Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-6961 | |
Entity Registrant Name | TEGNA INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-0442930 | |
Entity Address, Address Line One | 8350 Broad Street, Suite 2000, | |
Entity Address, City or Town | Tysons, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22102-5151 | |
City Area Code | (703) | |
Local Phone Number | 873-6600 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TGNA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 221,281,397 | |
Entity Central Index Key | 0000039899 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 51,214 | $ 40,968 |
Accounts receivable, net of allowances of $6,151 and $7,035, respectively | 601,500 | 550,755 |
Other receivables | 14,688 | 14,031 |
Syndicated programming rights | 67,723 | 47,331 |
Prepaid expenses and other current assets | 21,986 | 19,509 |
Total current assets | 757,111 | 672,594 |
Property and equipment | ||
Cost | 1,034,017 | 1,026,459 |
Less accumulated depreciation | (574,151) | (556,100) |
Net property and equipment | 459,866 | 470,359 |
Intangible and other assets | ||
Goodwill | 2,981,587 | 2,968,693 |
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $282,889 and $235,582, respectively | 2,457,192 | 2,503,644 |
Right-of-use assets for operating leases | 90,017 | 97,190 |
Investments and other assets | 184,873 | 136,219 |
Total intangible and other assets | 5,713,669 | 5,705,746 |
Total assets | 6,930,646 | 6,848,699 |
Current liabilities | ||
Accounts payable | 46,333 | 58,049 |
Accrued liabilities | ||
Compensation | 53,970 | 46,213 |
Interest | 15,565 | 47,249 |
Contracts payable for programming rights | 143,408 | 130,522 |
Other | 86,126 | 78,219 |
Income taxes payable | 5,351 | 63,923 |
Total current liabilities | 350,753 | 424,175 |
Noncurrent liabilities | ||
Income taxes | 9,491 | 7,303 |
Deferred income tax liability | 557,419 | 530,240 |
Long-term debt | 3,336,878 | 3,553,220 |
Pension liabilities | 66,405 | 85,908 |
Operating lease liabilities | 91,790 | 99,337 |
Other noncurrent liabilities | 82,377 | 75,488 |
Total noncurrent liabilities | 4,144,360 | 4,351,496 |
Total liabilities | 4,495,113 | 4,775,671 |
Commitments and contingent liabilities (see Note 9) | ||
Redeemable noncontrolling interest (see Note 1) | 15,826 | 14,933 |
Shareholders’ equity | ||
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued | 324,419 | 324,419 |
Additional paid-in capital | 27,941 | 113,267 |
Retained earnings | 7,351,426 | 7,075,640 |
Accumulated other comprehensive loss | (76,693) | (121,076) |
Less treasury stock at cost, 103,200,190 shares and 104,918,360 shares, respectively | (5,207,386) | (5,334,155) |
Total equity | 2,419,707 | 2,058,095 |
Total liabilities, redeemable noncontrolling interest and equity | $ 6,930,646 | $ 6,848,699 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 6,151 | $ 7,035 |
Accumulated amortization | $ 282,889 | $ 235,582 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, authorized shares (in shares) | 800,000,000 | 800,000,000 |
Common stock, issued shares (in shares) | 324,418,632 | 324,418,632 |
Treasury stock, shares (in shares) | 103,200,190 | 104,918,360 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenues | $ 756,487 | $ 738,389 | $ 2,216,446 | $ 2,000,205 | |
Operating expenses: | |||||
Cost of revenues | [1] | 399,751 | 379,185 | 1,191,561 | 1,103,920 |
Business units - Selling, general and administrative expenses | 100,425 | 89,943 | 286,700 | 267,919 | |
Corporate - General and administrative expenses | 11,891 | 11,263 | 51,944 | 61,289 | |
Depreciation | 16,792 | 16,086 | 48,526 | 49,697 | |
Amortization of intangible assets | 15,774 | 17,113 | 47,307 | 50,577 | |
Spectrum repacking reimbursements and other, net | 504 | (2,902) | (2,394) | (10,533) | |
Total | 545,137 | 510,688 | 1,623,644 | 1,522,869 | |
Operating income | 211,350 | 227,701 | 592,802 | 477,336 | |
Non-operating income (expense): | |||||
Equity (loss) income in unconsolidated investments, net | (1,790) | (2,529) | (5,716) | 8,407 | |
Interest expense | (46,477) | (51,896) | (139,571) | (160,733) | |
Other non-operating items, net | 2,486 | 961 | 4,340 | (17,270) | |
Total | (45,781) | (53,464) | (140,947) | (169,596) | |
Income before income taxes | 165,569 | 174,237 | 451,855 | 307,740 | |
Provision for income taxes | 36,870 | 41,967 | 103,470 | 69,699 | |
Net Income | 128,699 | 132,270 | 348,385 | 238,041 | |
Net (income) loss attributable to the noncontrolling interest | (419) | (51) | (861) | 433 | |
Net income attributable to TEGNA Inc. | $ 128,280 | $ 132,219 | $ 347,524 | $ 238,474 | |
Net income per share: | |||||
Basic (in dollars per share) | $ 0.58 | $ 0.60 | $ 1.57 | $ 1.08 | |
Diluted (in dollars per share) | $ 0.58 | $ 0.60 | $ 1.56 | $ 1.08 | |
Weighted average number of common shares outstanding: | |||||
Basic shares (in shares) | 221,805 | 219,579 | 221,314 | 218,997 | |
Diluted shares (in shares) | 222,799 | 219,977 | 222,172 | 219,423 | |
[1] | Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income | $ 128,699 | $ 132,270 | $ 348,385 | $ 238,041 |
Other comprehensive income, before tax: | ||||
Foreign currency translation adjustments | (53) | (93) | 698 | 37 |
Recognition of previously deferred post-retirement benefit plan costs | 1,290 | 1,551 | 3,869 | 4,653 |
Pension payment timing related charge | 946 | 0 | 946 | 0 |
Pension and other postretirement benefit items | 2,236 | 1,551 | 4,815 | 4,653 |
Unrealized gain on available-for-sale investment during the period | 54,354 | 0 | 54,354 | 0 |
Other comprehensive income, before tax | 56,537 | 1,458 | 59,867 | 4,690 |
Income tax effect related to components of other comprehensive income | (14,626) | (366) | (15,484) | (1,180) |
Other comprehensive income, net of tax | 41,911 | 1,092 | 44,383 | 3,510 |
Comprehensive income | 170,610 | 133,362 | 392,768 | 241,551 |
Comprehensive (income) loss attributable to redeemable noncontrolling interest | (419) | (51) | (861) | 433 |
Total comprehensive income | $ 170,191 | $ 133,311 | $ 391,907 | $ 241,984 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net Income | $ 348,385 | $ 238,041 |
Adjustments to reconcile net income to net cash flow from operating activities: | ||
Depreciation and amortization | 95,833 | 100,274 |
Stock-based compensation | 23,137 | 12,578 |
Company stock 401(k) contribution | 13,575 | 13,023 |
Equity loss (income) from unconsolidated investments, net | 5,716 | (8,407) |
Pension contributions, net of income | (14,821) | (8,144) |
Change in other assets and liabilities, net of acquisitions: | ||
(Increase) decrease in trade receivables | (49,687) | 73,838 |
(Decrease) increase in accounts payable | (11,716) | 10,636 |
(Decrease) increase in interest and taxes payable | (76,372) | 13,793 |
Decrease in deferred revenue | 1,784 | 27,706 |
Change in other assets and liabilities, net | 6,770 | 42,413 |
Net cash flow from operating activities | 342,604 | 515,751 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (39,418) | (30,583) |
Reimbursements from spectrum repacking | 5,030 | 12,670 |
Payments for acquisitions of businesses and other assets, net of cash acquired | (13,335) | (15,841) |
Purchases of investments | (1,023) | (709) |
Proceeds from investments | 3,094 | 5,028 |
Proceeds from sale of assets and businesses | 296 | 5,023 |
Net cash flow used for investing activities | (45,356) | (24,412) |
