Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | JOURNAL MEDIA GROUP, INC. | |
Entity Central Index Key | 1,622,893 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 24,407,533 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated and Combined Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 23,075 | $ 0 |
Receivables, net | 44,498 | 36,958 |
Inventories | 7,697 | 6,184 |
Prepaid expenses and other current assets | 10,821 | 1,937 |
Deferred income taxes | 2,318 | 0 |
Total current assets | 88,409 | 45,079 |
Property, plant and equipment (less accumulated depreciation of $266,064 and $256,603, respectively) | 248,490 | 185,548 |
Goodwill | 9,030 | 0 |
Other intangible assets, net | 11,152 | 2,001 |
Other assets | 4,113 | 2,018 |
Total assets | 361,194 | 234,646 |
Current liabilities: | ||
Accounts payable | 15,417 | 10,573 |
Accrued compensation and benefits | 22,358 | 12,404 |
Deferred revenue | 33,219 | 21,136 |
Other current liabilities | 6,698 | 4,097 |
Total current liabilities | 77,692 | 48,210 |
Accrued employee compensation and benefits | 4,068 | 4,201 |
Accrued pension and retirement benefits | 14,674 | 5,318 |
Deferred income taxes | 16,985 | 0 |
Multi-employer plan withdrawal liability | 0 | 4,100 |
Other long-term liabilities | 4,561 | 3,570 |
Stockholders' equity: | ||
Common stock - $0.01 par value, authorized 100,000,000 shares; issued and outstanding: 24,407,533 shares at September 30, 2015 | 244 | 0 |
Preferred stock - $0.01 par value, authorized 10,000,000 shares; issued and outstanding: 0 shares at September 30, 2015 | 0 | 0 |
Additional paid-in capital | 243,631 | 0 |
Parent company equity | 0 | 169,575 |
Accumulated other comprehensive loss | (3,451) | (2,782) |
Retained earnings | 336 | 0 |
Total stockholders' equity | 240,760 | 166,793 |
Non-controlling interests | 2,454 | 2,454 |
Total equity | 243,214 | 169,247 |
Total liabilities and equity | $ 361,194 | $ 234,646 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated and Combined Balance Sheets (Parenthetical) $ in Thousands | Sep. 30, 2015USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | |
Accumulated depreciation | $ | $ 266,064 |
Common stock, par value ( in dollars per share) | $ / shares | $ 0.01 |
Common stock, authorized (in shares) | 100,000,000 |
Common stock, issued (in shares) | 24,407,533 |
Common stock, outstanding (in shares) | 24,407,533 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Preferred stock, authorized (in shares) | 10,000,000 |
Preferred stock, issued (in shares) | 0 |
Preferred stock, outstanding (in shares) | 0 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated and Combined Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating revenue: | ||||
Advertising and marketing services | $ 63,021 | $ 51,160 | $ 185,524 | $ 168,020 |
Subscriptions | 38,658 | 28,738 | 109,201 | 90,736 |
Other | 8,627 | 4,645 | 22,873 | 16,474 |
Total revenue | 110,306 | 84,543 | 317,598 | 275,230 |
Operating costs and expenses: | ||||
Costs of sales (exclusive of items shown below) | 60,030 | 50,551 | 169,250 | 153,967 |
Selling, general and administrative | 44,782 | 37,271 | 132,121 | 124,409 |
Defined pension and benefit plan expense | 158 | 673 | 1,616 | 6,119 |
Depreciation and amortization | 5,934 | 4,489 | 15,183 | 12,888 |
Total operating costs and expenses | 110,904 | 92,984 | 318,170 | 297,383 |
Operating loss | (598) | (8,441) | (572) | (22,153) |
Other expense, net | (550) | (415) | (399) | (1,082) |
Loss before income taxes | (1,148) | (8,856) | (971) | (23,235) |
Provision (benefit) for income taxes | (660) | 197 | (264) | 213 |
Net loss | $ (488) | $ (9,053) | $ (707) | $ (23,448) |
Loss per share: | ||||
Earnings per share - basic (in dollars per share) | $ (0.02) | $ (0.63) | $ (0.05) | $ (1.62) |
Earnings per share - diluted (in dollars per share) | (0.02) | (0.63) | (0.05) | (1.62) |
Dividends declared per share (in dollars per share) | $ 0.06 | $ 0 | $ 0.10 | $ 0 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated and Combined Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net loss | $ (488) | $ (9,053) | $ (707) | $ (23,448) |
Changes in defined benefit pension plans | 11 | 0 | 22 | 154 |
Total comprehensive loss | (1,168) | (9,053) | (1,376) | (23,294) |
Unconsolidated Company | ||||
Changes in defined benefit pension plans | $ (691) | $ 0 | $ (691) | $ 0 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated and Combined Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Changes in defined benefit pension plans, tax | $ 7 | $ 0 | $ 14 | $ 94 |
Unconsolidated Company | ||||
Changes in defined benefit pension plans, tax | $ 451 | $ 0 | $ 451 | $ 0 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated and Combined Statements of Equity - USD ($) $ in Thousands | Total | JRN shareholders | Scripps shareholders | Unconsolidated Company | Common Stock | Common StockJRN shareholders | Common StockScripps shareholders | Additional Paid-in Capital | Additional Paid-in CapitalJRN shareholders | Additional Paid-in CapitalScripps shareholders | Parent Company Equity | Parent Company EquityScripps shareholders | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Unconsolidated Company | Retained Earnings | Non-controlling Interests |
Beginning balance at Dec. 31, 2013 | $ 187,844 | $ 198,381 | $ (13,195) | $ 2,658 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net earnings (loss) | (23,448) | (23,448) | ||||||||||||||
Changes in defined benefit pension and benefit plans, net of tax | 154 | 154 | ||||||||||||||
Transfer of Knoxville pension plan, net of tax | 2,615 | 802 | 1,813 | |||||||||||||
Transfers to/from Parent | (3,890) | (3,890) | ||||||||||||||
Ending balance at Sep. 30, 2014 | 163,275 | 171,845 | (11,228) | 2,658 | ||||||||||||
Beginning balance at Dec. 31, 2014 | 169,247 | $ 0 | $ 0 | 169,575 | (2,782) | $ 0 | 2,454 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net earnings (loss) | (707) | (3,542) | 2,835 | |||||||||||||
Changes in defined benefit pension and benefit plans, net of tax | 22 | $ (691) | 22 | $ (691) | ||||||||||||
Dividends paid to shareholders | (2,499) | (2,499) | ||||||||||||||
Conversion of Parent equity | 0 | 28,588 | (28,588) | |||||||||||||
Transfers to/from Parent | (10,283) | (10,283) | ||||||||||||||
Distribution of JMG stock | $ 87,362 | $ 0 | $ 99 | $ 145 | $ 87,263 | $ 127,017 | $ (127,162) | |||||||||
Stock based compensation | 763 | 763 | ||||||||||||||
Ending balance at Sep. 30, 2015 | $ 243,214 | $ 244 | $ 243,631 | $ 0 | $ (3,451) | $ 336 | $ 2,454 |
Unaudited Condensed Consolidat8
Unaudited Condensed Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (707) | $ (23,448) |
Adjustments for non-cash items: | ||
Depreciation and amortization | 15,183 | 12,888 |
Provision for doubtful accounts | 548 | 362 |
Deferred income taxes | 1,097 | 0 |
Deferred financing costs | 56 | 0 |
Non-cash stock based compensation | 763 | 0 |
Net (gain) loss from disposal of assets | (264) | 70 |
Impairment of long-lived assets | 265 | 0 |
Multi-employer plan withdrawal accrual | 0 | 4,100 |
Net changes in operating assets and liabilities: | ||
Receivables | 4,271 | 11,688 |
Inventories | 559 | (953) |
Accounts payable | 1,495 | (1,904) |
Payable to Scripps | 1,596 | 0 |
Other assets and liabilities | (6,691) | 2,541 |
Net cash provided by operating activities | 18,171 | 5,344 |
Cash flows from investing activities: | ||
Capital expenditures for property and equipment | (3,430) | (1,589) |
Proceeds from sale of property, plant and equipment | 303 | 135 |
Acquisition of business | 10,489 | 0 |
Contribution to partnership | (480) | 0 |
Net cash provided by (used in) investing activities | 6,882 | (1,454) |
Cash flows from financing activities: | ||
Payments of financing costs | (563) | 0 |
Cash dividends | (2,499) | 0 |
Transfer to/from Parent | 1,084 | (3,890) |
Net cash used in financing activities | (1,978) | (3,890) |
Net increase in cash and cash equivalents | 23,075 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 23,075 | 0 |
Supplemental cash flow information: | ||
Cash paid for income taxes | $ 3,727 | $ 0 |
Formation of the Company and Ba
Formation of the Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation of the Company and Basis of Presentation | FORMATION OF THE COMPANY AND BASIS OF PRESENTATION The Separation — On April 1, 2015, the transactions contemplated by the master transaction agreement, dated July 30, 2014, by and among Scripps and Journal were completed. On April 1, Scripps and Journal (1) separated their newspaper businesses and then combined them through two mergers, resulting in each of them becoming a wholly owned subsidiary of Journal Media Group, and (2) merged their broadcast businesses. Journal Media Group combines the 13 Scripps newspaper markets with Journal's Milwaukee Journal Sentinel and Journal Community Publishing Group, Inc., which publishes several community publications principally in southeastern Wisconsin. Basis of Presentation — The condensed consolidated financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015 include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The financial statements for periods prior to April 1, 2015 reflect the condensed combined financial statements of Scripps Newspapers, a business representing the principal publishing operations of Scripps, as described below. Various agreements between the Company and Scripps became effective as of April 1, 2015 as further described in Note 14 - Transactions with Scripps . The Scripps Newspaper's operations consist of daily and community newspapers in 13 markets across the United States. The newspapers earn revenue primarily from the sale of advertising to local and national advertisers and newspaper subscription fees. Employee related costs, newspaper distribution and newsprint costs are the primary expenses at each newspaper. The newspapers operate in small and mid-size markets, focusing on news coverage within their local markets. The daily newspapers published by the Company are the Abilene (TX) Reporter-News, the Anderson (SC) Independent-Mail, the Corpus Christi (TX) Caller-Times, the Evansville (IN) Courier & Press, the Henderson (KY) Gleaner, the Kitsap (WA) Sun, the Knoxville (TN) News Sentinel, the Memphis (TN) Commercial Appeal, the Naples (FL) Daily News, the Redding (CA) Record-Searchlight, the San Angelo (TX) Standard-Times, the Treasure Coast (FL) News/Press/Tribune, the Ventura County (CA) Star and the Wichita Falls (TX) Times Record News. The business also includes a 40% ownership in the Albuquerque Publishing Company, which publishes the Albuquerque Journal (NM) . Historically, separate financial statements have not been prepared for Scripps Newspapers. For periods prior to April 1, 2015, the condensed combined financial statements reflect the historical financial position, results of operations, changes in parent company equity and cash flows of the Scripps Newspapers, as Scripps Newspapers was historically managed within Scripps (the "Parent"). The condensed combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of Scripps. The condensed combined financial statements are prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP"). Management believes that assumptions and methodologies underlying the allocation of general corporate expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that would have been incurred had the Company operated as a separate stand-alone entity, and, accordingly, may not necessarily reflect the Company's combined financial position, results of operations and cash flows had the Company operated as a stand-alone entity during the periods presented. The condensed consolidated and combined financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited combined financial statements, including the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014 . In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made. Interim results are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We have reclassified certain prior year financial statement amounts to conform to the current year presentation. The Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups Act. For as long as the Company continues to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including the exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS On April 1, 2015, we completed the acquisition of JRN Newspapers by issuing 9,928 common shares to Journal shareholders in exchange for their interest in JRN Newspapers. The purchase price of $87,362 reflects the fair value of the common shares issued to Journal shareholders based on the closing market price of our shares on the acquisition date. The purchase price allocations are preliminary based upon all information available to us at the present time and are subject to working capital and post-closing review adjustments. The fair values of assets acquired and liabilities assumed for JRN Newspapers at the acquisition date are as follows: JRN Newspapers Cash $ 10,489 Receivables, net 12,359 Prepaid expenses and other current assets 4,424 Property, plant and equipment 74,376 Intangible assets 9,600 Goodwill 9,030 Other assets 1,365 Total assets 121,643 Current liabilities 23,624 Long-term liabilities 10,657 Total liabilities 34,281 Total purchase price $ 87,362 The intangible assets are trade names with an amortization period of 25 years. Goodwill of $9,030 arising from the acquisition is attributable to cost and revenue synergies expected to be realized. The goodwill which we acquired is not subject to amortization for financial reporting purposes, but is expected to be entirely deductible for income tax purposes. Transition and integration related costs with respect to the foregoing transaction were $2,228 and $5,980 for the three months and nine months ended September 30, 2015 , respectively, and are included in selling, general and administrative expenses in the condensed consolidated and combined statements of operations. The acquisition has been accounted for under the acquisition method of accounting, which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values, which is a level 3 valuation in the GAAP valuation hierarchy. A level 3 valuation includes pricing inputs that are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The excess purchase price over the amounts assigned to tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. The operating results and cash flows of the acquired business are included in our consolidated financial statements from April 1, 2015 , the effective date we acquired control of JRN Newspapers. JRN Newspapers contributed revenue of $64,903 and net earnings of $3,392 for the period from April 1, 2015 to September 30, 2015 . The following pro forma information presents the combined results of operations as if the acquisition of JRN Newspapers had occurred on January 1, 2014: Three months ended September 30, Nine months ended September 30, Pro Forma Results of Operations 2015 2014 2015 2014 Revenue $ 110,647 $ 120,226 $ 351,377 $ 384,150 Net earnings (loss) $ 1,109 $ (7,424 ) $ 4,282 $ (20,067 ) Earnings (loss) per share, basic and diluted $ 0.04 $ (0.51 ) $ 0.18 $ (1.39 ) The pro forma results reflect certain adjustments related to the acquisition. The 2015 pro forma revenue and net earnings (loss) were adjusted to exclude the $341 and $1,076 revenue reduction related to the fair value deferred revenue valuation for the three months and nine months ended September 30, 2015 , respectively. The results also exclude $1,381 and $3,708 in after-tax transition and integration costs for the three months and nine months ended September 30, 2015 , respectively. The pro forma results exclude any planned revenue or cost synergies or other effects of the planned integration of JRN Newspapers. The pro forma results are for comparative purposes only and may not be indicative of the results that would have occurred if we had completed this acquisition as of the date indicated above or the results that will be attained in the future. |
Recently-Issued Accounting Stan
Recently-Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently-Issued Accounting Standards | RECENTLY-ISSUED ACCOUNTING STANDARDS In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-16, "Business Combinations." This guidance simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. Instead, the acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. In July 2015, the FASB issued ASU No. 2015-11 "Simplifying the Measurement of Inventory." The ASU applies to all inventory that is not measured using the last-in, first-out or retail inventory methods. Under the guidance, an entity should measure inventory at the lower of cost and net realizable value. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software." The ASU provides guidance to customers about whether a cloud computing arrangement contains a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. In April 2015, the FASB issued ASU 2015-03 "Interest - Imputation of Interest." The ASU simplifies the presentation of debt issuance costs. Under the new guidance, debt issuance costs should be presented in the balance sheet as a direct deduction from the carrying amount of debt liability. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. ASU 2015-15 was issued in August 2015 and clarifies the SEC staff's position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements due to the lack of guidance in ASU 2015-03. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. In February 2015, the FASB issued ASU 2015-02 "Consolidation." The ASU updates the consolidation process entities consider when evaluating whether to consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The Company computes earnings per share in accordance with FASB ASC 260-10. Under this guidance, unvested restricted share units that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing basic earnings per share pursuant to the two-class method. The two-class method determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Basic earnings per share has been computed using the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed based upon the assumption that common shares will be outstanding upon expiration of the vesting periods for our non-vested restricted share units. The Company issued 24,378 shares of Journal Media Group common stock upon the completion of the separation on April 1, 2015, 14,450 of which was converted from shares of Scripps common stock. The weighted average number of common shares outstanding assumes the 14,450 shares of Journal Media Group common stock issued to Scripps shareholders were outstanding as of January 1, 2014. For the periods presented, the restricted share units (representing 561 potentially dilutive shares) were anti-dilutive. The following table sets forth the computation of basic and diluted earnings (loss) per share for the three months and nine months ended September 30, 2015 under the two-class method: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Undistributed net loss: Net loss $ (488 ) $ (707 ) Less dividends paid: Common stock 1,466 2,443 Unvested restricted share units 34 56 Total undistributed net loss $ (1,988 ) $ (3,206 ) Undistributed net loss: Common stock $ (1,988 ) $ (3,206 ) Unvested restricted share units — — Total undistributed net loss $ (1,988 ) $ (3,206 ) Basic loss per share: Distributed earnings per share $ 0.06 $ 0.10 Undistributed loss per share (0.08 ) (0.15 ) Basic loss per share $ (0.02 ) $ (0.05 ) Diluted loss per share: Distributed earnings per share $ 0.06 $ 0.10 Undistributed loss per share (0.08 ) (0.15 ) Diluted loss per share $ (0.02 ) $ (0.05 ) Weighted average shares outstanding: Basic 24,408 21,120 Diluted 24,408 21,120 The following table sets for the computation of basic and diluted loss per share for the three months and nine months ended September 30, 2014 : Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Net loss $ (9,053 ) $ (23,448 ) Weighted average shares outstanding: Basic 14,450 14,450 Diluted 14,450 14,450 Loss per share: Basic $ (0.63 ) $ (1.62 ) Diluted $ (0.63 ) $ (1.62 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Prior to April 1, 2015, Scripps Newspapers recorded