UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

_______________________

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-36097

___________________________

GANNETT CO., INC.
(Exact name of registrant as specified in its charter)

___________________________

Delaware			38-3910250
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
7950 Jones Branch Drive,	McLean,	Virginia	22107-0910
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (703) 854-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	GCI	The New York Stock Exchange
Preferred Stock Purchase Rights	N/A	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of August 1, 2022, 146,677,527 shares of the registrant's Common Stock were outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views regarding, among other things, our future growth, results of operations, performance, business prospects and opportunities, and our environmental, social and governance goals, and are not statements of historical fact. Words such as "anticipate(s)," "expect(s)," "intend(s)," "plan(s)," "project(s)," "believe(s)," "forecast," "will," "aim," "would," "may," "seek(s)," "estimate(s)" and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties, and other factors that could lead to actual results materially different from those described in the forward-looking statements. We can give no assurance our expectations will be attained. Our actual results, liquidity, and financial condition may differ from the anticipated results, liquidity, and financial condition indicated in the forward-looking statements. Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others:

•General economic and market conditions, including inflation and interest rates;

•Global hostilities and any resulting effects and uncertainties;

•The competitive environment in which we operate;

•Risks and uncertainties associated with the COVID-19 pandemic;

•Economic conditions in the various regions of the United States, the United Kingdom, and other regions in which we operate our business;

•The shift within the publishing industry from traditional print media to digital forms of publication;

•Risks and uncertainties associated with our Digital Marketing Solutions segment, including its significant reliance on Google for media purchases, its international operations, and its ability to develop and gain market acceptance for new products or services;

•Declining print advertising revenue and circulation subscribers;

•Our ability to grow our digital marketing services initiatives, digital audience, and advertiser base;

•Our ability to grow our business organically;

•Variability in the exchange rate relative to the U.S. dollar of currencies in foreign jurisdictions in which we operate;

•Our ability to realize the anticipated benefits of our acquisitions;

•The availability and cost of capital for future investments;

•Our indebtedness may restrict our operations and/or require us to dedicate a portion of cash flow from operations to payments associated with our debt;

•Our current intention not to pay dividends and our ability to pay dividends in the future, if at all;

•Our ability to reduce costs and expenses;

•Our ability to maintain proper and effective internal control over financial reporting;

•Our ability to recruit and retain key personnel; and

•Any shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees.

Additional risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the risks identified by us under the heading "Risk Factors" in this Quarterly Report on Form 10-Q, under the heading "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the "SEC") on February 24, 2022, and the statements made in subsequent filings. Such forward-looking statements speak only as of the date they are made. Except to the extent required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

INDEX TO GANNETT CO., INC.

Q2 2022 FORM 10-Q

Item No.		Page
	Part I. Financial Information
1	Financial Statements	2
2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
3	Quantitative and Qualitative Disclosures About Market Risk	45
4	Controls and Procedures	45
	Part II. Other Information
1	Legal Proceedings	46
1A	Risk Factors	46
2	Unregistered Sales of Equity Securities and Use of Proceeds	46
3	Defaults Upon Senior Securities	46
4	Mine Safety Disclosures	46
5	Other Information	46
6	Exhibits	48
	Signatures	49

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GANNETT CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands, except share data	June 30, 2022		December 31, 2021
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	87,331	$	130,756
Accounts receivable, net of allowance for doubtful accounts of $11,967 and $16,470 as of June 30, 2022 and December 31, 2021, respectively	289,813		328,733
Inventories	34,981		37,662
Prepaid expenses and other current assets	75,392		80,110
Total current assets	487,517		577,261
Property, plant and equipment, net of accumulated depreciation of $359,248 and $336,500 as of June 30, 2022 and December 31, 2021, respectively	372,375		415,384
Operating lease assets	257,361		271,935
Goodwill	540,491		533,709
Intangible assets, net	666,678		713,153
Deferred tax assets	—		32,399
Pension and other assets	329,228		284,228
Total assets	$	2,653,650	$	2,828,069
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities	$	320,699	$	357,014
Deferred revenue	174,112		184,838
Current portion of long-term debt	60,846		69,456
Other current liabilities	49,699		51,218
Total current liabilities	605,356		662,526
Long-term debt	760,954		769,446
Convertible debt	399,319		393,354
Deferred tax liabilities	10,702		28,812
Pension and other postretirement benefit obligations	67,554		71,937
Long-term operating lease liabilities	242,262		254,969
Other long-term liabilities	109,595		117,410
Total noncurrent liabilities	1,590,386		1,635,928
Total liabilities	2,195,742		2,298,454
Commitments and contingent liabilities (See Note 11)
Equity
Preferred stock, $0.01 par value per share, 300,000 shares authorized, of which 150,000 shares are designated as Series A Junior Participating Preferred Stock, none of which were issued and outstanding at June 30, 2022 and December 31, 2021	—		—
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 152,597,534 shares issued and 146,787,563 shares outstanding at June 30, 2022; 144,667,389 shares issued and 142,299,399 shares outstanding at December 31, 2021	1,526		1,446
Treasury stock, at cost, 5,809,971 shares and 2,367,990 shares at June 30, 2022 and December 31, 2021, respectively	(14,700)		(8,151)
Additional paid-in capital	1,402,652		1,400,206
Accumulated deficit	(978,054)		(921,399)
Accumulated other comprehensive income	46,747		59,998
Total Gannett stockholders equity	458,171		532,100
Noncontrolling interests	(263)		(2,485)
Total equity	457,908		529,615
Total liabilities and equity	$	2,653,650	$	2,828,069