Cash flows from financing activities: | ||
Payments under revolving credit facilities, net | (219,000) | (728,000) |
Proceeds from borrowings | 0 | 1,550,000 |
Debt repayments | 0 | (1,085,000) |
Payments for debt issuance costs and early redemption fee | 0 | (36,896) |
Proceeds from sale of minority ownership interest in Premion | 0 | 14,000 |
Dividends paid | (57,435) | (61,110) |
Other, net | (10,567) | (9,151) |
Net cash flow used for financing activities | (287,002) | (356,157) |
Increase in cash | 10,246 | 135,182 |
Balance of cash, beginning of period | 40,968 | 29,404 |
Balance of cash, end of period | 51,214 | 164,586 |
Supplemental cash flow information: | ||
Cash paid for income taxes, net of refunds | 146,600 | 39,872 |
Cash paid for interest | $ 165,824 | $ 174,575 |
Consolidated Statements of Equi
Consolidated Statements of Equity And Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock |
Beginning balance at Dec. 31, 2019 | $ 0 | |||||
Redeemable noncontrolling interest | ||||||
Net income (loss) | (433) | |||||
Sale of minority ownership interest in Premion | 14,000 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | 1,086 | |||||
Ending balance at Sep. 30, 2020 | 14,653 | |||||
Beginning balance at Dec. 31, 2019 | 1,590,377 | $ 324,419 | $ 247,497 | $ 6,655,088 | $ (142,597) | $ (5,494,030) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 238,474 | 238,474 | ||||
Other comprehensive income, net of tax | 3,510 | 3,510 | ||||
Total comprehensive income | 241,984 | |||||
Dividends declared | (45,922) | (45,922) | ||||
Company stock 401(k) contribution | 13,023 | (57,606) | 70,629 | |||
Stock-based awards activity | (9,151) | (80,408) | 71,257 | |||
Stock-based compensation | 12,578 | 12,578 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | (1,086) | (1,086) | ||||
Other activity | (2,267) | (2,267) | ||||
Ending balance at Sep. 30, 2020 | 1,799,536 | 324,419 | 119,794 | 6,846,554 | (139,087) | (5,352,144) |
Beginning balance at Jun. 30, 2020 | 14,373 | |||||
Redeemable noncontrolling interest | ||||||
Net income (loss) | 51 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | 229 | |||||
Ending balance at Sep. 30, 2020 | 14,653 | |||||
Beginning balance at Jun. 30, 2020 | 1,675,307 | 324,419 | 140,255 | 6,729,896 | (140,179) | (5,379,084) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 132,219 | 132,219 | ||||
Other comprehensive income, net of tax | 1,092 | 1,092 | ||||
Total comprehensive income | 133,311 | |||||
Dividends declared | (15,332) | (15,332) | ||||
Company stock 401(k) contribution | 4,458 | (21,886) | 26,344 | |||
Stock-based awards activity | (56) | (652) | 596 | |||
Stock-based compensation | 5,010 | 5,010 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | (229) | (229) | ||||
Other activity | (2,933) | (2,933) | ||||
Ending balance at Sep. 30, 2020 | 1,799,536 | 324,419 | 119,794 | 6,846,554 | (139,087) | (5,352,144) |
Beginning balance at Dec. 31, 2020 | 14,933 | |||||
Redeemable noncontrolling interest | ||||||
Net income (loss) | 861 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | 32 | |||||
Ending balance at Sep. 30, 2021 | 15,826 | |||||
Beginning balance at Dec. 31, 2020 | 2,058,095 | 324,419 | 113,267 | 7,075,640 | (121,076) | (5,334,155) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 347,524 | 347,524 | ||||
Other comprehensive income, net of tax | 44,383 | 44,383 | ||||
Total comprehensive income | 391,907 | |||||
Dividends declared | (57,435) | (57,435) | ||||
Company stock 401(k) contribution | 13,575 | (24,437) | (14,271) | 52,283 | ||
Stock-based awards activity | (10,568) | (85,054) | 74,486 | |||
Stock-based compensation | 23,137 | 23,137 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | (32) | (32) | ||||
Other activity | 1,028 | 1,028 | ||||
Ending balance at Sep. 30, 2021 | 2,419,707 | 324,419 | 27,941 | 7,351,426 | (76,693) | (5,207,386) |
Beginning balance at Jun. 30, 2021 | 15,523 | |||||
Redeemable noncontrolling interest | ||||||
Net income (loss) | 419 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | (116) | |||||
Ending balance at Sep. 30, 2021 | 15,826 | |||||
Beginning balance at Jun. 30, 2021 | 2,258,956 | 324,419 | 27,941 | 7,249,257 | (118,604) | (5,224,057) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 128,280 | 128,280 | ||||
Other comprehensive income, net of tax | 41,911 | 41,911 | ||||
Total comprehensive income | 170,191 | |||||
Dividends declared | (21,008) | (21,008) | ||||
Company stock 401(k) contribution | 4,191 | (6,763) | (5,219) | 16,173 | ||
Stock-based awards activity | (47) | (545) | 498 | |||
Stock-based compensation | 6,965 | 6,965 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | 116 | 116 | ||||
Other activity | 343 | 343 | ||||
Ending balance at Sep. 30, 2021 | $ 2,419,707 | $ 324,419 | $ 27,941 | $ 7,351,426 | $ (76,693) | $ (5,207,386) |
Consolidated Statements of Eq_2
Consolidated Statements of Equity And Redeemable Noncontrolling Interest (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared per share (in dollars per share) | $ 0.095 | $ 0.07 | $ 0.26 | $ 0.21 |
Accounting policies
Accounting policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Accounting policies | Accounting policies Basis of presentation: Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our (or TEGNA’s) audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The novel coronavirus (COVID-19) pandemic has resulted, and will continue to result, in significant economic disruption and will likely continue to adversely affect our business. The impact of COVID-19 (including variants) and the extent of its adverse impact on our financial and operating results will be dictated by the length of time that the pandemic continues to affect our advertising customers. We use the best information available in developing significant estimates inherent in our financial statements, including potential impacts from the COVID-19 pandemic. Actual results could differ from these estimates, and these differences resulting from changes in facts and circumstances could be material. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, business combinations, fair value measurements, post-retirement benefit plans, income taxes including deferred taxes, and contingencies. The condensed consolidated financial statements include the accounts of subsidiaries we control. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities over which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in “Equity (loss) income in unconsolidated investments, net” in the Consolidated Statements of Income. We operate one operating and reportable segment, which primarily consists of our 64 television stations and two radio stations operating in 51 markets, providing high-quality television programming and digital content. Our reportable segment determination is based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker. Accounting guidance adopted in 2021: We did not adopt any new accounting guidance in 2021 that had a material impact on our consolidated financial statements or disclosures. New accounting guidance not yet adopted: There is currently no pending accounting guidance that we expect to have a material impact on our consolidated financial statements or disclosures. Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth, unemployment and demand for our products and services, including the impacts of the COVID-19 pandemic on these trends. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. As of September 30, 2021, our allowance for doubtful accounts was $6.2 million as compared to $7.0 million as of December 31, 2020. Available-for-sale investment: We hold a debt security investment issued by MadHive, Inc. (MadHive), that we classify as an available-for-sale investment. Under the terms of our investment agreement, our debt investment may convert into an equity investment either automatically or at our election based on the occurrence of certain specified events. This investment is carried at fair value and is included within the “Investments and other assets” line item on our Condensed Consolidated Balance Sheet. Unrealized gains/losses on this investment are included within “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. Gains and losses will be recognized in our Consolidated Statements of Income when realized. See Note 3 for additional information. Redeemable Noncontrolling interest: Our Premion business operates an advertising network for over-the-top (OTT) streaming and connected television platforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a 3 year commercial reselling agreement with the affiliate. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.” Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue. The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services revenues, which include local and national non-political television advertising, digital marketing services (including Premion), advertising on the stations’ websites, tablet and mobile products, and OTT apps; 3) political advertising revenues, which are driven by even year election cycles at the local and national level (e.g. 2020, 2018, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals, and distribution of our local news content. Revenue earned by these sources in the third quarter and first nine months of 2021 and 2020 are shown below (amounts in thousands): Quarter ended Sept. 30, Nine months ended Sept. 30, 2021 2020 2021 2020 Subscription $ 368,672 $ 316,677 $ 1,130,490 $ 972,954 Advertising & Marketing Services 364,234 298,605 1,027,957 822,841 Political 15,010 116,494 34,019 181,425 Other 8,571 6,613 23,980 22,985 Total revenues $ 756,487 $ 738,389 $ 2,216,446 $ 2,000,205 |
Goodwill and other intangible a
Goodwill and other intangible assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | Goodwill and other intangible assets The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of September 30, 2021 and December 31, 2020 (in thousands): Sept. 30, 2021 Dec. 31, 2020 Gross Accumulated Amortization Gross Accumulated Amortization Goodwill $ 2,981,587 $ — $ 2,968,693 $ — Indefinite-lived intangibles: Television and radio station FCC broadcast licenses 2,123,898 2,123,898 Amortizable intangible assets: Retransmission agreements 235,215 (161,061) 235,215 (138,928) Network affiliation agreements 309,503 (91,070) 309,503 (72,694) Other 71,465 (30,758) 70,610 (23,960) Total indefinite-lived and amortizable intangible assets $ 2,740,081 $ (282,889) $ 2,739,226 $ (235,582) Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements from our multicast networks acquisition, which are also amortized on a straight-line basis over their useful lives. On January 27, 2021, we acquired Locked On Podcast Network LLC for $13.3 million, which consisted of a base purchase price of $13.8 million and a working capital adjustment of $0.5 million. Locked On produces daily podcasts for every team across the four major professional sports leagues, as well as for major college sports teams. In connection with this acquisition, we recorded goodwill and trade name assets of $12.9 million and $0.9 million, respectively. The goodwill is calculated as the excess of the purchase price over the net fair value of the identifiable assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from the acquisition that do not qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate. The goodwill recognized is deductible for tax purposes. Interim impairment assessment We review our goodwill and intangible assets for impairment at least annually and also when events or changes in circumstances occur that indicate the fair value may be below its carrying amount. As discussed in our 2020 Form 10-K, after completing our annual impairment test in the fourth quarter of 2020, we had one television station FCC license and one radio station FCC license with a combined carrying value of $67.2 million and individual impairment headroom of less than 5%. As a result, these two FCC licenses are deemed to be heightened risk of future impairment. Given the ongoing COVID-19 impacts on our AMS revenue and operating cash flows, we conducted impairment assessments of these two FCC licenses at the end of the third quarter of 2021 to evaluate whether circumstances occurred that indicate that the fair value may be below the carrying amount. In performing these assessments, we analyzed factors that impact the fair value determination of FCC license assets. This included reviewing the trends in U.S. gross domestic product, the stock market, unemployment trends, discount rates and individual station performance. Based on the analysis performed, we concluded that no triggering events had occurred that would cause us to perform an interim impairment test for these two FCC licenses. However, a sustained economic decline, including one resulting from the COVID-19 pandemic, could result in future non-cash impairment charges of our FCC licenses, and any related impairment could have a material adverse impact on our results of operations. |
Investments and other assets
Investments and other assets | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Investments and other assets | Investments and other assets Our investments and other assets consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): Sept. 30, 2021 Dec. 31, 2020 Available-for-sale debt security $ 57,354 $ 3,000 Cash value life insurance 52,861 52,883 Equity method investments 25,504 32,067 Other equity investments 19,021 20,271 Deferred debt issuance costs 6,706 9,378 Other long-term assets 23,427 18,620 Total $ 184,873 $ 136,219 Available-for-sale debt security : Available-for-sale debt securities are required to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. In the third quarter of 2021, we recorded an unrealized gain of $54.4 million due to the increase in the fair value of the debt security issued by MadHive that we hold. This available-for-sale debt security includes features that allow us to convert investment into equity ownership upon the occurrence of certain events. The increase in the value of our investment is due to, and calculated based on, the estimated increase in the underlying equity of the investee. The unrealized gain has been recorded in “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. Cash value life insurance: We are the beneficiary of life insurance policies on the lives of certain employees/retirees, which are recorded at their cash surrender value as determined by the insurance carrier. These policies are utilized as a partial funding source for deferred compensation and other non-qualified employee retirement plans. Gains and losses on these investments are included in “Other non-operating items, net” within our