minimal state taxes and a valuation allowance against its net deferred tax assets for federal and certain state income taxes as it was more likely than not that it would not realize these benefits as a result of its history of losses over the past three years. Subsequent to the transactions which took place on April 1, 2015, under the applicable accounting guidelines we are required to record tax expense each quarter using an annual effective rate that is based on estimated full year income and full year tax expense and takes into account the impact of the transactions. In calculating this rate, we have treated the Scripps Newspapers loss in the first quarter as a non-deductible permanent difference because, for tax purposes, the loss will be claimed by Scripps, not Journal Media Group. Our effective tax rate for the three months ended September 30, 2015 and 2014 was 57.5% and (2.2)% , respectively. Our effective tax rate for the three months ended September 30, 2015 is attributable primarily to the impact of adjusting our year-to-date tax expense for the non-deductible first quarter Scripps loss. The effective tax rate for the three months ended September 30, 2014 was attributable to the full valuation allowance recorded by Scripps Newspapers. Our effective tax rate for the nine months ended September 30, 2015 and 2014 was 27.2% and (0.9)% , respectively. Our effective tax rate for the nine months ended September 30, 2015 is attributable primarily to our annual effective tax rate being applied to a year-to-date loss, partially offset by a year-to-date tax charge of $255 , primarily related to the impact of the transactions on our state deferred tax liability. The effective tax rate for the nine months ended September 30, 2014 was attributable to the full valuation allowance recorded by Scripps Newspapers. We file tax returns in the United States federal jurisdiction, as well as in approximately 14 state and local jurisdictions. The statute of limitations for assessing additional taxes is three years for federal purposes and typically between three and four years for state and local purposes. We are contractually liable for all additional tax liabilities that result from future audits of both the Journal newspapers and Scripps newspapers. The 2011 through 2014 tax returns are open for federal purposes, and the 2010 through 2014 tax returns remain open for state tax purposes, unless the statute of limitations has been previously extended. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following (with the amounts as of September 30, 2015 reflecting the acquisition of JRN Newspapers): As of As of Land and improvements $ 51,533 $ 44,463 Buildings and improvements 171,179 133,019 Equipment 288,933 264,669 Construction in progress 2,909 — Total 514,554 442,151 Accumulated depreciation (266,064 ) (256,603 ) Net property, plant and equipment $ 248,490 $ 185,548 During the third quarter of 2015, we recorded accelerated depreciation of $510 related to existing assets that will be replaced by a press project when it is completed in the first quarter of 2016. During the second quarter of 2015, we recorded an impairment of $265 for land and a building based on an accepted offer to sell the property that was subsequently canceled. The fair value measurement is considered a level 3 measurement in the GAAP valuation hierarchy. The charge is recorded in selling, general and administrative expense. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Other Intangible Assets Other intangible assets consisted of the following: As of As of Amortizable intangible assets: Carrying amount: Customer lists and advertiser relationships $ 10,404 $ 10,404 Trade names 9,600 — Other 1,742 1,742 Total carrying amount 21,746 12,146 Accumulated amortization: Customer lists and advertiser relationships (8,818 ) (8,651 ) Trade names (192 ) — Other (1,584 ) (1,494 ) Total accumulated amortization (10,594 ) (10,145 ) Net amortizable intangible assets $ 11,152 $ 2,001 Estimated amortization expense of intangible assets for the remainder of 2015 and for each of the next five years is as follows: 2015 $ 182 2016 684 2017 593 2018 593 2019 532 2020 517 Thereafter 8,051 Total $ 11,152 Goodwill In the second quarter of 2015, we recorded goodwill of $9,030 related to the acquisition of JRN Newspapers. There were no impairment indicators identified during the third quarter of 2015. Our annual testing date for goodwill impairment is October 1. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | NONCONTROLLING INTEREST Individuals and other entities own a 4% noncontrolling interest in the capital stock of the subsidiary company that publishes our Memphis newspaper and a 6% noncontrolling interest in the capital stock of the subsidiary company that publishes our Evansville newspaper. We are not required to redeem the noncontrolling interests in these subsidiary companies. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT On April 1, 2015, we entered into a five -year credit agreement maturing on April 1, 2020. The credit agreement provides for a revolving credit facility with total aggregate commitments of $50 million . As of September 30, 2015 , there were no borrowings outstanding. The proceeds of the facility will be used by us for general corporate purposes. At our option, the commitments under the credit agreement may be increased from time to time in the form of additional revolving commitments and/or incremental term loans to an aggregate amount not to exceed $75 million . The increase option is subject to the satisfaction of certain conditions, including, without limitation, the identification of lenders (which may include existing lenders or new lenders) willing to provide the additional commitments. Borrowings under the credit agreement incur interest, at our option, at either (a) the London Interbank Offered Rate ("LIBOR") plus a margin that ranges from 125 basis points to 200 basis points, depending on the net debt ratio, or (b) (i) the base rate, which equals the highest of the prime rate set by U.S. Bank National Association, the Federal Funds Rate plus 50 basis points or one-month LIBOR plus 100 basis points, plus (ii) a margin that ranges from 25 basis points to 100 basis points, depending on the net debt ratio. As of September 30, 2015 , the margin above LIBOR was 125 basis points. Our obligations under the credit agreement are currently guaranteed by certain of our subsidiaries. Subject to certain exceptions, the credit agreement is secured by liens on our assets and contains affirmative, negative and financial covenants which are customary for financings of this type, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on dispositions and restrictions on the payment of dividends. Under the credit agreement, dividends from borrowed funds may not exceed $10 million in any fiscal year. The credit agreement also includes the following financial covenants: • A consolidated total debt ratio of not greater than 3 -to-1, as of the end of each fiscal quarter, as determined for the four fiscal quarters then ended. This ratio compares, as of the last day of any fiscal quarter, our consolidated total debt on such date to consolidated EBITDA, defined in the credit agreement as earnings before interest, taxes, depreciation, amortization, restructuring charges, gains/losses on asset disposals, non-cash charges and certain other adjustments, for the period of four consecutive fiscal quarters ending on such date. • A minimum interest coverage ratio of not less than 3 -to-1, as of the end of each fiscal quarter, as determined for the four fiscal quarters then ended. This ratio compares, for any period, our consolidated EBIT, defined in the credit agreement as earnings before interest, taxes, restructuring charges, gains/losses on asset disposals, non-cash charges and certain other adjustments, for the four fiscal quarters then ended to the Company’s consolidated interest expense for such four fiscal quarters then ended. |
Workforce Reductions
Workforce Reductions | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Workforce Reductions | WORKFORCE REDUCTIONS During the three months and nine months ended September 30, 2015 , we recorded a pre-tax charge of $221 and $897 , respectively, for workforce reduction costs. Of the costs recorded in the three months ended September 30, 2015 , $59 is included in cost of sales and $162 is included in selling, general and administrative expenses. Of the costs recorded in the nine months ended September 30, 2015 , $589 is included in cost of sales and $308 is included in selling, general and administrative expenses. We expect payments of all such costs to be completed by the first quarter of 2016 . The activity associated with our liability for workforce reduction costs during the nine months ended September 30, 2015 was as follows: As of December 31, 2014 $ 1,530 Charge for separation benefits 897 Acquisition of JRN Newspapers 1,727 Payments for separation benefits (3,190 ) As of September 30, 2015 $ 964 |
Guarantee
Guarantee | 9 Months Ended |
Sep. 30, 2015 | |
Guarantees [Abstract] | |
