Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document Information [Line Items] | |
Entity Registrant Name | E.W. SCRIPPS Co |
Entity Central Index Key | 832,428 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | 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 |
Common stock, Class A | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 71,937,143 |
Voting common stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 11,932,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 81,342,000 | $ 158,459,000 |
Restricted cash | 6,560,000 | 6,810,000 |
Accounts and notes receivable (less allowances — $1,657 and $1,390) | 164,972,000 | 99,609,000 |
Transition services agreement receivable, net | 2,473,000 | 0 |
Deferred income taxes | 28,553,000 | 10,754,000 |
Income taxes receivable | 1,622,000 | 0 |
Miscellaneous | 8,751,000 | 6,521,000 |
Assets of discontinued operations — current | 0 | 46,507,000 |
Total current assets | 294,273,000 | 328,660,000 |
Investments | 14,876,000 | 9,454,000 |
Property, plant and equipment | 269,792,000 | 157,841,000 |
Goodwill | 586,342,000 | 106,261,000 |
Other intangible assets | 478,006,000 | 187,259,000 |
Deferred income taxes | 0 | 54,612,000 |
Miscellaneous | 23,921,000 | 15,743,000 |
Assets held for sale | 14,500,000 | 0 |
Assets of discontinued operations — noncurrent | 0 | 172,901,000 |
Total Assets | 1,681,710,000 | 1,032,731,000 |
Current liabilities: | ||
Accounts payable | 21,994,000 | 13,987,000 |
Customer deposits and unearned revenue | 10,999,000 | 8,812,000 |
Current portion of long-term debt | 6,792,000 | 2,000,000 |
Accrued liabilities: | ||
Employee compensation and benefits | 29,762,000 | 20,901,000 |
Miscellaneous | 30,241,000 | 31,890,000 |
Other current liabilities | 11,716,000 | 9,306,000 |
Total current liabilities | 0 | 47,642,000 |
Total current liabilities | 111,504,000 | 134,538,000 |
Long-term debt (less current portion) | 396,812,000 | 196,000,000 |
Deferred Tax Liabilities, Net, Noncurrent | 3,201,000 | 0 |
Other liabilities (less current portion) | 277,739,000 | 169,171,000 |
Liabilities of discontinued operations — noncurrent | 0 | 13,089,000 |
Equity: | ||
Preferred stock, $.01 par — authorized: 25,000,000 shares; none outstanding | 0 | 0 |
Common stock, $.01 par: Class A - authorized: 240,000,000 shares; issued and outstanding; 71,937,143 and 45,062,522 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | 838,000 | 570,000 |
Additional paid-in capital | 1,164,637,000 | 525,456,000 |
Retained earnings (accumulated deficit) | (147,969,000) | 118,693,000 |
Accumulated other comprehensive loss, net of income taxes | (125,052,000) | (126,443,000) |
The E.W. Scripps Company total shareholders’ equity | 892,454,000 | 518,276,000 |
Noncontrolling interest — discontinued operations | 0 | 1,657,000 |
Total equity | 892,454,000 | 519,933,000 |
Total Liabilities and Equity | 1,681,710,000 | 1,032,731,000 |
Common stock, Class A | ||
Equity: | ||
Common stock, $.01 par: Class A - authorized: 240,000,000 shares; issued and outstanding; 71,937,143 and 45,062,522 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | 719,000 | 451,000 |
Voting common stock | ||
Equity: | ||
Common stock, $.01 par: Class A - authorized: 240,000,000 shares; issued and outstanding; 71,937,143 and 45,062,522 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | $ 119,000 | $ 119,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Allowances for accounts and notes receivable | $ 1,657 | $ 1,390 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, Class A | ||
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 71,937,143 | 45,062,522 |
Common stock, shares outstanding | 71,937,143 | 45,062,522 |
Voting common stock | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 11,932,722 | 11,932,722 |
Common stock, shares outstanding | 11,932,722 | 11,932,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Revenues: | ||||
Advertising | $ 144,983 | $ 103,700 | $ 389,088 | $ 292,472 |
Retransmission | 36,287 | 15,235 | 100,700 | 40,409 |
Other | 8,421 | 4,191 | 21,060 | 15,245 |
Total operating revenues | 189,691 | 123,126 | 510,848 | 348,126 |
Costs and Expenses: | ||||
Employee compensation and benefits | 88,296 | 64,713 | 247,776 | 189,294 |
Programs and program licenses | 36,791 | 16,181 | 88,837 | 42,951 |
Other expenses | 41,693 | 26,431 | 115,037 | 84,670 |
Defined benefit pension plan expense | 2,976 | 1,613 | 9,782 | 4,253 |
Acquisition and related integration costs | 4,206 | 2,783 | 36,953 | 6,984 |
Total costs and expenses | 173,962 | 111,721 | 498,385 | 328,152 |
Depreciation, Amortization, and Losses (Gains): | ||||
Depreciation | 11,092 | 6,528 | 25,883 | 17,846 |
Amortization of intangible assets | 5,181 | 2,178 | 12,051 | 5,785 |
Impairment of goodwill and intangibles | 24,613 | 0 | 24,613 | 0 |
Losses (gains), net on disposal of property, plant and equipment | 200 | (2,979) | 579 | (2,931) |
Net depreciation, amortization, and losses (gains) | 41,086 | 5,727 | 63,126 | 20,700 |
Operating (loss) income | (25,357) | 5,678 | (50,663) | (726) |
Interest expense | (4,246) | (2,050) | (10,523) | (6,345) |
Miscellaneous, net | 1,061 | 170 | 12 | (210) |
(Loss) income from continuing operations before income taxes | (28,542) | 3,798 | (61,174) | (7,281) |
(Benefit) provision for income taxes | (4,099) | 2,755 | (15,661) | (1,308) |
Net (loss) income from continuing operations | (24,443) | 1,043 | (45,513) | (5,973) |
Net (loss) income from discontinued operations, net of tax | 0 | (2,384) | (15,432) | 785 |
Net loss | $ (24,443) | $ (1,341) | $ (60,945) | $ (5,188) |
Net (loss) income per basic share of common stock: | ||||
(Loss) income from continuing operations (in dollars per share) | $ (0.29) | $ 0.02 | $ (0.61) | $ (0.10) |
(Loss) income from discontinued operations (in dollars per share) | 0 | (0.04) | (0.21) | 0.01 |
Net loss per basic share of common stock (in dollars per share) | (0.29) | (0.02) | (0.82) | (0.09) |
Net (loss) income per diluted share of common stock: | ||||
(Loss) income from continuing operations (in dollars per share) | (0.29) | 0.02 | (0.61) | (0.10) |
(Loss) income from discontinued operations (in dollars per share) | 0 | (0.04) | (0.21) | 0.01 |
Net loss per diluted share of common stock (in dollars per share) | $ (0.29) | $ (0.02) | $ (0.82) | $ (0.09) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net loss | $ (24,443) | $ (1,341) | $ (60,945) | $ (5,188) |