Consolidated Statement of Income and were not material for all periods presented. Other equity investments : Represents investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence. These investments are recorded at cost less impairments, if any, plus or minus changes in observable prices for those investments. In the third quarter of 2021, we recognized a $1.9 million gain on one of these investments due to an observable price increase in the fair value of the investment. Additionally, in the first quarter of 2021, we recorded a $1.9 million impairment charge, due to the decline in the fair value of a different investment. Both the gain and impairment charge were recorded in “Other non-operating items, net” within our Consolidated Statement of Income. No gains or losses were recorded on these investments in the first nine months of 2020. Deferred debt issuance costs : These costs consist of amounts paid to lenders related to our revolving credit facility. Debt issuance costs paid for our term debt and unsecured notes are accounted for as a reduction in the debt obligation. |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt Our long-term debt is summarized below (in thousands): Sept. 30, 2021 Dec. 31, 2020 Borrowings under revolving credit agreement expiring August 2024 $ 136,000 $ 355,000 Unsecured notes bearing fixed rate interest at 5.500% due September 2024 137,000 137,000 Unsecured notes bearing fixed rate interest at 4.750% due March 2026 550,000 550,000 Unsecured notes bearing fixed rate interest at 7.75% due June 2027 200,000 200,000 Unsecured notes bearing fixed rate interest at 7.25% due September 2027 240,000 240,000 Unsecured notes bearing fixed rate interest at 4.625% due March 2028 1,000,000 1,000,000 Unsecured notes bearing fixed rate interest at 5.00% due September 2029 1,100,000 1,100,000 Total principal long-term debt 3,363,000 3,582,000 Debt issuance costs (33,271) (36,595) Unamortized premiums and discounts, net 7,149 7,815 Total long-term debt $ 3,336,878 $ 3,553,220 |
Retirement plans
Retirement plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Retirement plans | Retirement plans We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The disclosure table below includes the pension expenses of the TRP and the TEGNA Supplemental Retirement Plan (SERP). The total net pension obligations, including both current and non-current liabilities, as of September 30, 2021, were $74.2 million, of which $7.8 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance Sheet. Pension costs (income), which primarily include costs for the qualified TRP and the non-qualified SERP, are presented in the following table (in thousands): Quarter ended Sept. 30, Nine months ended Sept. 30, 2021 2020 2021 2020 Service cost-benefits earned during the period $ 1 $ 1 $ 2 $ 5 Interest cost on benefit obligation 3,969 4,868 11,907 14,605 Expected return on plan assets (8,670) (7,765) (26,010) (23,294) Amortization of prior service cost 23 23 68 68 Amortization of actuarial loss 1,223 1,541 3,669 4,622 Pension payment timing related charge 946 — 946 — Income from company-sponsored retirement plans $ (2,508) $ (1,332) $ (9,418) $ (3,994) Benefits no longer accrue for substantially all TRP and SERP participants as a result of amendments to the plans in past years, and as such we no longer incur a significant amount of the service cost component of pension expense. All other components of our pension expense presented above are included within the “Other non-operating items, net” line item of the Consolidated Statements of Income. During the nine months ended September 30, 2021 and 2020, we did not make any cash contributions to the TRP. We made benefit payments to participants of the SERP of $5.3 million and $4.1 million during the nine months ended September 30, 2021 and 2020, respectively. Based on actuarial projections and funding levels, we do not expect to make any cash payments to the TRP in 2021 (as none are required based on our current funding levels). We expect to make additional cash payments of $1.6 million to our SERP participants during the remainder of 2021. |
Accumulated other comprehensive
Accumulated other comprehensive loss | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax (in thousands): Retirement Plans Foreign Currency Translation Available-For-Sale Investment Total Quarters Ended: Balance at June 30, 2021 $ (119,065) $ 461 $ — $ (118,604) Other comprehensive income before reclassifications — (39) 40,293 40,254 Amounts reclassified from AOCL 1,657 — — 1,657 Total other comprehensive income 1,657 (39) 40,293 41,911 Balance at Sept. 30, 2021 $ (117,408) $ 422 $ 40,293 $ (76,693) Balance at June 30, 2020 $ (140,076) $ (103) $ — $ (140,179) Other comprehensive loss before reclassifications — (69) — (69) Amounts reclassified from AOCL 1,161 — — 1,161 Total other comprehensive income 1,161 (69) — 1,092 Balance at Sept. 30, 2020 $ (138,915) $ (172) $ — $ (139,087) Retirement Plans Foreign Currency Translation Available-For-Sale Investment Total Nine months ended: Balance at Dec. 31, 2020 $ (120,979) $ (97) $ — $ (121,076) Other comprehensive income before reclassifications — 519 40,293 40,812 Amounts reclassified from AOCL 3,571 — — 3,571 Total other comprehensive income 3,571 519 40,293 44,383 Balance at Sept. 30, 2021 $ (117,408) $ 422 $ 40,293 $ (76,693) Balance at Dec. 31, 2019 $ (142,398) $ (199) $ — $ (142,597) Other comprehensive income before reclassifications — 27 — 27 Amounts reclassified from AOCL 3,483 — — 3,483 Total other comprehensive income 3,483 27 — 3,510 Balance at Sept. 30, 2020 $ (138,915) $ (172) $ — $ (139,087) Reclassifications from AOCL to the Consolidated Statements of Income are comprised of pension and other post-retirement components. Pension and other post retirement reclassifications are related to the amortization of prior service costs and amortization of actuarial losses and a pension payment timing related charge. Amounts reclassified out of AOCL are summarized below (in thousands): Quarter ended Sept. 30, Nine months ended Sept. 30, 2021 2020 2021 2020 Amortization of prior service credit, net $ (120) $ (120) $ (361) $ (360) Amortization of actuarial loss 1,410 1,671 4,230 5,013 Pension payment timing related charge 946 — 946 — Total reclassifications, before tax 2,236 1,551 4,815 4,653 Income tax effect (579) (390) (1,244) (1,170) Total reclassifications, net of tax $ 1,657 $ 1,161 $ 3,571 $ 3,483 |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Our earnings per share (basic and diluted) are presented below (in thousands, except per share amounts): Quarter ended Sept. 30, Nine months ended Sept. 30, 2021 2020 2021 2020 Net Income $ 128,699 $ 132,270 $ 348,385 $ 238,041 Net (income) loss attributable to the noncontrolling interest (419) (51) (861) 433 Adjustment of redeemable noncontrolling interest to redemption value 116 (229) (32) (1,086) Earnings available to common shareholders $ 128,396 $ 131,990 $ 347,492 $ 237,388 Weighted average number of common shares outstanding - basic 221,805 219,579 221,314 218,997 Effect of dilutive securities: Restricted stock units 749 180 626 163 Performance shares 245 216 231 262 Stock options — 2 1 1 Weighted average number of common shares outstanding - diluted 222,799 219,977 222,172 219,423 Net income per share - basic $ 0.58 $ 0.60 $ 1.57 $ 1.08 Net income per share - diluted $ 0.58 $ 0.60 $ 1.56 $ 1.08 Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance shares. |