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
In thousands, except per share amounts	2022		2021		2022		2021
Advertising and marketing services	$	383,609	$	420,110	$	758,723	$	808,467
Circulation	274,624		310,259		563,226		635,696
Other	90,427		73,906		174,788		137,196
Total operating revenues	748,660		804,275		1,496,737		1,581,359
Operating costs	476,002		473,172		945,887		950,970
Selling, general and administrative expenses	227,836		222,904		449,673		426,588
Depreciation and amortization	49,530		48,242		97,313		106,345
Integration and reorganization costs	15,745		8,444		27,143		21,848
Asset impairments	85		—		939		833
Loss (gain) on sale or disposal of assets, net	372		5,294		(2,432)		10,039
Other operating expenses	314		774		1,416		11,350
Total operating expenses	769,884		758,830		1,519,939		1,527,973
Operating income (loss)	(21,224)		45,445		(23,202)		53,386
Interest expense	26,084		35,264		52,090		74,767
Loss on early extinguishment of debt	749		2,834		3,492		22,235
Non-operating pension income	(18,160)		(23,906)		(36,373)		(47,784)
Loss on convertible notes derivative	—		—		—		126,600
Other non-operating expense (income), net	1,645		(1,148)		(160)		(3,023)
Non-operating expenses	10,318		13,044		19,049		172,795
Income (loss) before income taxes	(31,542)		32,401		(42,251)		(119,409)
Provision for income taxes	22,158		17,692		14,551		8,583
Net income (loss)	(53,700)		14,709		(56,802)		(127,992)
Net loss attributable to noncontrolling interests(a)	(12)		(406)		(147)		(791)
Net income (loss) attributable to Gannett	$	(53,688)	$	15,115	$	(56,655)	$	(127,201)
Income (loss) per share attributable to Gannett - basic	$	(0.39)	$	0.11	$	(0.41)	$	(0.95)
Income (loss) per share attributable to Gannett - diluted	$	(0.39)	$	0.10	$	(0.41)	$	(0.95)
Other comprehensive income (loss):
Foreign currency translation adjustments	$	(15,648)	$	1,750	$	(23,204)	$	4,787
Pension and other postretirement benefit items:
Net actuarial gain (loss)	12,786		(1,426)		10,990		(300)
Amortization of net actuarial (gain) loss	(217)		(5)		(249)		15
Other	1,469		(292)		2,005		(846)
Total pension and other postretirement benefit items	14,038		(1,723)		12,746		(1,131)
Other comprehensive income (loss) before tax	(1,610)		27		(10,458)		3,656
Income tax expense (benefit) related to components of other comprehensive income (loss)	3,250		(390)		2,793		(184)
Other comprehensive income (loss), net of tax	(4,860)		417		(13,251)		3,840
Comprehensive income (loss)	(58,560)		15,126		(70,053)		(124,152)
Comprehensive loss attributable to noncontrolling interests(a)	(12)		(406)		(147)		(791)
Comprehensive income (loss) attributable to Gannett	$	(58,548)	$	15,532	$	(69,906)	$	(123,361)

(a)     For the three and six months ended June 30, 2022, there were no redeemable noncontrolling interests included in Net loss attributable to noncontrolling interests. For the three and six months ended June 30, 2021, Net loss attributable to noncontrolling interests included $0.4 million and $0.8 million, respectively, relating to redeemable noncontrolling interests.