Changes in fair value of derivative, net of tax of $37, $37, $110 and $111 | 59 | 59 | 178 | 177 |
Changes in defined benefit pension plans, net of tax of $471, $364, $(740) and $924 | 762 | 441 | (1,113) | 1,329 |
Total comprehensive loss | $ (23,622) | $ (841) | $ (61,880) | $ (3,682) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive 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 fair value of derivatives, tax amount | $ 37 | $ 37 | $ 110 | $ 111 |
Changes in defined benefit pension plans, tax amount | $ 471 | $ 364 | $ (740) | $ 924 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (60,945,000) | $ (5,188,000) |
Loss (income) from discontinued operations | 15,432,000 | (785,000) |
Loss from continuing operations | (45,513,000) | (5,973,000) |
Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities: | ||
Depreciation and amortization | 37,934,000 | 23,631,000 |
Impairment of goodwill and intangibles | 24,613,000 | 0 |
Losses (gains) on sale of property, plant and equipment | (579,000) | 2,931,000 |
Deferred income taxes | (14,410,000) | 4,824,000 |
Stock and deferred compensation plans | 8,393,000 | 3,376,000 |
Pension expense, net of payments | 10,065,000 | 3,759,000 |
Other changes in certain working capital accounts, net | (46,091,000) | 15,748,000 |
Miscellaneous, net | 2,788,000 | (1,384,000) |
Net cash (used in) provided by continuing operating activities | (21,642,000) | 41,050,000 |
Net cash provided by discontinued operating activities | 6,861,000 | 29,984,000 |
Net operating activities | (14,781,000) | 71,034,000 |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | (46,838,000) | (149,334,000) |
Proceeds from sale of property, plant and equipment | 15,000 | 6,318,000 |
Additions to property, plant and equipment | (15,244,000) | (11,908,000) |
Purchase of investments | (7,087,000) | (2,003,000) |
Change in restricted cash | 250,000 | 1,400,000 |
Miscellaneous, net | 0 | 389,000 |
Net cash used in continuing investing activities | (68,904,000) | (155,138,000) |
Net cash used in discontinued investing activities | (1,561,000) | (1,330,000) |
Net investing activities | (70,465,000) | (156,468,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of long-term debt | 200,000,000 | 0 |
Payments on long-term debt | (121,269,000) | (1,500,000) |
Payments of financing costs | (2,592,000) | (483,000) |
Dividends paid | (59,523,000) | 0 |
Repurchase of Class A Common shares | (10,901,000) | (21,237,000) |
Proceeds from employee stock options | 6,041,000 | 13,175,000 |
Tax payments related to shares withheld for RSU vesting | (5,126,000) | (4,035,000) |
Miscellaneous, net | 1,499,000 | 2,628,000 |
Net cash provided by (used in) continuing financing activities | 8,129,000 | (11,452,000) |
Net cash provided by (used in) discontinued financing activities | 0 | 0 |
Net financing activities | 8,129,000 | (11,452,000) |
Decrease in cash and cash equivalents | (77,117,000) | (96,886,000) |
Cash and cash equivalents: | ||
Beginning of year | 158,459,000 | 221,255,000 |
End of period | 81,342,000 | 124,369,000 |
Supplemental Cash Flow Disclosures | ||
Interest paid | 9,353,000 | 5,511,000 |
Income taxes paid | $ 14,709,000 | $ 397,000 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Loss) | Accumulated Other Comprehensive Loss | Noncontrolling Interests | |
Balance, beginning at Dec. 31, 2013 | $ 547,737 | $ 560 | $ 509,243 | $ 116,893 | $ (80,923) | $ 1,964 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (5,490) | (5,188) | |||||
Net loss attributable to noncontrolling interests | (302) | ||||||
Changes in defined benefit pension plans | 1,329 | 1,329 | |||||
Changes in fair value of derivative | 177 | 177 | |||||
Repurchase Class A Common shares: 1,181,560 in 2014 and 561,019 in 2015 | (21,237) | (12) | (12,496) | (8,729) | |||
Compensation plans: 1,779,404 net shares issued in 2014 and 1,084,647 in 2015 | [1] | 14,335 | 18 | 14,317 | |||
Balance, ending at Sep. 30, 2014 | 536,851 | 566 | 511,064 | 102,976 | (79,417) | 1,662 | |
Balance, beginning at Dec. 31, 2014 | 519,933 | 570 | 525,456 | 118,693 | (126,443) | 1,657 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (60,945) | (60,945) | |||||
Net loss attributable to noncontrolling interests | 0 | ||||||
Changes in defined benefit pension plans | (1,113) | (1,113) | |||||
Changes in fair value of derivative | 178 | 178 | |||||
Cash dividends: declared and paid — $1.03 per share | (59,523) | ||||||
Shares issued for acquisition: 26,350,993 shares issued | 636,000 | 263 | 635,737 | ||||
Spin-off of Newspapers | (140,562) | (141,231) | 2,326 | (1,657) | |||
Repurchase Class A Common shares: 1,181,560 in 2014 and 561,019 in 2015 | (10,901) | (6) | (5,932) | (4,963) | |||
Compensation plans: 1,779,404 net shares issued in 2014 and 1,084,647 in 2015 | [1] | 9,387 | 11 | 9,376 | |||
Balance, ending at Sep. 30, 2015 | $ 892,454 | $ 838 | $ 1,164,637 | $ (147,969) | $ (125,052) | $ 0 | |
[1] | * Net of tax payments related to shares withheld for vested stock and RSUs of $5,126 in 2015 and $4,035 in 2014. |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Shares issued on compensation plans | 1,084,647 | 1,779,404 |
Repurchase of Class A Common shares | 561,019 | 1,181,560 |
Tax payments related to shares withheld for vested stock and RSUs | $ 5,126 | $ 4,035 |
Cash dividends declared (in dollars per share) | $ 1.03 | $ 0 |
Cash dividends paid (in dollars per share) | $ 1.03 | $ 0 |
Number of shares issued in business acquisition | 26,350,993 | 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies As used in the Condensed Notes to Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies or to all of them taken as a whole. Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 consolidated financial statements, including the notes thereto included in our 2014 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made. Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year. Nature of Operations — We are a diverse media enterprise with a portfolio of television, radio and digital media brands. All of our media businesses provide content and advertising services via digital platforms, including the web, smartphones and tablets. Our media businesses are organized into the following reportable business segments: television, radio, digital, and syndication and other. Additional information for our business segments is presented in the Condensed Notes to Consolidated Financial Statements. On April 1, 2015, we distributed our newspaper business to our shareholders in a tax-free spin-off. See Note 17 for additional information on the spin-off. Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plans; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks. While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements. Revenue Recognition — We recognize revenue when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. When a sales arrangement contains multiple elements, such as the sale of advertising and other services, we allocate revenue to each element based upon its relative fair value. We report revenue net of sales and other taxes collected from our customers. Our primary sources of revenue are from the sale of broadcast and digital advertising and retransmission fees received from cable operators and satellite carriers. The revenue recognition policies for each source of revenue are described in our 2014 Annual Report on Form 10-K. Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our Annual Report on Form 10-K for the year ended December 31, 2014 . The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs), unrestricted Class A Common shares and performance units to key employees and non-employee directors. Share-based compensation costs totaled $1.4 million and $0.3 million for the third quarter of 2015 and 2014 , respectively, of which $0.1 million of third quarter 2014 is included in discontinued operations. Year-to-date share-based compensation costs totaled $8.5 million and $4.9 million in 2015 and 2014, respectively. Year-to-date costs included in discontinued operations were $1.1 million and $1.2 million in 2015 and 2014, respectively. Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and therefore exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities. The following table presents information about basic and diluted weighted-average shares outstanding: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Numerator (for basic and diluted earnings per share) Net (loss) income from continuing operations $ (24,443 ) $ 1,043 $ (45,513 ) $ (5,973 ) Less income allocated to RSUs — — — — Numerator for basic and diluted earnings per share from continuing operations $ (24,443 ) $ 1,043 $ (45,513 ) $ (5,973 ) Denominator Basic weighted-average shares outstanding 84,107 56,469 75,213 56,200 Effect of dilutive securities: Stock options held by employees and directors — — — — Diluted weighted-average shares outstanding 84,107 56,469 75,213 56,200 Anti-dilutive securities (1) 2,148 3,313 2,148 3,313 (1) Amount outstanding at balance sheet date, before application of the treasury stock method and not weighted for period outstanding. For the quarter ended September 30, 2015 and nine month periods ended September 30, 2015 and 2014 , we incurred a net loss and the inclusion of RSUs and stock options held by employees and directors would have been anti-dilutive, and accordingly the diluted EPS calculation for the period excludes those common share equivalents. For the quarter ended September 30, 2014 there was net income from continuing operations. Prior to recasting the historical financial statements for discontinued operations, we incurred a net loss for the quarter ended September 30, 2014 , and therefore we did not apply the two-class method. We have not changed our application of the two-class method due to the recasting of our historical financial statements, which changed income from continuing operations from a loss to income. Derivative Financial Instruments — It is our policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. Derivative financial instruments are utilized to manage interest rate risks. We do not hold derivative financial instruments for trading purposes. All derivatives are recorded on the balance sheet at fair value. Each derivative is designated as a cash flow hedge or remains undesignated. Changes in the fair value of derivatives that are designated and effective as cash flow hedges are recorded in other comprehensive income (loss) and reclassified to earnings when the effects of the item being hedged are recognized in earnings. These changes are offset in earnings to the extent the hedge was effective by fair value changes related to the risk being hedged on the hedged item. Changes in the fair value of undesignated hedges are recognized currently in earnings. All ineffective changes in derivative fair values are recognized currently in earnings. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis, the hedging instrument is assessed as to its effectiveness, when applicable. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, the hedge accounting discussed above is discontinued. |
Recently Adopted Standards and
Recently Adopted Standards and Issued Accounting Standards (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Recently Adopted Standards and Issued Accounting Standards | Recently Adopted Standards and Issued Accounting Standards Recently Issued Accounting Standards — In April 2015, the Financial Accounting Standards Board (FASB) issued new guidance for the presentation of debt issuance costs in the financial statements. Under this new guidance, debt issuance costs (except for lines of credit) are classified in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Additionally, amortization of these costs must be classified as interest expense. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Adoption of this standard will result in us netting deferred loan costs, which as of September 30, 2015 totaled $3.5 million, against long-term debt. Reported interest expense will not be affected. In August 2014, the FASB issued new guidance related to the disclosures around consideration of going concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In May 2014, the FASB issued new guidance on revenue recognition. Under this new standard, an entity shall recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step process that requires entities to exercise judgment when considering the terms of the contract(s) and all relevant facts and circumstances. This standard permits the use of either the retrospective or cumulative effect transition method and will be effective for us beginning in 2018. Early adoption is permitted in 2017. We are currently assessing the impact this new guidance will have on our consolidated financial statements and have not yet determined a transition method. Recently Adopted Accounting Standards — In April 2014, the FASB issued new guidance on reporting and disclosure requirements related to discontinued operations. With the new guidance, a disposal of a component or group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity's operations and financial results. We adopted this guidance effective January 1, 2015. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Midroll Media On July 22, 2015, we acquired Midroll Media, a Los Angeles-based company that creates original podcasts and operates a network that generates advertising revenue for more than 200 shows, including “StartUp” and “Nerdist.” The purchase price was $50 million in cash, plus a $10 million earnout payable over three years. We have estimated the fair value of the earnout to be $5 million . Pending the finalization of third-party valuations and other items, the following table summarizes the preliminary fair values of the assets acquired and the liabilities assumed: (in thousands) Assets: Cash $ 632 Accounts receivable 2,925 Other assets 518 Intangible assets 10,700 Goodwill 43,176 Total assets acquired 57,951 Current liabilities 3,365 Net purchase price $ 54,586 Of the $11 million allocated to intangible assets, $7 million was allocated to advertiser relationships with an estimated amortization period of 5 years and the balance of $4 million was allocated to various other intangible assets. The goodwill of $ 43 million arising from the transaction consists largely of the benefit we will derive from being able to enter the podcast market with an established business. We allocated the goodwill to our digital segment. We treated the transaction as an asset acquisition for income tax purposes with a step-up in the assets acquired. The goodwill is deductible for income tax purposes. Journal Communications Broadcast Group On April 1, 2015, we acquired the broadcast group owned by Journal Communications, Inc. ("Journal") as part of the transactions described in Note 17 . The businesses acquired include 12 television stations and 34 radio stations. We issued 26.4 million Class A common shares to the Journal shareholders in exchange for their interest in Journal resulting in a purchase price of $636 million . The fair value of the shares issued was determined on the basis of the closing market price of our Class A common shares shares on April 1, 2015, the acquisition date. Pending the finalization of third-party valuations and other items, the following table summarizes the preliminary fair values of the assets acquired and the liabilities assumed: (in thousands) Assets: Cash $ 2,530 Accounts receivable 47,977 Other current assets 2,236 Property, plant and equipment 123,264 Intangible assets 295,000 Goodwill 459,405 Other long-term assets 6,351 Assets held for sale 14,500 Total assets acquired 951,263 Accounts payable and accrued liabilities 43,262 Employee benefit obligations 85,261 Deferred tax liability 55,054 Long-term debt 126,873 Other long-term liabilities 4,813 Net purchase price $ 636,000 During the third quarter of 2015, we recorded measurement period adjustments to the preliminary purchase price allocation, including an increase to the deferred tax liability of $12.2 million with a corresponding increase in goodwill. Of the $295 million allocated to intangible assets, $112 million was for FCC licenses which we determined to have an indefinite life and, therefore, are not amortized. The remaining balance of $183 million was allocated to television network affiliation relationships and advertiser relationships with estimated amortization periods of 10 to 20 years. The goodwill of $459 million arising from the transaction consists largely of synergies and economies of scale and other benefits of a larger broadcast footprint. The goodwill will be allocated to our television, radio and digital segments once the final allocation is completed. We treated the transaction as a stock acquisition for income tax purposes resulting in no step-up in the assets acquired. The goodwill is not deductible for income tax purposes. Concurrent with the acquisition of the Journal television stations, due to FCC conflict ownership rules, Journal was required to dispose of KNIN, the Fox affiliate located in Boise, ID. The station was placed in a divestiture trust for our benefit and was sold to Raycom Media, Inc. on October 1, 2015 for $14.5 million . The sale did not result in a gain or loss. The assets of this station are classified as held for sale in our balance sheet at September 30, 2015. Granite Broadcasting On June 16, 2014 , we closed our acquisition of two television stations owned by Granite Broadcasting Corporation — the Detroit MyNetworkTV affiliate WMYD-TV and the Buffalo, N.Y. ABC affiliate WKBW-TV ("Acquired Granite Stations") — for $110 million in cash. The acquisition of WMYD-TV created a duopoly with our Detroit ABC affiliate WXYZ-TV. We finalized the determination of fair values of the assets acquired and the liabilities assumed in the fourth quarter of 2014. There were no material changes in the fair values of the assets acquired and the liabilities assumed from the preliminary amounts. The following table summarizes their final fair values. (in thousands) Assets: Property, plant and equipment $ 12,025 Intangible assets 53,500 Goodwill 44,715 Total assets acquired 110,240 Current liabilities 240 Net purchase price $ 110,000 Of the $54 million allocated to intangible assets, $34 million was for FCC licenses which we determined to have an indefinite life and, therefore, are not amortized. The remaining balance of $19 million was allocated to television network affiliation relationships and advertiser relationships with estimated amortization periods of 10 to 20 years. The goodwill of $45 million arising from the transaction consists largely of synergies and economies of scale and other benefits of a larger broadcast footprint, as well as synergies from being able to create a duopoly in our Detroit market. We allocated the goodwill to our television segment. We treated the transaction as an asset acquisition for income tax purposes resulting in a step-up in the assets acquired. The goodwill is deductible for income tax purposes. Media Convergence Group On January 1, 2014 we completed our acquisition of Media Convergence Group, Inc., which operates as Newsy, a digital video news provider, for $35 million in cash, plus a working capital adjustment of $0.2 million . We finalized the determination of fair values of the assets acquired