Fair value measurement
Fair value measurement | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Fair value measurement We measure and record certain assets and liabilities at fair value in the accompanying condensed consolidated financial statements. U.S. GAAP establishes a hierarchy for those instruments measured at fair value that distinguishes between market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 - Quoted market prices in active markets for identical assets or liabilities; Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 - Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use. In the third quarter of 2021, we recognized a $1.9 million gain and in the first quarter of 2021 we recorded a $1.9 million impairment charge, which related to fair value changes for two of our investments. These adjustments were recorded in “Other non-operating items, net” within our Consolidated Statement of Income. The adjustments to the investments were a result of observable price changes in the fair value of our investments (Level 2). In the third quarter of 2021, we recorded an unrealized gain of $54.4 million due to the increase in the fair value of an available-for-sale debt security issued by MadHive that we hold, which includes features that allow us to convert the investment into equity ownership upon the occurrence of certain events. The fair value of the available-for-sale debt security was determined to be $57.4 million. The valuation utilized a scenario-based valuation approach which relies on option-pricing models. Key inputs in the model include the estimated equity value of the investee; the capitalization structure of the investee; the risk-free rate of return; and assumptions about the timing of a conversion event (Level 3) . The unrealized gain has been recorded in "Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. As we use a probability weighted approach, it is likely that actual events or results will differ from these estimates and assumptions, and accordingly we could record additional unrealized gains or losses, in the future, which may be material. The most significant changes that could impact the value of the available-for-sale debt security include the changes in the estimated equity value of the investee and changes in the assigned probabilities to each potential outcome of our conversion. A 10% increase or decrease in the equity value of the investee (holding all other models assumptions the same) would increase (or decrease) the fair value of the available-for-sale debt security by approximately $5.4 million. We also hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled $3.52 billion at September 30, 2021, and $3.79 billion at December 31, 2020. |
Other matters
Other matters | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other matters | Other matters Litigation In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station owners. We received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. On November 13 and December 13, 2018, the DOJ and seven other broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four other broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019. The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities from sharing certain confidential business information, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. We do not expect the costs of compliance to be material. Since the national media reports, numerous putative class action lawsuits were filed against owners of television stations (the Advertising Cases) in different jurisdictions. Plaintiffs are a class consisting of all persons and entities in the United States who paid for all or a portion of advertisement time on local television provided by the defendants. The Advertising Cases assert antitrust and other claims and seek monetary damages, attorneys’ fees, costs and interest, as well as injunctions against the allegedly wrongful conduct. These cases have been consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned Clay, Massey & Associates, P.C. v. Gray Television, Inc. et. al., filed on July 30, 2018. At the court’s direction, plaintiffs filed an amended complaint on April 3, 2019, that superseded the original complaints. Although we were named as a defendant in sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and four other broadcasters entered into consent decrees with the DOJ in June 2019, the plaintiffs sought leave from the court to further amend the complaint to add TEGNA and the other settling broadcasters to the proceeding. The court granted the plaintiffs’ motion, and the plaintiffs filed the second amended complaint on September 9, 2019. On October 8, 2019, the defendants jointly filed a motion to dismiss the matter. On November 6, 2020, the court denied the motion to dismiss. We deny any violation of law, believe that the claims asserted in the Advertising Cases are without merit, and intend to defend ourselves vigorously against them. We, along with a number of our subsidiaries, also are defendants in other judicial and administrative proceedings involving matters incidental to our business. We do not believe that any material liability will be imposed as a result of any of the foregoing matters. FCC Broadcast Spectrum Program In April 2017, the FCC announced the completion of a voluntary incentive auction to reallocate certain spectrum then occupied by television broadcast stations to mobile wireless broadband services, along with a related “repacking” of the television spectrum for remaining television stations. None of our stations relinquished any spectrum rights as a result of the auction. By the end of 2020, all of our impacted stations had completed their repacking transitions to their new channels. Throughout the repacking project the FCC has been reimbursing us for the costs we have incurred to change channels in the repacking on a lagged basis. During the third quarter of 2021, we received $0.6 million of reimbursements, which were recorded as a contra operating expense within our “Spectrum repacking reimbursements and other, net” line item on our Consolidated Statement of Income and reported as an investing inflow on the Consolidated Statement of Cash Flows. We expect to receive reimbursements for the remaining of our repacking spend upon completion of the FCC’s reimbursement review process. Related Party Transactions |
Accounting policies (Policies)
Accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation: Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our (or TEGNA’s) audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Use of estimates | The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The novel coronavirus (COVID-19) pandemic has resulted, and will continue to result, in significant economic disruption and will likely continue to adversely affect our business. The impact of COVID-19 (including variants) and the extent of its adverse impact on our financial and operating results will be dictated by the length of time that the pandemic continues to affect our advertising customers.We use the best information available in developing significant estimates inherent in our financial statements, including potential impacts from the COVID-19 pandemic. Actual results could differ from these estimates, and these differences resulting from changes in facts and circumstances could be material. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, business combinations, fair value measurements, post-retirement benefit plans, income taxes including deferred taxes, and contingencies. |