Guarantee | GUARANTEE We provide a guarantee to Scripps for a loan of up to $1,400 made to Albuquerque Publishing Company ("APC"), which we account for as an equity method investment, to fund the purchase of a printing press. APC must draw down funds by December 31, 2015. On January 1, 2016, accrued interest will be added to the loan balance and shall be amortized in equal payments, including interest and principal, commencing January 31, 2016 and concluding on December 31, 2020. As of September 30, 2015 , our potential obligation pursuant to the guarantee was $999 . As part of the loan agreement, we received a guarantee from Journal Publishing Company, our partner in APC. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS Prior to April 1, 2015, certain of the Company's employees participated in the Scripps defined benefit pension plans, its non-qualified Supplemental Executive Retirement Plan ("SERP") and its defined contribution plan. Scripps sponsored various noncontributory defined benefit pension plans covering substantially all full-time Scripps employees that began employment prior to June 30, 2008. Benefits earned by employees were generally based upon employee compensation and years of service credits. Effective June 30, 2009, Scripps froze the accrual of benefits under its defined benefit pension plans and its SERP that cover the majority of its employees. As of April 1, 2015, the defined benefit pension plans became an obligation of Scripps as part of the transactions and we retained SERP liabilities of newspaper employees. Prior to April 1, 2015, the Company accounted for its participation in the Scripps pension plans as a participant in a multi-employer plan. Expense was determined on a participant basis and included in the condensed combined financial statements of the Company. As a participant in a multi-employer plan, no assets or liabilities were included in the Condensed Combined Balance Sheets of the Company other than contributions currently due and unpaid to the plans. The Company also had four multi-employer plans that were historically sponsored directly by the Company's Memphis and Knoxville newspapers. On September 30, 2014, the plan sponsored by the Knoxville newspaper was merged into the Scripps sponsored plans. On December 31, 2014, the plans sponsored by the Memphis newspaper were merged into the Scripps sponsored plan. Since the Memphis and Knoxville plans are no longer directly sponsored by the Company, no liabilities of the four plans are recorded on the Company's balance sheet as of December 31, 2014 or September 30, 2015 . We continue to participate in the CWA/ITU Negotiated Pension Plan for certain unions. Expense related to the multi-employer plans was $21 and $64 for the three months ended September 30, 2015 and 2014 , respectively, and $71 and $214 for the nine months ended September 30, 2015 and 2014 , respectively, and is included in selling, general and administrative expense. In the second quarter of 2014, unions ratified our plan to withdraw from the Graphics Communication International Union (GCIU) Employer Retirement Fund. Upon ratification of the agreement, we estimated the undiscounted liability to be approximately $6,500 and in the second quarter of 2014 recorded a liability of $4,100 for the present value withdrawal liability. Pursuant to the transaction agreement, the withdrawal liability will be paid by Scripps and has been recorded in the statement of equity as a contribution from Parent. Prior to April 1, 2015, the Company had accounted for its participation in the Scripps SERP as a separate stand-alone plan. Under this method, the Company has accounted for the allocation of the benefit obligations specifically related to its employees and its estimated portion of the plan assets, if any. The total SERP pension expense was allocated to the Company based on the Company's share of the service cost and benefit obligations, in addition to the expected return on its portion of the SERP assets. Effective April 1, 2015, the Company established a mirror plan and has recorded the liability and expenses for current and former newspaper employees. Prior to April 1, 2015, Scripps also sponsored a defined contribution plan covering substantially all non-union and certain union employees. Scripps matched a portion of employees' voluntary contributions to this plan. In connection with freezing the accrual of service credits under certain of our defined benefit pension plans, Scripps began contributing additional amounts to certain employees' defined contribution retirement accounts in 2011. These transition credits were determined based upon the employee’s age, compensation and years of service. The Company allocated the expense for this plan on an individual participant basis and it is included in the condensed combined financial statements of the Company. Effective April 1, 2015, the Company established a mirror plan and has recorded the liability and expenses for current and former newspaper employees. Expense related to the defined contribution plan was $0 and $1,057 for the three months ended September 30, 2015 and 2014 , respectively, and $996 and $3,333 for the nine months ended September 30, 2015 and 2014 , respectively. The components of the defined pension and benefit plan expense consist of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ 3 $ 22 $ 6 $ 64 Interest cost 138 507 278 1,521 Expected return on plan assets, net of expenses — (475 ) — (1,425 ) Amortization of actuarial loss 17 59 34 179 Total for defined benefit plans sponsored by the Company 158 113 318 339 Allocated portion of Scripps sponsored defined benefit plans — 495 1,222 1,501 Allocated portion of Scripps SERP — 65 76 179 Net periodic benefit cost 158 673 1,616 2,019 Withdrawal for GCIU multi-employer plan — — — 4,100 Defined pension and benefit plan expense $ 158 $ 673 $ 1,616 $ 6,119 During the first nine months of 2015 , we contributed $862 to our unfunded non-qualified pension plans. We expect to contribute a total of $946 to our unfunded non-qualified pension plans in 2015 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION On March 30, 2015, our board of directors and shareholders approved the Journal Media Group Long-Term Incentive Plan (the "2015 Plan") for the purpose of attracting and retaining directors, officers and other key employees of the Company and its subsidiaries and to provide to such persons incentives and rewards for performance. Subject to adjustment as provided in the 2015 Plan, the aggregate number of shares of common stock reserved and available for issuance pursuant to awards granted under the 2015 Plan is 2,000 shares, which may be awarded in the form of nonqualified stock options, incentive stock options, stock appreciation rights, restricted share awards, restricted share units, performance shares, performance units, other stock-based awards or dividend equivalents. The 2015 Plan also provides for the issuance of cash-based awards. As of September 30, 2015 , there are 1,409 shares available for issuance under the 2015 Plan. However, we are precluded from issuing additional stock-based awards per the merger agreement with Gannett effective October 7, 2015. On May 11, 2015, the compensation committee of our board of directors approved the grant of common stock to non-employee directors under our 2015 Plan, which was made without any restrictions. We value unrestricted stock at the closing market price of our common stock on the grant date. In the nine months ended September 30, 2015 , we granted 30 unrestricted shares at a weighted average fair value of $9.06 . On May 11, 2015, the compensation committee of our board of directors approved the grant of restricted share units ("RSUs") to employees on June 1, 2015, under our 2015 Plan. The RSUs vest over a period of three years, and are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one share of the Company’s common stock for each RSU. The RSUs do not have voting rights; however, they do have the right to receive dividend equivalents. We value RSUs at the closing market price of our common stock on the grant date. In the nine months ended September 30, 2015 , we granted 561 RSUs at a weighted average fair value of $7.98 , all of which remain unvested as of September 30, 2015 . We recognize stock-based compensation expense on a straight-line basis over the service period based upon the fair value of the award on the grant date. During the three months and nine months ended September 30, 2015 , we recognized $369 and $763 in stock-based compensation expense. As of September 30, 2015 , total unrecognized compensation cost related to stock based awards was $3,984 , which we expect to recognize over the remaining vesting period of 2.7 years. Stock-based compensation expense is reported in selling, general and administrative expenses in our consolidated statements of operations. For periods prior to the April 1, 2015 separation date, certain employees were eligible to participate in the Scripps Long-Term Incentive Plan (the "Scripps Plan"). The Scripps Plan provided for the granting of non-qualified stock options, RSUs and restricted Class A Common shares. Stock-based compensation expense for participants in the Scripps Plan who were solely dedicated to newspapers operations are included within selling, general and administrative expense in our consolidated and combined financial statements. Stock based compensation attributable to the Scripps Plan and allocated to the Company was $0 and $120 for the three months ended September 30, 2015 and 2014 , respectively, and $216 and $1,196 for the nine months ended September 30, 2015 and 2014 , respectively. |
Transactions with Scripps