and the liabilities assumed in the fourth quarter of 2014. There were no material changes in the fair values of the assets acquired and the liabilities assumed from the preliminary amounts. The following table summarizes their final fair values. (in thousands) Assets: Accounts receivable $ 640 Other assets 74 Equipment and software 631 Intangible assets 5,900 Goodwill 28,983 Total assets acquired 36,228 Current liabilities 116 Long-term deferred liability 890 Net purchase price $ 35,222 Of the $6 million allocated to intangible assets, $4 million was allocated to customer relationships with an estimated amortization period of 5 years and the balance of $2 million was allocated to various other intangible assets. The goodwill of $29 million arising from the transaction consists largely of the benefit we will derive from being able to enter the digital video market with an established business. We allocated the goodwill to our digital segment. We treated the transaction as a purchase of stock for income tax purposes with no step-up in the assets acquired. The goodwill is not deductible for income tax purposes. Geoterrestrial On September 16, 2014, we completed our acquisition of Geoterrestrial, Inc. ("WeatherSphere") for $4 million . WeatherSphere is a provider of weather-related mobile apps. The stock purchase agreement includes an earnout provision, whereby up to an additional $2.5 million may be payable over a three year period. We estimated the fair value of the earnout to be $1.2 million . Pro forma results of operations Pro forma results of operations, assuming the Granite and Journal transactions (collectively the "Acquired Stations") had taken place at the beginning of 2013 and 2014, respectively, are included in the following table. The pro forma results do not include Midroll, Newsy or Weathersphere as the impact of these acquisitions, individually or in the aggregate, are not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and the Acquired Stations and adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transaction and reflecting the transaction costs incurred in 2015 as if they were incurred in the first quarter of 2014. The weighted average shares utilized in calculating the earnings per share assumes that the shares issued to the Journal shareholders were issued on January 1, 2014. The pro forma information does not include efficiencies, cost reductions or synergies expected to result from the acquisition. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period. Three Months Ended Nine Months Ended (in thousands, except per share data) (unaudited) 2015 2014 2015 2014 Operating revenues $ 189,691 $ 192,621 $ 573,310 $ 560,097 (Loss) income from continuing operations attributable to the shareholders of The E.W. Scripps Company (23,606 ) 6,093 (17,028 ) (18,586 ) (Loss) income per share from operations attributable to the shareholders of The E.W. Scripps Company: Basic $ (0.27 ) 0.07 $ (0.19 ) (0.23 ) Diluted (0.27 ) 0.07 (0.19 ) (0.23 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We file a consolidated federal income tax return, consolidated unitary tax returns in certain states and other separate state income tax returns for our subsidiary companies. The income tax provision for interim periods is generally determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income (loss) before income tax for the full year and the jurisdictions in which we expect that income will be taxed. The effective income tax rate for the nine months ended September 30, 2015 and 2014 was 26% and 18% , respectively. The primary reason for the difference between these rates and the U.S. federal statutory rate of 35% is the impact of state taxes, non-deductible expenses (including a portion of transaction expense related to the Journal transactions) and adjustments to reserves for uncertain tax positions (including interest). In addition, the non-cash goodwill impairment charge in 2015 is not deductible for income tax purposes. Deferred tax assets totaled $25 million at September 30, 2015 . Management believes that it is more likely than not that we will realize the benefits of our federal deferred tax assets and therefore has not recorded a valuation allowance for our federal deferred tax assets. If economic conditions worsen, future estimates of taxable income could be lower than our current estimates which may require valuation allowances to be recorded in future reporting periods. We recognize state net operating loss carryforwards as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance. During the periods ended September 30, 2015 and 2014 , deferred tax assets relating to employee share-based compensation from the vesting of RSU's and the exercise of stock options have not been recognized since we are in a net tax loss position for both periods. The additional tax benefits will be reflected as net operating loss carryforwards on our tax returns, but the additional tax benefits are not recorded under GAAP until the tax deduction reduces taxes payable. When the benefit is recognized, it will be recorded as additional paid-in capital. The amount of unrecognized tax deductions for the nine months ended September 30, 2015 and 2014 was approximately $26 million and $31 million , respectively. |
Other Charges and Credits
Other Charges and Credits | 9 Months Ended |
Sep. 30, 2015 | |
Asset Write-Downs and Other Charges and Credits [Abstract] | |
Other Charges and Credits | Other Charges and Credits Acquisition and related integration costs of $4.2 million and $37.0 million for the three and nine months ended September 30, 2015 , respectively, include costs for spinning off our newspaper operations and costs associated with acquisitions, such as legal and accounting fees, as well as costs to integrate the acquired operations. In the third quarter of 2015, we recorded a $24.6 million non-cash charge to reduce the carrying value of our goodwill and certain intangible assets of Newsy and a smaller business. See Note 7 for additional information. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash At September 30, 2015 and December 31, 2014 , we had $6.6 million and $6.8 million , respectively, in a restricted cash account on deposit with our insurance carrier. This account serves as collateral, in place of an irrevocable stand-by letter of credit, to provide financial assurance that we will fulfill our obligations with respect to cash requirements associated with our workers compensation self-insurance. This cash is to remain on deposit with the carrier until all claims have been paid or we provide a letter of credit in lieu of the cash deposit. |