Consolidation | The condensed consolidated financial statements include the accounts of subsidiaries we control. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities over which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in “Equity (loss) income in unconsolidated investments, net” in the Consolidated Statements of Income. |
Accounting guidance adopted in 2021 and New accounting guidance not yet adopted | Accounting guidance adopted in 2021: We did not adopt any new accounting guidance in 2021 that had a material impact on our consolidated financial statements or disclosures. New accounting guidance not yet adopted: There is currently no pending accounting guidance that we expect to have a material impact on our consolidated financial statements or disclosures. |
Trade receivables and allowances for doubtful accounts | Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth, unemployment and demand for our products and services, including the impacts of the COVID-19 pandemic on these trends. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. |
Available-for-sale investment | Available-for-sale investment: We hold a debt security investment issued by MadHive, Inc. (MadHive), that we classify as an available-for-sale investment. Under the terms of our investment agreement, our debt investment may convert into an equity investment either automatically or at our election based on the occurrence of certain specified events. This investment is carried at fair value and is included within the “Investments and other assets” line item on our Condensed Consolidated Balance Sheet. Unrealized gains/losses on this investment are included within “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. Gains and losses will be recognized in our Consolidated Statements of Income when realized. See Note 3 for additional information. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling interest: Our Premion business operates an advertising network for over-the-top (OTT) streaming and connected television platforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a 3 year commercial reselling agreement with the affiliate. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.” |
Revenue recognition | Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue. |
Accounting policies (Tables)
Accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue earned by these sources in the third quarter and first nine months of 2021 and 2020 are shown below (amounts in thousands): Quarter ended Sept. 30, Nine months ended Sept. 30, 2021 2020 2021 2020 Subscription $ 368,672 $ 316,677 $ 1,130,490 $ 972,954 Advertising & Marketing Services 364,234 298,605 1,027,957 822,841 Political 15,010 116,494 34,019 181,425 Other 8,571 6,613 23,980 22,985 Total revenues $ 756,487 $ 738,389 $ 2,216,446 $ 2,000,205 |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of September 30, 2021 and December 31, 2020 (in thousands): Sept. 30, 2021 Dec. 31, 2020 Gross Accumulated Amortization Gross Accumulated Amortization Goodwill $ 2,981,587 $ — $ 2,968,693 $ — Indefinite-lived intangibles: Television and radio station FCC broadcast licenses 2,123,898 2,123,898 Amortizable intangible assets: Retransmission agreements 235,215 (161,061) 235,215 (138,928) Network affiliation agreements 309,503 (91,070) 309,503 (72,694) Other 71,465 (30,758) 70,610 (23,960) Total indefinite-lived and amortizable intangible assets $ 2,740,081 $ (282,889) $ 2,739,226 $ (235,582) |
Investments and other assets (T
Investments and other assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Other Assets | Our investments and other assets consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): Sept. 30, 2021 Dec. 31, 2020 Available-for-sale debt security $ 57,354 $ 3,000 Cash value life insurance 52,861 52,883 Equity method investments 25,504 32,067 Other equity investments 19,021 20,271 Deferred debt issuance costs 6,706 9,378 Other long-term assets 23,427 18,620 Total $ 184,873 $ 136,219 |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Our long-term debt is summarized below (in thousands): Sept. 30, 2021 Dec. 31, 2020 Borrowings under revolving credit agreement expiring August 2024 $ 136,000 $ 355,000 Unsecured notes bearing fixed rate interest at 5.500% due September 2024 137,000 137,000 Unsecured notes bearing fixed rate interest at 4.750% due March 2026 550,000 550,000 Unsecured notes bearing fixed rate interest at 7.75% due June 2027 200,000 200,000 Unsecured notes bearing fixed rate interest at 7.25% due September 2027 240,000 240,000 Unsecured notes bearing fixed rate interest at 4.625% due March 2028 1,000,000 1,000,000 Unsecured notes bearing fixed rate interest at 5.00% due September 2029 1,100,000 1,100,000 Total principal long-term debt 3,363,000 3,582,000 Debt issuance costs (33,271) (36,595) Unamortized premiums and discounts, net 7,149 7,815 Total long-term debt $ 3,336,878 $ 3,553,220 |
Retirement plans (Tables)
Retirement plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Benefit Costs | Pension costs (income), which primarily include costs for the qualified TRP and the non-qualified SERP, are presented in the following table (in thousands): Quarter ended Sept. 30, Nine months ended Sept. 30, 2021 2020 2021 2020 Service cost-benefits earned during the period $ 1 $ 1 $ 2 $ 5 Interest cost on benefit obligation 3,969 4,868 11,907 14,605 Expected return on plan assets (8,670) (7,765) (26,010) (23,294) Amortization of prior service cost 23 23 68 68 Amortization of actuarial loss 1,223 1,541 3,669 4,622 Pension payment timing related charge 946 — 946 — Income from company-sponsored retirement plans $ (2,508) $ (1,332) $ (9,418) $ (3,994) |
Accumulated other comprehensi_2
Accumulated other comprehensive loss (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax (in thousands): Retirement Plans Foreign Currency Translation Available-For-Sale Investment Total Quarters Ended: Balance at June 30, 2021 $ (119,065) $ 461 $ — $ (118,604) Other comprehensive income before reclassifications — (39) 40,293 40,254 Amounts reclassified from AOCL 1,657 — — 1,657 Total other comprehensive income 1,657 (39) 40,293 41,911 Balance at Sept. 30, 2021 $ (117,408) $ 422 $ 40,293 $ (76,693) Balance at June 30, 2020 $ (140,076) $ (103) $ — $ (140,179) Other comprehensive loss before reclassifications — (69) — (69) Amounts reclassified from AOCL 1,161 — — 1,161 Total other comprehensive income 1,161 (69) — 1,092 Balance at Sept. 30, 2020 $ (138,915) $ (172) $ — $ (139,087) Retirement Plans Foreign Currency Translation Available-For-Sale Investment Total Nine months ended: Balance at Dec. 31, 2020 $ (120,979) $ (97) $ — $ (121,076) Other comprehensive income before reclassifications — 519 40,293 40,812 Amounts reclassified from AOCL 3,571 — — 3,571 Total other comprehensive income 3,571 519 40,293 44,383 Balance at Sept. 30, 2021 $ (117,408) $ 422 $ 40,293 $ (76,693) Balance at Dec. 31, 2019 $ (142,398) $ (199) $ — $ (142,597) Other comprehensive income before reclassifications — 27 — 27 Amounts reclassified from AOCL 3,483 — — 3,483 Total other comprehensive income 3,483 27 — 3,510 Balance at Sept. 30, 2020 $ (138,915) $ (172) $ — $ (139,087) |