Transactions with Scripps | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Transactions with Scripps | TRANSACTIONS WITH SCRIPPS Corporate-wide programs Prior to the April 1, 2015 separation, Scripps Newspapers participated in a number of corporate-wide programs administrated by Scripps. These included participation in Scripps' centralized treasury function, insurance programs, employee benefit programs, workers' compensation programs and centralized service centers and other corporate functions. Equity — Prior to April 1, 2015, equity in the Condensed Combined Balance Sheets includes the accumulated balance of transactions between Scripps and the Company including Scripps' investment and Scripps' interest in our cumulative retained earnings and are presented within Parent company equity and combined with accumulated other comprehensive loss to total Parent company investment. The amounts comprising the accumulated balance of transactions between us and Scripps include (i) the cumulative net assets attributed to us by Scripps, (ii) the cumulative net advances to Scripps representing our cumulative funds swept (net of funding provided by Scripps to us) as part of the centralized cash management program described further below, (iii) the cumulative charges (net of credits) allocated by Scripps to us for certain support services received by us and (iv) the transfer of defined benefit plans in 2014. Centralized Cash Management — Prior to the separation, Scripps Newspapers participated in Scripps’ controlled disbursement system. The bank sent Scripps daily notifications of checks presented for payment and Scripps transfered funds from other sources to cover the checks. The cash balance held by Scripps was reduced as checks were issued. Accordingly, none of Scripps' cash and cash equivalents were assigned to Scripps Newspapers in the condensed combined financial statements. Further, outstanding checks issued by Scripps were not recorded as a liability once the check was signed, as the obligation became tied to the central cash management arrangement. Corporate Allocation from Scripps — The Company was allocated estimates of Scripps Newspaper's portion of Scripps' corporate expenses for periods prior to the separation. The corporate allocation included costs related to support received from Scripps for certain corporate activities including: (i) executive management, (ii) corporate development, (iii) corporate relations, (iv) legal, (v) human resources, (vi) internal audit, (vii) financial reporting, (viii) tax, (ix) treasury, (x) centralized accounting, and (xi) other Scripps corporate and infrastructure costs. For these services, actual costs incurred by Scripps were allocated to us based upon a number of utilization measures including headcount, square footage, and proportionate effort. Where determinations based on utilization are impracticable, Scripps used other methods and criteria that are believed to be reasonable estimates of costs attributable to the Company, such as revenues. For the three months ended September 30, 2015 and 2014 , the Company was allocated $0 and $10,546 , respectively, in expense allocations from Scripps for certain corporate support services. For the nine months ended September 30, 2015 and 2014 , the Company was allocated $11,717 and $38,059 , respectively, in expense allocations from Scripps. These corporate support services are recorded within selling, general and administrative expense in our Condensed Consolidated and Combined Statements of Operations. Management believes that the basis used for the allocations are reasonable and reflect the portion of such costs attributed to our operations; however, the amounts may not be representative of the costs necessary for us to operate as a separate stand-alone company. The Company is unable to determine what such costs would have been had the Company been independent. After April 1, 2015, the Company performed these functions using its own resources, Transition Services Agreements with Scripps, or purchased services. Insurance — General insurance costs related to the Scripps Newspapers' participation in Scripps-sponsored risk management plans for (i) general liability, (ii) auto liability, and (iii) other insurance, such as property and media, were allocated, depending upon insurance type, prior to the separation. The allocated amounts were based on actuarially determined historical loss experience, vehicle count, headcount or proportional insured values for real and personal property replacement costs and business interruption. Medical and Workers’ Compensation Benefit Plans — The Company participated in Scripps-sponsored employee benefit plans, including medical and workers’ compensation, prior to the separation. Allocations of benefit plan costs varied by plan type and were based on actuarial valuations of cost and/or liability, premium amounts and payroll. Total benefit plan costs allocated to the Company amounted to $0 and $4,471 in the three months ended September 30, 2015 and 2014 , and $4,738 and $14,804 in the nine months ended September 30, 2015 and 2014 , respectively, and are allocated to cost of sales and selling, general and administrative expense in the Condensed Consolidated and Combined Statements of Operations. While management believes the cost allocation methods utilized for the benefit plans were reasonable and reflect the portion of such costs attributed to the Company, the amounts may not be representative of the costs necessary for the Company to operate as a stand-alone business. Other — We purchased newsprint and other items from Scripps prior to the separation. The prices charged were generally equal to prices that we would have been able to negotiate directly with unrelated parties. The total newsprint purchased was $0 and $7,161 for the three months ended September 30, 2015 and 2014 , and $6,497 and $22,052 for the nine months ended September 30, 2015 and 2014 , respectively. Agreements with Scripps In connection with the separation, the following agreements became effective on or before April 1, 2015: • Transition Services Agreement • Employee Matters Agreement • Tax Matters Agreements Transition Services Agreement The Transition Services Agreement provides for Scripps and Journal Media Group to provide services to each other on a compensated arms-length basis for a period of up to one year following the separation. The Company has incurred expenses of $1,049 and $2,673 for the three and nine months ended September 30, 2015 related to these services, which are reported in cost of sales and selling, general and administrative costs in the consolidated and combined statements of operations. Journal Media Group provides payroll, broadcast billing, and information technology support and services to Scripps. The Company has recorded $407 and $907 of revenue related to these services for the three and nine months ended September 30, 2015 , which are reported in other revenues in the consolidated and combined statements of operations. In addition to these services, Scripps continues to process and fund payroll for its former newspaper employees and Journal Media Group continues to process and fund payroll for the former broadcast employees of Journal. Also, each has paid various invoices on behalf of one another. As of September 30, 2015 , we owe a net amount of $1,596 to Scripps for these payroll and other payments made on our behalf and services provided related to the Transition Service Agreement. This amount is recorded in other current liabilities. Employee Matters Agreement The Employee Matters Agreement provides for the allocation of the liabilities and responsibilities relating to employee compensation and benefit plans and programs, including the treatment of outstanding incentive awards, deferred compensation obligations and retirement and welfare benefit obligations between Scripps and the Company. The agreement provides that Scripps and the Company will each be responsible for all employment and benefit related obligations and liabilities for employees that work for the respective companies. The agreement also provides that Journal Media Group employees will participate in mirror plans of the Scripps benefit plans during a transition period through December 31, 2015. Tax Matters Agreements The Tax Matters Agreements set forth the allocations and responsibilities of Scripps and Journal Media Group with respect to liabilities for federal, state and local income taxes for periods before and after the separation, tax deductions related to compensation arrangements, preparation of income tax returns, disputes with taxing authorities and indemnification of income taxes that would become due if the separation was taxable. Generally, Scripps is responsible for taxes for periods prior to the separation and we are responsible for taxes for our operations after the separation. On April 1, 2015, in connection with the retention of the prior net operating loss carryforward by Scripps, the Company was allocated a net deferred tax liability of $16,524 related to the Scripps Newspapers. The Company will indemnify Scripps for all damages, liabilities and expenses arising out of any tax imposed with respect to either the Scripps or Journal newspaper spin-off if such tax is attributable to any act, any failure to act or any omission by us or any of our subsidiaries. Scripps will indemnify the Company for all damages, liabilities and expenses relating to pre-closing taxes or taxes imposed on us or our subsidiaries because Scripps Spinco or Journal Spinco was part of the consolidated return of the applicable parent company, and the Company will indemnify Scripps for all damages, liabilities and expenses relating to post-closing taxes of us or our subsidiaries. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in accumulated other comprehensive loss ("AOCL") by component, including items reclassified out of AOCL, were as follows: Three months ended September 30, 2015 Three months ended September 30, 2014 Defined Benefit Pension and Benefit Items Other Total Defined Benefit Pension and Benefit Items Other Total Beginning balance, June 30, 2015 and 2014, respectively $ (2,593 ) $ (178 ) $ (2,771 ) $ (13,103 ) $ 62 $ (13,041 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial loss (a) , net of tax of $7 11 — 11 — — — Immaterial prior period change in defined benefit pension plan for an unconsolidated company, net of tax of $451 — (691 ) (691 ) — — — Transfer of Knoxville pension plan (b) , net of tax of $78 — — — 1,813 — 1,813 Net current-period other comprehensive income (loss) 11 (691 ) (680 ) — — — Ending balance, September 30, 2015 and 2014, respectively $ (2,582 ) $ (869 ) $ (3,451 ) $ (11,290 ) $ 62 $ (11,228 ) Nine months ended September 30, 2015 Nine months ended September 30, 2014 Defined Benefit Pension and Benefit Items Other Total Defined Benefit Pension and Benefit Items Other Total Beginning balance, December 31, 2014 and 2013, respectively $ (2,604 ) $ (178 ) $ (2,782 ) $ (13,257 ) $ 62 $ (13,195 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial loss (a) , net of tax of $14 and $94 22 — 22 154 — 154 Immaterial prior period change in defined benefit pension plan for an unconsolidated company, net of tax of $451 — (691 ) (691 ) — — — Transfer of Knoxville pension plan (b) , net of tax of $78 — — — 1,813 — 1,813 Net current-period other comprehensive income (loss) 22 (691 ) (669 ) 154 — 154 Ending balance, September 30, 2015 and 2014, respectively $ (2,582 ) $ (869 ) $ (3,451 ) $ (11,290 ) $ 62 $ (11,228 ) (a) Included in defined pension and benefit plan expense in the Condensed Consolidated and Combined Statements of Operations. (b) Amount was transferred to parent and, therefore, is not included in other comprehensive income (loss). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 7, 2015, Gannett and Journal Media Group announced that they had entered into a definitive merger agreement under which Gannett will acquire all of the outstanding common stock of Journal Media Group for approximately $280 million , net of acquired cash. Under the terms of the transaction, which was unanimously approved by the boards of directors of both companies, Journal Media Group shareholders will receive $12.00 per share in cash. This transaction is subject to customary closing conditions, including approval of the merger by holders of a majority of the outstanding shares of Journal Media Group common stock and antitrust regulatory clearance. The transaction is expected to close in the first quarter of 2016. On November 12, 2015 , the Board of Directors declared a cash dividend of $0.06 per share, payable on December 4, 2015 , to shareholders of record as of the close of business on November 23, 2015 . |