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
In thousands	2022		2021
Operating activities
Net loss	$	(56,802)	$	(127,992)
Adjustments to reconcile net loss to operating cash flows:
Depreciation and amortization	97,313		106,345
Share-based compensation expense	8,778		9,202
Non-cash interest expense	10,641		11,531
Loss (gain) on sale or disposal of assets, net	(2,432)		10,039
Loss on convertible notes derivative	—		126,600
Loss on early extinguishment of debt	3,492		22,235
Asset impairments	939		833
Pension and other postretirement benefit obligations	(51,353)		(78,038)
Change in other assets and liabilities, net	(8,888)		11,832
Cash provided by operating activities	1,688		92,587
Investing activities
Acquisitions, net of cash acquired	(15,432)		—
Purchase of property, plant and equipment	(23,292)		(15,821)
Proceeds from sale of real estate and other assets	29,623		23,341
Change in other investing activities	(548)		(335)
Cash provided by (used for) investing activities	(9,649)		7,185
Financing activities
Payments of deferred financing costs	(957)		(33,921)
Borrowings under term loans	80,000		1,045,000
Repayments under term loans	(74,879)		(1,129,605)
Repayments of long-term debt	(30,000)		—
Acquisition of noncontrolling interests	(2,050)		—
Treasury stock	(6,529)		(2,030)
Changes in other financing activities	(632)		(423)
Cash used for financing activities	(35,047)		(120,979)
Effect of currency exchange rate change on cash	(1,140)		625
Decrease in cash, cash equivalents and restricted cash	(44,148)		(20,582)
Cash, cash equivalents and restricted cash at beginning of period	143,619		206,726
Cash, cash equivalents and restricted cash at end of period	$	99,471	$	186,144

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

	Three months ended June 30, 2022
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest(a)
In thousands	Shares	Amount								Shares	Amount				Total
Balance at March 31, 2022	151,017	$	1,510	$	1,397,516	$	51,607	$	(924,366)	3,188	$	(11,290)	$	(251)	$	514,726
Net loss attributable to Gannett	—	—		—		—		(53,688)		—	—		(12)		(53,700)
Restricted stock awards settled, net of withholdings	—	—		(18)		—		—		—	—		—		(18)
Restricted share grants	1,303	13		(13)		—		—		—	—		—		—
Other comprehensive loss, net(b)	—	—		—		(4,860)		—		—	—		—		(4,860)
Share-based compensation expense	—	—		5,385		—		—		—	—		—		5,385
Issuance of common stock	278	3		23		—		—		—	—		—		26
Treasury stock	—	—		—		—		—		863	(3,391)		—		(3,391)
Restricted share forfeiture	—	—		—		—		—		1,759	(19)		—		(19)
Other activity	—	—		(241)		—		—		—	—		—		(241)
Balance at June 30, 2022	152,598	$	1,526	$	1,402,652	$	46,747	$	(978,054)	5,810	$	(14,700)	$	(263)	$	457,908

	Three months ended June 30, 2021
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest(a)
In thousands	Shares	Amount								Shares	Amount				Total
Balance at March 31, 2021	144,444	$	1,444	$	1,421,977	$	53,596	$	(928,753)	1,902	$	(6,612)	$	—	$	541,652
Net income attributable to Gannett	—	—		—		—		15,115		—	—		—		15,115
Restricted stock awards settled, net of withholdings	5	—		(11)		—		—		—	—		—		(11)
Equity component - 2027 Notes	—	—		(32,534)		—		—		—	—		—		(32,534)
Other comprehensive income, net(b)	—	—		—		417		—		—	—		—		417
Share-based compensation expense	—	—		5,779		—		—		—	—		—		5,779
Issuance of common stock	190	2		—		—		—		—	—		—		2
Treasury stock	—	—		—		—		—		63	(323)		—		(323)
Restricted share forfeiture	—	—		—		—		—		50	—		—		—
Other activity	—	—		(20)		—		—		—	—		—		(20)
Balance at June 30, 2021	144,639	$	1,446	$	1,395,191	$	54,013	$	(913,638)	2,015	$	(6,935)	$	—	$	530,077

(a) Excludes Redeemable noncontrolling interests which are reflected in temporary equity.

(b) For the three months ended June 30, 2022 and 2021, Other comprehensive income is net of income tax provision of $3.3 million and income tax benefit of $0.4 million, respectively.