Schedule of Reclassification out of Accumulated Other Comprehensive Loss | Amounts reclassified out of AOCL are summarized below (in thousands): Quarter ended Sept. 30, Nine months ended Sept. 30, 2021 2020 2021 2020 Amortization of prior service credit, net $ (120) $ (120) $ (361) $ (360) Amortization of actuarial loss 1,410 1,671 4,230 5,013 Pension payment timing related charge 946 — 946 — Total reclassifications, before tax 2,236 1,551 4,815 4,653 Income tax effect (579) (390) (1,244) (1,170) Total reclassifications, net of tax $ 1,657 $ 1,161 $ 3,571 $ 3,483 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Our earnings per share (basic and diluted) are presented below (in thousands, except per share amounts): Quarter ended Sept. 30, Nine months ended Sept. 30, 2021 2020 2021 2020 Net Income $ 128,699 $ 132,270 $ 348,385 $ 238,041 Net (income) loss attributable to the noncontrolling interest (419) (51) (861) 433 Adjustment of redeemable noncontrolling interest to redemption value 116 (229) (32) (1,086) Earnings available to common shareholders $ 128,396 $ 131,990 $ 347,492 $ 237,388 Weighted average number of common shares outstanding - basic 221,805 219,579 221,314 218,997 Effect of dilutive securities: Restricted stock units 749 180 626 163 Performance shares 245 216 231 262 Stock options — 2 1 1 Weighted average number of common shares outstanding - diluted 222,799 219,977 222,172 219,423 Net income per share - basic $ 0.58 $ 0.60 $ 1.57 $ 1.08 Net income per share - diluted $ 0.58 $ 0.60 $ 1.56 $ 1.08 |
Accounting policies - Narrative
Accounting policies - Narrative (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2021USD ($)stationradioStationmarketsegment | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |||
Number of operating segments | 1 | ||
Number of reportable segments | 1 | ||
Number of television stations | station | 64 | ||
Number of radio stations | radioStation | 2 | ||
Number of markets in which entity operates | market | 51 | ||
Allowance for doubtful accounts receivable | $ | $ 6,151 | $ 7,035 | |
Commercial reselling agreement, term | 3 years |
Accounting policies - Revenue (
Accounting policies - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 756,487 | $ 738,389 | $ 2,216,446 | $ 2,000,205 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 368,672 | 316,677 | 1,130,490 | 972,954 |
Advertising & Marketing Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 364,234 | 298,605 | 1,027,957 | 822,841 |
Political | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15,010 | 116,494 | 34,019 | 181,425 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 8,571 | $ 6,613 | $ 23,980 | $ 22,985 |
Goodwill and other intangible_3
Goodwill and other intangible assets - Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 2,981,587 | $ 2,968,693 |
Accumulated Amortization | 0 | 0 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | (282,889) | (235,582) |
Total indefinite-lived and amortizable intangible assets | 2,740,081 | 2,739,226 |
Television and radio station FCC broadcast licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles: | 2,123,898 | 2,123,898 |
Retransmission agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets: | 235,215 | 235,215 |
Accumulated Amortization | (161,061) | (138,928) |
Network affiliation agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets: | 309,503 | 309,503 |
Accumulated Amortization | (91,070) | (72,694) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets: | 71,465 | 70,610 |
Accumulated Amortization | $ (30,758) | $ (23,960) |
Goodwill and other intangible_4
Goodwill and other intangible assets - Narrative (Details) $ in Thousands | Jan. 27, 2021USD ($)sportLeague | Dec. 31, 2020USD ($)licensestation | Sep. 30, 2020license | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | ||||
Number of major professional sports leagues | sportLeague | 4 | |||
Goodwill | $ 2,968,693 | $ 2,981,587 | ||
Number of television stations with possible impairment | station | 1 | |||
Number of radio stations with possible impairment | station | 1 | |||
Indefinite lived intangibles with heightened risk of future impairment | $ 67,200 | |||
Number of FCC license | license | 2 | 2 | ||
Licensing Agreements, TV Station | ||||
Business Acquisition [Line Items] | ||||
Individual impairment of headroom (less than) | 5.00% | |||
Licensing Agreements, Radio Station | ||||
Business Acquisition [Line Items] | ||||
Individual impairment of headroom (less than) | 5.00% | |||
Locked On Podcast Network LLC | ||||
Business Acquisition [Line Items] | ||||
Purchase price of acquisition | $ 13,300 | |||
Base purchase price | 13,800 | |||
Working capital adjustment | 500 | |||
Goodwill | 12,900 | |||
Trade names | Locked On Podcast Network LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 900 |
Investments and other assets -
Investments and other assets - Components of Investments and Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investments, All Other Investments [Abstract] | ||
Available-for-sale debt security | $ 57,354 | $ 3,000 |
Cash value life insurance | 52,861 | 52,883 |
Equity method investments | 25,504 | 32,067 |
Other equity investments | 19,021 | 20,271 |
Deferred debt issuance costs | 6,706 | 9,378 |
Other long-term assets | 23,427 | 18,620 |
Total | $ 184,873 | $ 136,219 |
Investments and other assets _2
Investments and other assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | ||
Observable price increase in the fair value of the investment | $ 1.9 | |
Impairment of other equity investments | $ 1.9 | |
Increase in the fair value of the debt security | $ 54.4 |
Long-term debt - Schedule of Lo
Long-term debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 3,363,000 | $ 3,582,000 |
Debt issuance costs | (33,271) | (36,595) |
Unamortized premiums and discounts, net | 7,149 | 7,815 |
Total long-term debt | 3,336,878 | 3,553,220 |
Borrowings under revolving credit agreement expiring August 2024 | ||
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 136,000 | $ 355,000 |
Unsecured notes bearing fixed rate interest at 5.500% due September 2024 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.055% | 0.055% |
Total principal long-term debt | $ 137,000 | $ 137,000 |
Unsecured notes bearing fixed rate interest at 4.750% due March 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.0475% | 0.0475% |
Total principal long-term debt | $ 550,000 | $ 550,000 |
Unsecured notes bearing fixed rate interest at 7.75% due June 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.0775% | 0.0775% |
Total principal long-term debt | $ 200,000 | $ 200,000 |
Unsecured notes bearing fixed rate interest at 7.25% due September 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.0725% | 0.0725% |
Total principal long-term debt | $ 240,000 | $ 240,000 |
Unsecured notes bearing fixed rate interest at 4.625% due March 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.04625% | 0.04625% |
Total principal long-term debt | $ 1,000,000 | $ 1,000,000 |
Unsecured notes bearing fixed rate interest at 5.00% due September 2029 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.05% | 0.05% |
Total principal long-term debt | $ 1,100,000 | $ 1,100,000 |
Long-term debt - Narrative (Det