Formation of the Company and 25
Formation of the Company and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The condensed consolidated financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015 include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The financial statements for periods prior to April 1, 2015 reflect the condensed combined financial statements of Scripps Newspapers, a business representing the principal publishing operations of Scripps, as described below. Various agreements between the Company and Scripps became effective as of April 1, 2015 as further described in Note 14 - Transactions with Scripps . The Scripps Newspaper's operations consist of daily and community newspapers in 13 markets across the United States. The newspapers earn revenue primarily from the sale of advertising to local and national advertisers and newspaper subscription fees. Employee related costs, newspaper distribution and newsprint costs are the primary expenses at each newspaper. The newspapers operate in small and mid-size markets, focusing on news coverage within their local markets. The daily newspapers published by the Company are the Abilene (TX) Reporter-News, the Anderson (SC) Independent-Mail, the Corpus Christi (TX) Caller-Times, the Evansville (IN) Courier & Press, the Henderson (KY) Gleaner, the Kitsap (WA) Sun, the Knoxville (TN) News Sentinel, the Memphis (TN) Commercial Appeal, the Naples (FL) Daily News, the Redding (CA) Record-Searchlight, the San Angelo (TX) Standard-Times, the Treasure Coast (FL) News/Press/Tribune, the Ventura County (CA) Star and the Wichita Falls (TX) Times Record News. The business also includes a 40% ownership in the Albuquerque Publishing Company, which publishes the Albuquerque Journal (NM) . Historically, separate financial statements have not been prepared for Scripps Newspapers. For periods prior to April 1, 2015, the condensed combined financial statements reflect the historical financial position, results of operations, changes in parent company equity and cash flows of the Scripps Newspapers, as Scripps Newspapers was historically managed within Scripps (the "Parent"). The condensed combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of Scripps. The condensed combined financial statements are prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP"). Management believes that assumptions and methodologies underlying the allocation of general corporate expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that would have been incurred had the Company operated as a separate stand-alone entity, and, accordingly, may not necessarily reflect the Company's combined financial position, results of operations and cash flows had the Company operated as a stand-alone entity during the periods presented. The condensed consolidated and combined financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited combined financial statements, including the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014 . In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made. Interim results are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | We have reclassified certain prior year financial statement amounts to conform to the current year presentation. |
Emerging Growing Company | The Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups Act. For as long as the Company continues to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including the exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. |
Recently-Issued Accounting Standards | In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-16, "Business Combinations." This guidance simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. Instead, the acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. In July 2015, the FASB issued ASU No. 2015-11 "Simplifying the Measurement of Inventory." The ASU applies to all inventory that is not measured using the last-in, first-out or retail inventory methods. Under the guidance, an entity should measure inventory at the lower of cost and net realizable value. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software." The ASU provides guidance to customers about whether a cloud computing arrangement contains a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. In April 2015, the FASB issued ASU 2015-03 "Interest - Imputation of Interest." The ASU simplifies the presentation of debt issuance costs. Under the new guidance, debt issuance costs should be presented in the balance sheet as a direct deduction from the carrying amount of debt liability. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. ASU 2015-15 was issued in August 2015 and clarifies the SEC staff's position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements due to the lack of guidance in ASU 2015-03. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. In February 2015, the FASB issued ASU 2015-02 "Consolidation." The ASU updates the consolidation process entities consider when evaluating whether to consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We are currently in the process of evaluating the impact of the adoption on our consolidated financial statements, but we do not expect it to have a material impact on our financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The fair values of assets acquired and liabilities assumed for JRN Newspapers at the acquisition date are as follows: JRN Newspapers Cash $ 10,489 Receivables, net 12,359 Prepaid expenses and other current assets 4,424 Property, plant and equipment 74,376 Intangible assets 9,600 Goodwill 9,030 Other assets 1,365 Total assets 121,643 Current liabilities 23,624 Long-term liabilities 10,657 Total liabilities 34,281 Total purchase price $ 87,362 |
Schedule of Pro Forma Information | The following pro forma information presents the combined results of operations as if the acquisition of JRN Newspapers had occurred on January 1, 2014: Three months ended September 30, Nine months ended September 30, Pro Forma Results of Operations 2015 2014 2015 2014 Revenue $ 110,647 $ 120,226 $ 351,377 $ 384,150 Net earnings (loss) $ 1,109 $ (7,424 ) $ 4,282 $ (20,067 ) Earnings (loss) per share, basic and diluted $ 0.04 $ (0.51 ) $ 0.18 $ (1.39 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share for the three months and nine months ended September 30, 2015 under the two-class method: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Undistributed net loss: Net loss $ (488 ) $ (707 ) Less dividends paid: Common stock 1,466 2,443 Unvested restricted share units 34 56 Total undistributed net loss $ (1,988 ) $ (3,206 ) Undistributed net loss: Common stock $ (1,988 ) $ (3,206 ) Unvested restricted share units — — Total undistributed net loss $ (1,988 ) $ (3,206 ) Basic loss per share: Distributed earnings per share $ 0.06 $ 0.10 Undistributed loss per share (0.08 ) (0.15 ) Basic loss per share $ (0.02 ) $ (0.05 ) Diluted loss per share: Distributed earnings per share $ 0.06 $ 0.10 Undistributed loss per share (0.08 ) (0.15 ) Diluted loss per share $ (0.02 ) $ (0.05 ) Weighted average shares outstanding: Basic 24,408 21,120 Diluted 24,408 21,120 The following table sets for the computation of basic and diluted loss per share for the three months and nine months ended September 30, 2014 : Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Net loss $ (9,053 ) $ (23,448 ) Weighted average shares outstanding: Basic 14,450 14,450 Diluted 14,450 14,450 Loss per share: Basic $ (0.63 ) $ (1.62 ) Diluted $ (0.63 ) $ (1.62 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following (with the amounts as of September 30, 2015 reflecting the acquisition of JRN Newspapers): As of As of Land and improvements $ 51,533 $ 44,463 Buildings and improvements 171,179 133,019 Equipment 288,933 264,669 Construction in progress 2,909 — Total 514,554 442,151 Accumulated depreciation (266,064 ) (256,603 ) Net property, plant and equipment $ 248,490 $ 185,548 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Other intangible assets consisted of the following: As of As of Amortizable intangible assets: Carrying amount: Customer lists and advertiser relationships $ 10,404 $ 10,404 Trade names 9,600 — Other 1,742 1,742 Total carrying amount 21,746 12,146 Accumulated amortization: Customer lists and advertiser relationships (8,818 ) (8,651 ) Trade names (192 ) — Other (1,584 ) (1,494 ) Total accumulated amortization (10,594 ) (10,145 ) Net amortizable intangible assets $ 11,152 $ 2,001 |
Schedule of Estimated Amortization Expense of Intangible Assets | Estimated amortization expense of intangible assets for the remainder of 2015 and for each of the next five years is as follows: 2015 $ 182 2016 684 2017 593 2018 593 2019 532 2020 517 Thereafter 8,051 Total $ 11,152 |
Workforce Reductions (Tables)