5

GANNETT CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED

(Unaudited)

	Six months ended June 30, 2022
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest(a)
In thousands	Shares	Amount								Shares	Amount				Total
Balance at December 31, 2021	144,667	$	1,446	$	1,400,206	$	59,998	$	(921,399)	2,368	$	(8,151)	$	(2,485)	$	529,615
Net loss attributable to Gannett	—	—		—		—		(56,655)		—	—		(147)		(56,802)
Acquisition of noncontrolling interests	—	—		(4,419)		—		—		—	—		2,369		(2,050)
Restricted stock awards settled, net of withholdings	615	7		(1,559)		—		—		—	—		—		(1,552)
Restricted share grants	7,031	70		(70)		—		—		—	—		—		—
Other comprehensive loss, net(c)	—	—		—		(13,251)		—		—	—		—		(13,251)
Share-based compensation expense	—	—		8,778		—		—		—	—		—		8,778
Issuance of common stock	285	3		85		—		—		—	—		—		88
Treasury stock	—	—		—		—		—		1,555	(6,529)		—		(6,529)
Restricted share forfeiture	—	—		—		—		—		1,887	(20)		—		(20)
Other activity	—	—		(369)		—		—		—	—		—		(369)
Balance at June 30, 2022	152,598	$	1,526	$	1,402,652	$	46,747	$	(978,054)	5,810	$	(14,700)	$	(263)	$	457,908

	Six months ended June 30, 2021
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Treasury stock			Non-controlling interest(a)
In thousands	Shares	Amount								Shares	Amount				Total
Balance at December 30, 2020	139,495	$	1,395	$	1,103,881	$	50,173	$	(786,437)	1,392	$	(4,903)	$	—	$	364,109
Net loss attributable to Gannett	—	—		—		—		(127,201)		—	—		—		(127,201)
Restricted stock awards settled, net of withholdings	1,062	10		(1,906)		—		—		—	—		—		(1,896)
Restricted share grants	3,878	39		(39)		—		—		—	—		—		—
Equity component - 2027 Notes	—	—		283,718		—		—		—	—		—		283,718
Other comprehensive income, net(c)	—	—		—		3,840		—		—	—		—		3,840
Share-based compensation expense	—	—		9,202		—		—		—	—		—		9,202
Issuance of common stock	204	2		61		—		—		—	—		—		63
Remeasurement of redeemable noncontrolling interests	—	—		126		—		—		—	—		—		126
Treasury stock	—	—		—		—		—		393	(2,030)		—		(2,030)
Restricted share forfeiture	—	—		—		—		—		230	(2)		—		(2)
Other activity	—	—		148		—		—		—	—		—		148
Balance at June 30, 2021	144,639	$	1,446	$	1,395,191	$	54,013	$	(913,638)	2,015	$	(6,935)	$	—	$	530,077

(a) Excludes Redeemable noncontrolling interests which are reflected in temporary equity.

(c) For the six months ended June 30, 2022 and 2021, Other comprehensive income is net of income tax provision of $2.8 million and income tax benefit of $0.2 million, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — Description of business and basis of presentation

Description of business

Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a subscription-led and digitally-focused media and marketing solutions company committed to empowering communities to thrive. Gannett operates a scalable, data-driven media platform that aligns with consumer and digital marketing trends. We aim to be the premier source for clarity, connections and solutions within our communities. Our strategy is focused on driving audience growth and engagement by delivering deeper content experiences to our consumers, while offering the products and marketing expertise our advertisers desire. We expect the execution of this strategy to enable us to continue our evolution from a more traditional print media business to a digitally-focused content platform.

On June 1, 2022, the Company announced a strategic organizational restructuring, which centralized the operations within each of its U.S. operating business units, Gannett Media and Digital Marketing Solutions ("DMS"). This change did not have any impact on segment reporting. However, the Company's historical Publishing segment will be referred to as Gannett Media moving forward. The Gannett Media reportable segment is an aggregation of two operating segments: Domestic Gannett Media (formerly referred to as Domestic Publishing) and Newsquest (formerly referred to as U.K. Publishing).

Our current portfolio of media assets includes USA TODAY, local media organizations in 45 states in the U.S., and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K.") with more than 150 local media brands. We also operate a digital marketing solutions company, branded LOCALiQ, which provides a cloud-based platform of products to enable small and medium-sized businesses to accomplish their marketing goals. In addition, we run what we believe is the largest media-owned events business in the U.S., USA TODAY NETWORK Ventures.

Through USA TODAY, our local property network, and Newsquest, we deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage with it on virtually any device or platform. Additionally, the Company has strong relationships with hundreds of thousands of local and national businesses in both our U.S. and U.K. markets due to our large local and national sales forces and a robust advertising and marketing solutions product suite. The Company reports in two segments, Gannett Media and DMS. We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions such as legal, human resources, accounting, analytics, finance, and marketing. A full description of our reportable segments is included in Note 12 — Segment reporting in the notes to the condensed consolidated financial statements.