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 Goodwill was as follows: (in thousands) Balance as of December 31, 2014 $ 106,261 Journal acquisition 459,405 Midroll acquisition 43,176 Goodwill impairment (22,500 ) Balance as of September 30, 2015 $ 586,342 Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 248,444 $ 93,944 Customer lists and advertiser relationships 56,300 20,000 Other 7,319 4,019 Total carrying amount 312,063 117,963 Accumulated amortization: Television network affiliation relationships (21,483 ) (14,092 ) Customer lists and advertiser relationships (13,895 ) (7,765 ) Other (2,494 ) (1,062 ) Total accumulated amortization (37,872 ) (22,919 ) Net amortizable intangible assets 274,191 95,044 Other indefinite-lived intangible assets — FCC licenses 203,815 92,215 Total other intangible assets $ 478,006 $ 187,259 Estimated amortization expense of intangible assets for each of the next five years is $5.6 million for the remainder of 2015 , $21.8 million in 2016 , $19.4 million in 2017 , $19.0 million in 2018 , $17.5 million in 2019 , $16.9 million in 2020 , and $176.9 million in later years. Goodwill and other indefinite-lived assets are tested for impairment annually and any time events occur or conditions change that would indicate it is more likely than not the fair value of a reporting unit is below its carrying value. Such indicators of impairment include, but are not limited to, changes in business climate or other factors resulting in low cash flow related to such assets. The testing for impairment is a two-step process. The first step is the estimation of the fair value of each of the reporting units, which is then compared to their carrying values. If the fair value is less than the carrying value of the reporting unit then an impairment of goodwill may exist. Step two is then performed to determine the amount of impairment. Changes in the market for the distribution of video programming services, including the development of over-the-top distribution platforms such as Apple TV, Comcast Watchable, PlutoTV, Xumo, Roku and Sling, has resulted in the need for additional investment in our digital news service, Newsy. The additional investment, combined with the slower development of our original revenue model, created indications of impairment of goodwill as of September 30, 2015. Under the two-step process required by GAAP, we estimated the fair value of Newsy. Fair values were determined using a combination of an income approach, which estimated fair value based upon future revenues, expenses and cash flows discounted to their present value, and a market approach, which estimated fair value using market multiples of various financial measures compared to a set of comparable public companies. The discounted cash flow approach utilized unobservable factors, such as projected revenues and expenses and a discount rate applied to the estimated cash flows. The determination of the discount rate was based on a cost of capital model, using a risk-free rate, adjusted by a stock-beta adjusted risk premium and a size premium. The inputs to the nonrecurring fair value determination of our reporting units are classified as Level 3 fair value measurements under GAAP. The valuation methodology and underlying financial information used to determine fair value requires significant judgments to be made by management. These judgments include, but are not limited to, long-term projections of future financial performance and the selection of appropriate discount rates used to determine the present value of future cash flows. Changes in such estimates or the application of alternative assumptions could produce significantly different results. We concluded that the fair value of Newsy did not exceed its carrying value as of September 30, 2015. Because of the timing and complexity of the calculations required under step two of the process, we have not yet completed the valuation of goodwill process as of the issuance of our September 30, 2015 financial statements. However, based upon our preliminary valuations, we recorded a $21 million non-cash charge in the three months ended September 30, 2015 to reduce the carrying value of goodwill and $2.9 million to reduce the value of intangible assets. We expect to complete step two of the goodwill impairment analysis in the fourth quarter of 2015 and any difference between the preliminary estimated impairment charge and the final amount will be recorded at that time. We also recorded a $1.5 million goodwill impairment charge on a second small business. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: (in thousands) As of As of Variable rate credit facility $ — $ — Term loan 395,500 198,000 Unsecured subordinated notes payable 8,104 — Long-term debt 403,604 198,000 Current portion of long-term debt 6,792 2,000 Long-term debt (less current portion) $ 396,812 $ 196,000 Fair value of long-term debt * $ 400,800 $ 194,000 * Fair value of the term loan was estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy. The fair value of the unsecured promissory notes is determined based on a discounted cash flow analysis using current market interest rates of comparable instruments and is classified as a Level 2 in the fair value hierarchy. Financing Agreement On April 1, 2015, we entered into a $500 million second amended revolving credit and term loan agreement ("Second Amended Financing Agreement") to amend the terms of our existing revolving credit and term loan agreement ("Amended Financing Agreement"), to add an incremental $200 million term loan B borrowing and to increase the line of credit by $25 million . The proceeds from the incremental term loan B borrowing were used to pay off the $116 million Journal term loan assumed in connection with the Journal acquisition, fund the $60 million special dividend paid to the Scripps shareholders and for the payment of transaction expenses. The $400 million term loan B matures in November 2020 and the $100 million revolving credit facility matures in November 2018. The Second Amended Financing Agreement includes the maintenance of a net leverage ratio if we borrow more than 20% on the revolving credit facility. The term loan B requires that if we borrow additional amounts or make a permitted acquisition