Workforce Reductions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Activity Associated with Workforce Reductions | The activity associated with our liability for workforce reduction costs during the nine months ended September 30, 2015 was as follows: As of December 31, 2014 $ 1,530 Charge for separation benefits 897 Acquisition of JRN Newspapers 1,727 Payments for separation benefits (3,190 ) As of September 30, 2015 $ 964 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Defined Pension and Benefit Plan Expense | The components of the defined pension and benefit plan expense consist of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ 3 $ 22 $ 6 $ 64 Interest cost 138 507 278 1,521 Expected return on plan assets, net of expenses — (475 ) — (1,425 ) Amortization of actuarial loss 17 59 34 179 Total for defined benefit plans sponsored by the Company 158 113 318 339 Allocated portion of Scripps sponsored defined benefit plans — 495 1,222 1,501 Allocated portion of Scripps SERP — 65 76 179 Net periodic benefit cost 158 673 1,616 2,019 Withdrawal for GCIU multi-employer plan — — — 4,100 Defined pension and benefit plan expense $ 158 $ 673 $ 1,616 $ 6,119 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Changes in accumulated other comprehensive loss ("AOCL") by component, including items reclassified out of AOCL, were as follows: Three months ended September 30, 2015 Three months ended September 30, 2014 Defined Benefit Pension and Benefit Items Other Total Defined Benefit Pension and Benefit Items Other Total Beginning balance, June 30, 2015 and 2014, respectively $ (2,593 ) $ (178 ) $ (2,771 ) $ (13,103 ) $ 62 $ (13,041 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial loss (a) , net of tax of $7 11 — 11 — — — Immaterial prior period change in defined benefit pension plan for an unconsolidated company, net of tax of $451 — (691 ) (691 ) — — — Transfer of Knoxville pension plan (b) , net of tax of $78 — — — 1,813 — 1,813 Net current-period other comprehensive income (loss) 11 (691 ) (680 ) — — — Ending balance, September 30, 2015 and 2014, respectively $ (2,582 ) $ (869 ) $ (3,451 ) $ (11,290 ) $ 62 $ (11,228 ) Nine months ended September 30, 2015 Nine months ended September 30, 2014 Defined Benefit Pension and Benefit Items Other Total Defined Benefit Pension and Benefit Items Other Total Beginning balance, December 31, 2014 and 2013, respectively $ (2,604 ) $ (178 ) $ (2,782 ) $ (13,257 ) $ 62 $ (13,195 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial loss (a) , net of tax of $14 and $94 22 — 22 154 — 154 Immaterial prior period change in defined benefit pension plan for an unconsolidated company, net of tax of $451 — (691 ) (691 ) — — — Transfer of Knoxville pension plan (b) , net of tax of $78 — — — 1,813 — 1,813 Net current-period other comprehensive income (loss) 22 (691 ) (669 ) 154 — 154 Ending balance, September 30, 2015 and 2014, respectively $ (2,582 ) $ (869 ) $ (3,451 ) $ (11,290 ) $ 62 $ (11,228 ) (a) Included in defined pension and benefit plan expense in the Condensed Consolidated and Combined Statements of Operations. (b) Amount was transferred to parent and, therefore, is not included in other comprehensive income (loss). |
Formation of the Company and 33
Formation of the Company and Basis of Presentation (Details) | Apr. 01, 2015mergernewspaper_business | Sep. 30, 2015market |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of mergers combining businesses | merger | 2 | |
Number of newspaper businesses combined in merger transaction | 13 | |
Number of markets in which the entity operates | market | 13 | |
Albuquerque Publishing Company | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership percentage in subsidiary | 40.00% |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | Apr. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 9,030 | $ 9,030 | $ 9,030 | $ 9,030 | $ 0 | |||
Revenue | 110,306 | $ 84,543 | 317,598 | $ 275,230 | ||||
Net loss | (488) | $ (9,053) | (707) | $ (23,448) | ||||
JRN shareholders | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued in consideration for business acquisition | 9,928 | |||||||
Acquisition purchase price | $ 87,362 | |||||||
Goodwill | $ 9,030 | |||||||
Revenue from acquiree since acquisition date | 64,903 | |||||||
Earnings before taxes from acquiree since acquisition date | $ 3,392 | |||||||
JRN shareholders | Selling, general and administrative | ||||||||
Business Acquisition [Line Items] | ||||||||
Transition costs | 2,228 | 5,980 | ||||||
Trade names | JRN shareholders | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization period of acquired intangible assets | 25 years | |||||||
Fair Value Adjustment to Deferred Revenue Valuation | JRN shareholders | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenue | 341 | 1,076 | ||||||
Transition Costs | JRN shareholders | ||||||||
Business Acquisition [Line Items] | ||||||||
Net loss | $ 1,381 | $ 3,708 |
Acquisitions - Schedule of Ass
Acquisitions - Schedule of Assets Acquire and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Apr. 01, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 9,030 | $ 9,030 | $ 0 | |
JRN shareholders | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 10,489 | |||
Receivables, net | 12,359 | |||
Prepaid expenses and other current assets | 4,424 | |||
Property, plant and equipment | 74,376 | |||
Intangible assets | 9,600 | |||
Goodwill | 9,030 | |||
Other assets | 1,365 | |||
Total assets | 121,643 | |||
Current liabilities | 23,624 | |||
Long-term liabilities | 10,657 | |||
Total liabilities | 34,281 | |||
Total purchase price | $ 87,362 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) - JRN shareholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 110,647 | $ 120,226 | $ 351,377 | $ 384,150 |
Net earnings (loss) | $ 1,109 | $ (7,424) | $ 4,282 | $ (20,067) |
Earnings (loss) per share, basic (in dollars per share) | $ 0.04 | $ (0.51) | $ 0.18 | $ (1.39) |
Earnings (loss) per share, diluted (in dollars per share) | $ 0.04 | $ (0.51) | $ 0.18 | $ (1.39) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Thousands | Apr. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Earnings Per Share [Abstract] | |||||
Shares issued | 24,378 | ||||
Shares issued which were previously converted from Parent Company | 14,450 | ||||
Shares issued which were previously converted from Parent Company, included in weighted average number of common shares outstanding | 14,450 | ||||
Antidilutive securities excluded from computation of earnings per share | 561 | 561 | 561 | 561 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Undistributed net loss: | ||||
Net loss | $ (488) | $ (9,053) | $ (707) | $ (23,448) |
Less dividends paid: | ||||
Common stock | 1,466 | 2,443 | ||
Unvested restricted share units | 34 | 56 | ||
Total undistributed net loss | (1,988) | (3,206) | ||
Common stock | (1,988) | (3,206) | ||
Unvested restricted share units | $ 0 | $ 0 | ||
Basic loss per share: | ||||
Distributed earnings per share | $ 0.06 | $ 0.10 | ||
Undistributed loss per share | (0.08) | (0.15) | ||
Basic loss per share (in dollars per share) | (0.02) | $ (0.63) | (0.05) | $ (1.62) |
Diluted loss per share: | ||||
Distributed earnings per share | 0.06 | 0.10 | ||
Undistributed loss per share | (0.08) | (0.15) | ||
Diluted loss per share (in dollars per share) | $ (0.02) | $ (0.63) | $ (0.05) | $ (1.62) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 24,408 | 14,450 | 21,120 | 14,450 |
Diluted (in shares) | 24,408 | 14,450 | 21,120 | 14,450 |
Loss per share: | ||||
Basic (in dollars per share) | $ (0.02) | $ (0.63) | $ (0.05) | $ (1.62) |
Diluted (in dollars per share) | $ (0.02) | $ (0.63) | $ (0.05) | $ (1.62) |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015USD ($)state_and_local_jurisdiction | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income Taxes, History of Losses, Period | 3 years | ||||
Effective tax rate | 57.50% | (2.20%) | 27.20% | (0.90%) | |
Change in effective income tax rate, other adjustments | $ 255 | ||||
Number or states and local jurisdictions the Company files tax returns | state_and_local_jurisdiction | 14 |
Property, Plant and Equipment40
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Gross property, plant and equipment | $ 514,554 | $ 514,554 | $ 442,151 | ||
Accumulated depreciation | (266,064) | (266,064) | (256,603) | ||
Net property, plant and equipment | 248,490 | 248,490 | 185,548 | ||
Accelerated depreciation | 510 | ||||
Impairment of long-lived assets | 265 | $ 0 | |||
Land and improvements | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Gross property, plant and equipment | 51,533 | 51,533 | 44,463 | ||
Buildings and improvements | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Gross property, plant and equipment | 171,179 | 171,179 | 133,019 | ||
Equipment | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Gross property, plant and equipment | 288,933 | 288,933 | 264,669 | ||
Construction in progress | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Gross property, plant and equipment | $ 2,909 | $ 2,909 | $ 0 | ||
Land and Building | Selling, general and administrative | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Impairment of long-lived assets | $ 265 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | $ 21,746 | $ 12,146 |
Accumulated amortization | (10,594) | (10,145) |
Net amortizable intangible assets | 11,152 | 2,001 |
Customer lists and advertiser relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 10,404 | 10,404 |
Accumulated amortization | (8,818) | (8,651) |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 9,600 | 0 |
Accumulated amortization | (192) | 0 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 1,742 | 1,742 |
Accumulated amortization | $ (1,584) | $ (1,494) |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,015 | $ 182 | |
2,016 | 684 | |
2,017 | 593 | |
2,018 | 593 | |
2,019 | 532 | |
2,020 | 517 | |
Thereafter | 8,051 | |
Net amortizable intangible assets | $ 11,152 | $ 2,001 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 9,030 | $ 9,030 | $ 0 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | Sep. 30, 2015 |
Memphis (TN) Commercial Appeal | |
