices, or audit scope during the two most recent fiscal years.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary on business operations. It confirms that the company has not consulted Grant Thornton LLP on any significant accounting or auditing matters prior to their appointment. The primary risk disclosed is the transition of audit responsibilities, though the filing asserts a clean audit history with the former firm.
Investor Verification Checklist
- Verify the rationale for dismissing Ernst & Young LLP, as the filing states no disagreements occurred.
- Review the letter from Ernst & Young LLP (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Monitor future filings for the first audit report issued by Grant Thornton LLP.
- Confirm that the company name is Gannett Co., Inc., as the input metadata incorrectly referenced USA TODAY Co., Inc.