Long-term debt - Narrative (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Cash and cash equivalents | $ 51,214,000 | $ 40,968,000 |
Amended and Restated Competitive Advance and Revolving Credit Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Unused borrowing capacity | 1,350,000,000 | |
Maximum borrowing capacity under credit facility | $ 1,510,000,000 |
Retirement plans - Narrative (D
Retirement plans - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ (2,508,000) | $ (1,332,000) | $ (9,418,000) | $ (3,994,000) |
Amounts reclassified from AOCL | (1,657,000) | (1,161,000) | (3,571,000) | (3,483,000) |
Pension payment timing related charge | 946,000 | 0 | 946,000 | 0 |
Retirement Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amounts reclassified from AOCL | (1,657,000) | $ (1,161,000) | (3,571,000) | (3,483,000) |
Pension payment timing related charge | 900,000 | |||
TRP | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total net pension obligations | 74,200,000 | 74,200,000 | ||
Cash contributions | 0 | 0 | ||
Accrued liabilities | TRP | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total net pension obligations | 7,800,000 | 7,800,000 | ||
SERP | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Cash contributions | 5,300,000 | $ 4,100,000 | ||
Additional cash payments | $ 1,600,000 | $ 1,600,000 |
Retirement plans - Benefit Cost
Retirement plans - Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Service cost-benefits earned during the period | $ 1 | $ 1 | $ 2 | $ 5 |
Interest cost on benefit obligation | 3,969 | 4,868 | 11,907 | 14,605 |
Expected return on plan assets | (8,670) | (7,765) | (26,010) | (23,294) |
Amortization of prior service cost | 23 | 23 | 68 | 68 |
Amortization of actuarial loss | 1,223 | 1,541 | 3,669 | 4,622 |
Pension payment timing related charge | 946 | 0 | 946 | 0 |
Income from company-sponsored retirement plans | $ (2,508) | $ (1,332) | $ (9,418) | $ (3,994) |
Accumulated other comprehensi_3
Accumulated other comprehensive loss - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ 2,258,956 | $ 1,675,307 | $ 2,058,095 | $ 1,590,377 |
Other comprehensive income before reclassifications | 40,254 | (69) | 40,812 | 27 |
Amounts reclassified from AOCL | 1,657 | 1,161 | 3,571 | 3,483 |
Other comprehensive income, net of tax | 41,911 | 1,092 | 44,383 | 3,510 |
Ending balance | 2,419,707 | 1,799,536 | 2,419,707 | 1,799,536 |
Retirement Plans | ||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (119,065) | (140,076) | (120,979) | (142,398) |
Other comprehensive income before reclassifications | 0 | 0 | 0 | 0 |
Amounts reclassified from AOCL | 1,657 | 1,161 | 3,571 | 3,483 |
Other comprehensive income, net of tax | 1,657 | 1,161 | 3,571 | 3,483 |
Ending balance | (117,408) | (138,915) | (117,408) | (138,915) |
Foreign Currency Translation | ||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 461 | (103) | (97) | (199) |
Other comprehensive income before reclassifications | (39) | (69) | 519 | 27 |
Amounts reclassified from AOCL | 0 | 0 | 0 | 0 |
Other comprehensive income, net of tax | (39) | (69) | 519 | 27 |
Ending balance | 422 | (172) | 422 | (172) |
Available-For-Sale Investment | ||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 0 | 0 | 0 | 0 |
Other comprehensive income before reclassifications | 40,293 | 0 | 40,293 | 0 |
Amounts reclassified from AOCL | 0 | 0 | 0 | 0 |
Other comprehensive income, net of tax | 40,293 | 0 | 40,293 | 0 |
Ending balance | 40,293 | 0 | 40,293 | 0 |
Total | ||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (118,604) | (140,179) | (121,076) | (142,597) |
Other comprehensive income, net of tax | 41,911 | 1,092 | 44,383 | 3,510 |
Ending balance | $ (76,693) | $ (139,087) | $ (76,693) | $ (139,087) |
Accumulated other comprehensi_4
Accumulated other comprehensive loss - Reclassifications out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications, before tax | $ 2,236 | $ 1,551 | $ 4,815 | $ 4,653 |
Income tax effect | (579) | (390) | (1,244) | (1,170) |
Total reclassifications, net of tax | 1,657 | 1,161 | 3,571 | 3,483 |
Amortization of prior service credit, net | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications, before tax | (120) | (120) | (361) | (360) |
Amortization of actuarial loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications, before tax | 1,410 | 1,671 | 4,230 | 5,013 |
Pension payment timing related charge | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications, before tax | $ 946 | $ 0 | $ 946 | $ 0 |
Earnings per share - Schedule o
Earnings per share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net Income | $ 128,699 | $ 132,270 | $ 348,385 | $ 238,041 |
Net (income) loss attributable to the noncontrolling interest | (419) | (51) | (861) | 433 |
Adjustment of redeemable noncontrolling interest to redemption value | 116 | (229) | (32) | (1,086) |
Earnings available to common shareholders, basic | 128,396 | 131,990 | 347,492 | 237,388 |
Earnings available to common shareholders, diluted | $ 128,396 | $ 131,990 | $ 347,492 | $ 237,388 |
Weighted average number of common shares outstanding - basic (in shares) | 221,805 | 219,579 | 221,314 | 218,997 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average number of common shares outstanding - diluted (in shares) | 222,799 | 219,977 | 222,172 | 219,423 |
Net income per share – basic (in dollars per share) | $ 0.58 | $ 0.60 | $ 1.57 | $ 1.08 |
Net income per share – diluted (in dollars per share) | $ 0.58 | $ 0.60 | $ 1.56 | $ 1.08 |
Restricted stock units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 749 | 180 | 626 | 163 |
Performance shares | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 245 | 216 | 231 | 262 |
Stock options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 0 | 2 | 1 | 1 |
Fair value measurement (Details
Fair value measurement (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($)investment | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of investments | investment | 2 | |||
Increase in the fair value of the debt security | $ 54,400 | |||
Available-for-sale debt security | 57,354 | $ 57,354 | $ 3,000 | |
Effect of ten percent change in the equity value on fair value of debt instrument available for sale | 5,400 | |||
Observable price increase in the fair value of the investment | 1,900 | 1,900 | ||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment loss on investment | $ 1,900 | |||
Fair value of total long-term debt | 3,520,000 | 3,520,000 | $ 3,790,000 | |
Observable price increase in the fair value of the investment | $ 1,900 | $ 1,900 |
Other matters (Details)
Other matters (Details) $ in Millions | Jul. 30, 2018defendant | Jun. 30, 2019defendant | Dec. 13, 2018defendant | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||
FCC reimbursements received | $ 0.6 | |||||||
Settled litigation | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of other broadcasters settling DOJ complaint (defendant) | defendant | 4 | 7 | ||||||
Equity And Debt Investment | Affiliated Entity | ||||||||
Business Acquisition [Line Items] | ||||||||
Expenses incurred with related party | 19.7 | $ 8.5 | $ 62.1 | $ 32.7 | ||||
Accounts payable and accrued liabilities with related party | $ 7.4 | $ 7.4 | $ 13.5 | |||||
Clay, Massey & Associates, P.C. v. Gray Television | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of other broadcasters settling DOJ complaint (defendant) | defendant | 16 | 4 |