Impacts of the COVID-19 pandemic

As a result of the COVID-19 pandemic, we initially experienced a significant decline in Advertising and marketing services revenues, which accelerated the secular declines that we continue to experience. We continue to experience constraints on the sales of single copy newspapers, largely tied to reduced business travel. While COVID-19 related operating trends have improved since the second quarter of 2020, which represents the quarter that was most significantly impacted by the pandemic, we expect that the COVID-19 pandemic, and the resulting changes in consumer behavior, will continue to have a negative impact on our business and results of operations in the near-term, including lower revenues and attendance associated with events as compared to pre-COVID-19 pandemic levels and lower sales of single copy newspapers. If the COVID-19 pandemic were to revert to conditions that existed during 2020, including measures to help mitigate and control the spread of the virus, we would expect to experience further negative impacts in Advertising and marketing services revenues and Circulation revenues.

Basis of presentation

The condensed consolidated financial statements included in this report are unaudited; however, in the opinion of management, they contain all of the adjustments (consisting of those of a normal, recurring nature) considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applicable to interim periods. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities that it controls due to ownership of a majority voting interest. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

7

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates.

Significant estimates inherent in the preparation of the condensed consolidated financial statements include pension and postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of property, plant and equipment and intangible assets.

Recent accounting pronouncements adopted

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the Financial Accounting Standards Board (the "FASB") issued new guidance, ASU 2020-06, that simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition to eliminating certain accounting models, the guidance amends the disclosures for convertible instruments and earnings-per-share guidance. It also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. This guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the accounting for the Company's $497.1 million in aggregate principal amount of 6.0% Senior Secured Convertible Notes due 2027 issued by the Company on November 17, 2020 (the "2027 Notes"), or the condensed consolidated financial statements.

Reference Rate Reform

In March 2020, the FASB issued guidance, ASU 2020-04, that provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate ("LIBOR"). ASU 2020-04 is effective prospectively for all entities through December 31, 2022, when the reference rate replacement activity is expected to have been completed. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During Q1 2022, the Company applied the optional expedient for contract modifications to the amendment of its five-year senior secured term loan facility in an aggregate principal amount of $516.0 million (the "New Senior Secured Term Loan") with Citibank N.A., as collateral agent and administrative agent for the lenders. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements.

Disclosures by Business Entities about Government Assistance

In November 2021, the FASB issued new guidance, ASU 2021-10, that requires annual disclosures for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including: (i) information about the nature of the transactions and related accounting policy used to account for the transactions; (ii) the line items on the condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive income (loss) affected by these transactions, including amounts applicable to each line; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers in a Business Combination

In October 2021, the FASB issued new guidance, ASU 2021-08, that requires an acquirer to recognize and measure certain contract assets and contract liabilities in a business combination in accordance with ASC 606, "Revenue from Contracts with Customers", rather than at fair value on the acquisition date as required under current U.S. GAAP. This guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, including interim periods within those fiscal years. The early adoption of this guidance effective January 1, 2022 did not have a material impact on the condensed consolidated financial statements.

NOTE 2 — Revenues

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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The Company’s condensed consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by revenue type. Sales taxes and other usage-based taxes are excluded from revenues. The following table presents our revenues disaggregated by source:

	Three months ended June 30,				Six months ended June 30,
In thousands	2022		2021		2022		2021
Print advertising	$	173,453	$	200,925	$	346,971	$	394,121
Digital advertising and marketing services	210,156		219,185		411,752		414,346
Total advertising and marketing services	383,609		420,110		758,723		808,467
Circulation	274,624		310,259		563,226		635,696
Other	90,427		73,906		174,788		137,196
Total revenues	$	748,660	$	804,275	$	1,496,737	$	1,581,359

For the three and six months ended June 30, 2022, revenues generated from international locations were approximately 9.8% and 9.3% of total revenues, respectively. For the three and six months ended June 30, 2021, revenues generated from international locations were approximately 7.9% and 7.7% of total revenues, respectively.

Deferred revenues

The Company records deferred revenues when cash payments are received in advance of the Company’s performance obligation. The Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service provided, which represents future delivery of publications (the performance obligation) to subscription customers. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next one to twelve months in accordance with the terms of the subscriptions.

The Company's payment terms vary by the type and location of the customer and the products or services offered. The period between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. The majority of our subscription customers are billed and pay on monthly terms.

The following table presents changes in the deferred revenues balance by type of revenues:

	Six months ended June 30, 2022						Six months ended June 30, 2021
In thousands	Advertising, marketing services, and other		Circulation		Total		Advertising, marketing services, and other		Circulation		Total
Beginning balance	$	60,665	$	124,173	$	184,838	$	51,686	$	134,321	$	186,007
Acquisition	—		2,388		2,388		—		—		—
Cash receipts	140,331		489,333		629,664		132,167		512,262