Noncontrolling Interest [Line Items] | |
Ownership percentage in subsidiaries by noncontrolling owners | 4.00% |
Evansville (IN) Courier & Press | |
Noncontrolling Interest [Line Items] | |
Ownership percentage in subsidiaries by noncontrolling owners | 6.00% |
Long-Term Debt (Details)
Long-Term Debt (Details) - Line of Credit | Apr. 01, 2015USD ($) | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | ||
Credit agreement term | 5 years | |
Outstanding borrowings | $ 0 | |
Increase option (not to exceed) | $ 75,000,000 | |
Dividends allowed from borrowed funds (not to exceed) | $ 10,000,000 | |
Total debt ratio (not greater than) | 3 | |
Interest coverage ratio (not less than) | 3 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (basis points) | 0.25% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (basis points) | 1.00% | |
LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (basis points) | 1.25% | |
LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (basis points) | 1.25% | |
LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (basis points) | 2.00% | |
Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (basis points) | 0.50% | |
One-month LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (basis points) | 1.00% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 50,000,000 |
Workforce Reductions - Narrativ
Workforce Reductions - Narrative (Details) - Separation Benefits - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 221 | $ 897 |
Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 59 | 589 |
Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 162 | $ 308 |
Workforce Reductions - Schedule
Workforce Reductions - Schedule of Activity Associated with Workforce Reductions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 1,530 | |
Ending balance | $ 964 | 964 |
Separation Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Charges | $ 221 | 897 |
Payments for separation benefits | (3,190) | |
Acquisition of JRN Newspapers | ||
Restructuring Reserve [Roll Forward] | ||
Charges | $ 1,727 |
Guarantee (Details)
Guarantee (Details) - Payment Guarantee - Albuquerque Publishing Company | Sep. 30, 2015USD ($) |
Guarantor Obligations [Line Items] | |
Guarantee (up to) | $ 1,400,000 |
Guarantee obligation | $ 999,000 |
Employee Benefit Plans - Multi-
Employee Benefit Plans - Multi-Employer Plan (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)plan | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)plan | Jun. 30, 2014USD ($) | |
Multiemployer Plans [Line Items] | ||||||
Liability for pension and retirement benefits | $ 14,674,000 | $ 14,674,000 | $ 5,318,000 | |||
Multi-employer plan withdrawal liability | 0 | 0 | 4,100,000 | |||
Multiemployer Plans, Pension | Scripps Multi-Employer Pension Plan | ||||||
Multiemployer Plans [Line Items] | ||||||
Multi-employer plan expense | 21,000 | $ 64,000 | $ 71,000 | $ 214,000 | ||
Multiemployer Plans, Pension | Graphics Communication International Union (GCIU) Employer Retirement Fund | ||||||
Multiemployer Plans [Line Items] | ||||||
Estimated undiscounted withdrawal liability | $ 6,500,000 | |||||
Multi-employer plan withdrawal liability | $ 4,100,000 | |||||
Memphis and Knoxville | ||||||
Multiemployer Plans [Line Items] | ||||||
Number of multi-employer plans merged into current sponsored plan | plan | 4 | |||||
Liability for pension and retirement benefits | $ 0 | $ 0 | $ 0 | |||
Memphis and Knoxville | Multiemployer Plans, Pension | ||||||
Multiemployer Plans [Line Items] | ||||||
Number of multiemployer plans | plan | 4 | 4,000 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Contribution Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Contribution Plan | Scripps Defined Contribution Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan expense | $ 0 | $ 1,057 | $ 996 | $ 3,333 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Defined Pension and Benefit Plan Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost | $ 158 | $ 673 | $ 1,616 | $ 2,019 |
Withdrawal for GCIU multi-employer plan | 0 | 0 | 0 | 4,100 |
Defined pension and benefit plan expense | 158 | 673 | 1,616 | 6,119 |
Non-Qualified Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 3 | 22 | 6 | 64 |
Interest cost | 138 | 507 | 278 | 1,521 |
Expected return on plan assets, net of expenses | 0 | (475) | 0 | (1,425) |
Amortization of actuarial loss | 17 | 59 | 34 | 179 |
Net periodic benefit cost | 158 | 113 | 318 | 339 |
Employer contribution to pension plan | 862 | |||
Estimated employer contribution to pension plan in current year | 946 | |||
Scripps Sponsored Defined Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost | 0 | 495 | 1,222 | 1,501 |
Scripps SERP | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit cost | $ 0 | $ 65 | $ 76 | $ 179 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 369,000 | $ 763,000 | ||||
Unrecognized compensation cost | 3,984,000 | $ 3,984,000 | ||||
Unrecognized compensation cost, weighted average period of recognition | 2 years 8 months 12 days | |||||
Selling, general and administrative | Allocations of Stock-Based Compensation from Related Party | Former Parent | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Related party expenses | $ 0 | $ 120,000 | $ 216,000 | $ 1,196,000 | ||
2015 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 2,000,000 | |||||
Number of shares available for issuance | 1,409,000 | 1,409,000 | ||||
2015 Plan | Unrestricted Stock | Non-Employee Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards granted (in shares) | 30,000 | |||||
Weighted average fair value of awards granted (in dollars per share) | $ 9.06 | |||||
2015 Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards granted (in shares) | 561,000 | |||||
Weighted average fair value of awards granted (in dollars per share) | $ 7.98 | |||||
Award vesting period | 3 years | |||||
Number of common stock for each award | 1 |
Transactions with Scripps (Deta
Transactions with Scripps (Details) - Former Parent - USD ($) | Apr. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Allocations for Certain Corporate Support Service with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Selling, general and administrative expenses allocated from related party | $ 0 | $ 10,546,000 | $ 11,717,000 | $ 38,059,000 | |
Allocations of Benefit Plan Costs from Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 4,471,000 | 4,738,000 | 14,804,000 | |
Purchases of Newsprint and Other Items from Related Party | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | 0 | $ 7,161,000 | 6,497,000 | $ 22,052,000 | |
Transition Services Agreement with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 1,049,000 | $ 2,673,000 | |||
Related party transaction period of agreement (up to) | 1 year | ||||
Transition Services Agreement with Related Party | Other Current Liabilities | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | 1,596,000 | $ 1,596,000 | |||
Transition Services Agreement with Related Party | Other Revenue | |||||
Related Party Transaction [Line Items] | |||||
Related party revenue | $ 407,000 | $ 907,000 | |||
Allocation of Net Deferred Tax Liability from Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 16,524,000 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 166,793 | |||
Amounts reclassified from accumulated other comprehensive loss: | ||||
Ending balance | $ 240,760 | 240,760 | ||
Defined Benefit Pension Items | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (2,593) | $ (13,103) | (2,604) | $ (13,257) |
Amounts reclassified from accumulated other comprehensive loss: | ||||
Reclassifications from accumulated other comprehensive income, net of tax | 11 | 0 | 22 | 154 |
Reclassifications from accumulated other comprehensive income, tax | 7 | 14 | 94 | |
OCI before reclassifications, net of tax | 0 | 1,813 | 0 | 1,813 |
OCI, pension and other postretirement benefit plans, before reclassifications, tax | 78 | 78 | ||
Net current-period other comprehensive income (loss) | 11 | 0 | 22 | 154 |
Ending balance | (2,582) | (11,290) | (2,582) | (11,290) |
Defined Benefit Pension Items | Unconsolidated Company | ||||
Amounts reclassified from accumulated other comprehensive loss: | ||||
OCI before reclassifications, net of tax | 0 | 0 | 0 | 0 |
Other | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (178) | 62 | (178) | 62 |
Amounts reclassified from accumulated other comprehensive loss: | ||||
Reclassifications from accumulated other comprehensive income, net of tax | 0 | 0 | 0 | 0 |
OCI before reclassifications, net of tax | 0 | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | (691) | 0 | (691) | 0 |
Ending balance | (869) | 62 | (869) | 62 |
Other | Unconsolidated Company | ||||
Amounts reclassified from accumulated other comprehensive loss: | ||||
OCI before reclassifications, net of tax | (691) | 0 | (691) | 0 |
OCI, pension and other postretirement benefit plans, before reclassifications, tax | 451 | 451 | ||
Total | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (2,771) | (13,041) | (2,782) | (13,195) |
Amounts reclassified from accumulated other comprehensive loss: | ||||
Reclassifications from accumulated other comprehensive income, net of tax | 11 | 0 | 22 | 154 |
OCI before reclassifications, net of tax | 0 | 1,813 | 0 | 1,813 |
Net current-period other comprehensive income (loss) | (680) | 0 | (669) | 154 |
Ending balance | (3,451) | (11,228) | (3,451) | (11,228) |
Total | Unconsolidated Company | ||||
Amounts reclassified from accumulated other comprehensive loss: | ||||
OCI before reclassifications, net of tax | $ (691) | $ 0 | $ (691) | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 12, 2015 | Oct. 07, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Subsequent Event [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.06 | $ 0 | $ 0.10 | $ 0 | ||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.06 | |||||
Journal Media Group | Gannett | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Payment to acquire business, net of acquired cash | $ 280 | |||||
Amount to be received by shareholders of acquiree (in dollars per share) | $ 12 |