that we cannot exceed a stated net leverage ratio on a pro forma basis at the date of the transaction. The Second Amended Financing Agreement allows us to make restricted payments (dividends and share repurchases) up to $70 million plus additional amounts based on our financial results and condition. We can also make additional stock repurchases equal to the amount of proceeds that we receive from the exercise of stock options held by our employees. Additionally, we can make acquisitions as long as the pro forma net leverage ratio is less than 4.5 to 1.0 of assets. The Second Amended Financing Agreement in certain circumstances requires that we must use a portion of excess cash flow, and the proceeds from the sale, to repay debt. As of September 30, 2015 , we were not required to make additional principal payments based on excess cash flow. Under an amendment completed in the third quarter of 2015, any proceeds, up to a stipulated amount, that we receive from the upcoming FCC spectrum auction, should we choose to participate and our bid is accepted, will not be required to be used to pay down the term loan. Under the terms of the Second Amended Financing Agreement, we granted the lenders mortgages on certain of our real property, pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables, and equipment. Interest is payable on the term loan B at rates based on LIBOR with a 0.75% floor, plus a fixed margin of 2.75% . Interest is payable on the revolving credit facility at rates based on LIBOR plus a margin based on our leverage ratio ranging from 2.25% to 2.75% . As of September 30, 2015 and December 31, 2014 , the interest rate was 3.50% and 3.25% , respectively, on the term loan B. The weighted-average interest rate on borrowings was 3.42% and 3.25% for the nine months ended September 30, 2015 and 2014 , respectively. Scheduled principal payments on the term loan at September 30, 2015 are: $1.0 million for the remainder of 2015 , $4.0 million in 2016 , $4.0 million in 2017 , $4.0 million in 2018 , $4.0 million in 2019 and $378.5 million in 2020 . Commitment fees of 0.30% to 0.50% per annum, based on our leverage ratio, of the total unused commitment are payable under the revolving credit facility. As of September 30, 2015 and December 31, 2014 , we had outstanding letters of credit totaling $0.8 million and $0.2 million , respectively. Unsecured Subordinated Notes Payable The unsecured subordinated promissory notes bear interest at a rate of 7.25% per annum payable quarterly. The notes are payable in equal annual installments of $2.7 million on September 30 of 2016, 2017 and 2018, with no prepayment right. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments We are exposed to various market risks, including changes in interest rates. To manage risks associated with the volatility of changes in interest rates, we may enter into interest rate management instruments. We may utilize interest rate swaps to manage our interest expense exposure by fixing our interest rate on portions of our floating rate term loan. We have entered into a $75 million notional value interest rate swap expiring in December 2016. Under the terms of the swap, we pay a fixed interest rate of 1.08% and receive interest at a variable rate equal to 30 day LIBOR. We did not provide or receive any collateral for this contract. Fair Value of Derivative Instruments The notional amounts and fair values of derivative instruments are shown in the table below: As of September 30, 2015 As of December 31, 2014 Notional amount Fair value Notional amount Fair value (in thousands) Asset Liability (1) Asset Liability (1) Undesignated derivatives: Interest rate swap $ 75,000 $ — $ 596 $ 75,000 $ — $ 471 (1) Balance recorded as other liabilities in Condensed Consolidated Balance Sheets Through November 2013, the above derivative instrument was designated as and qualified as a cash flow hedge and the effective portion of the unrealized gains and losses on the derivative was reported as a component of accumulated other comprehensive loss and reclassified into earnings in the periods during which the hedged transactions affected earnings. Upon refinancing our term loan in November 2013, this hedge no longer qualified as a cash flow hedge and gains and losses on the derivative are recorded in current period earnings. The balance in accumulated other comprehensive loss at the date of discontinuance of hedge accounting is being amortized into earnings on a straight-line basis through December 2016. For the period ended September 30, 2015 , approximately $0.3 million was amortized into earnings from accumulated other comprehensive loss and is included in the table below as amounts reclassified from accumulated OCL, gain/(loss). Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Amounts reclassified from accumulated OCL, gain/(loss) 96 96 288 288 Gain/(loss) on derivative (15 ) 362 (125 ) 300 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement We measure certain financial assets and liabilities at fair value on a recurring basis, such as cash equivalents and derivatives. The fair values of these financial assets and liabilities were determined based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of input are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs, other than quoted market prices in active markets, that are observable either directly or indirectly. • Level 3 — Unobservable inputs based on our own assumptions. The following tables set forth our assets and liabilities that are measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014 : As of September 30, 2015 (in thousands) Total Level 1 Level 2 Level 3 Assets/(Liabilities): Cash equivalents $ 5,043 $ 5,043 $ — $ — Interest rate swap (596 ) — (596 ) — As of December 31, 2014 (in thousands) Total Level 1 Level 2 Level 3 Assets/(Liabilities): Cash equivalents $ 10,000 $ 10,000 $ — $ — Interest rate swap (471 ) — (471 ) — |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 16,844 $ 15,914 Liability for pension benefits 230,967 136,429 Liabilities for uncertain tax positions 7,667 6,741 Other 22,261 10,087 Other liabilities (less current portion) $ 277,739 $ 169,171 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table presents additional information about the change in certain working capital accounts: Nine Months Ended (in thousands) 2015 2014 Other changes in certain working capital accounts, net Accounts and notes receivable $ (14,461 ) $ 3,197 Transition services receivable, net (2,473 ) — Income taxes receivable/payable, net (14,450 ) (5,764 ) Accounts payable (11,303 ) 1,522 Accrued employee compensation and benefits 2,059 7,611 Other accrued liabilities (1,649 ) 4,550 Other, net (3,814 ) 4,632 Total $ (46,091 ) $ 15,748 |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor various noncontributory defined benefit pension plans covering substantially all full-time employees that began employment prior to June 30, 2008. Benefits earned by employees are generally based upon employee compensation and years of service credits. We also have a non-qualified Supplemental Executive Retirement Plan ("SERP"). Effective June 30, 2009, we froze the accrual of benefits under our defined benefit pension plans and our SERP that cover the majority of our employees. We sponsor a defined contribution plan covering substantially all non-union and certain union employees. We match 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, we began contributing additional amounts (referred to as transition credits) to certain employees' defined contribution retirement accounts in 2011. These transition credits, which will be made through the end of 2015, are determined based upon the employee’s age, compensation and years of service. Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans. The components of the expense consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Service cost $ — $ 21 $ — $ 64 Interest cost 8,169 6,600 22,797 19,155 Expected return on plan assets, net of expenses (6,625 ) (5,893 ) (18,334 ) (17,611 ) Amortization of actuarial loss 1,179 862 3,515 2,145 Curtailment — — 1,080 — Total for defined benefit plans 2,723 1,590 9,058 3,753 Multi-employer plans 43 100 140 324 Withdrawal from GCIU multi-employer plan — — — 4,100 SERP 253 80 800 672 Defined contribution plans 2,094 2,419 7,805 8,635 Net periodic benefit cost 5,113 4,189 17,803 17,484 Allocated to discontinued operations — (1,178 ) (1,096 ) (7,819 ) Net periodic benefit cost — continuing operations $ 5,113 $ 3,011 $ 16,707 $ 9,665 We contributed $0.3 million to fund current benefit payments for our SERP during the nine months ended September 30, 2015 . We anticipate contributing an additional $0.5 million to fund the SERP’s benefit payments during the remainder of 2015 . No contributions were made to our defined benefit pension plans during the first nine months of 2015 . A one-time curtailment charge of $1.1 million was recorded in the second quarter of 2015 related to our defined benefit pension plan as a result of the impact of the spin-off of our Newspaper business. We also remeasured the pension liabilities as a result of the newspaper spin-off on April 1, 2015. On August 24, 2015, we offered eligible former employees with vested, deferred pension plan benefits the option of receiving their benefits either as a lump-sum distribution or an immediate annuity payment. Approximately 4,300 former Scripps employees were eligible for this offer; former Journal Communications employees were not affected. Company funds will not be used to make the lump-sum distributions. All distributions will be made from existing pension plan assets. The company expects the funded status of the plan to remain materially unchanged as a result of this offer. Eligible participants had until October 13, 2015 to make an election. The lump-sum payments are expected to be made in November 2015. After distribution of the lump-sum amounts, we will record a non-cash pension settlement charge in the fourth quarter of approximately $45 million , based on the estimated rate of acceptance. We participate in multi-employer pension plans that cover certain employees that are members of unions or trade associations that have a collective bargaining agreement with us. In 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 $6.5 million and recorded a liability of $4.1 million in 2014 for the present value withdrawal liability. Once we reach a final agreement with the GCIU, we either will pay the liability in a lump sum or make equal monthly installments over 20 years. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We determine our business segments based upon our management and internal reporting structures. Our reportable segments are strategic businesses that offer different products and services. Our television segment includes 15 ABC affiliates, five NBC affiliates, two FOX affiliates, two CBS affiliates and four non big-four affiliated stations. We also own five Azteca America affiliates. Our television stations reach approximately 18% of the nation’s television households. Our television stations earn revenue primarily from the sale of advertising time to local and national advertisers and retransmission fees received from cable operators and satellite carriers. Our radio segment consists of 34 radio stations in eight markets. We operate 28 FM stations and six AM stations. Our radio stations earn revenue primarily from the sale of advertising to local advertisers. Our digital segment includes the digital operations of our local television and radio businesses. It also includes the operations of national digital businesses such as Newsy, a digital video news service, and Midroll, a podcast industry leader. Our digital operations earn revenue primarily through the sale of advertising and marketing services. Syndication and other primarily includes the syndication of news features and comics and other features for the newspaper industry. We allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and other shared services, to our business segments. The allocations are generally amounts agreed upon by management, which may differ from an arms-length amount. Corporate assets are primarily cash and cash equivalents, restricted cash, property and equipment primarily used for corporate purposes, and deferred income taxes. Our chief operating decision maker evaluates the operating performance of our business segments and makes decisions about the allocation of resources to our business segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan expense, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America. Effective April 1, 2015, we began reporting our digital operations as a segment. We have recast the operating results for television, syndication and other, and shared services and corporate in prior periods to reflect this change. Information regarding our business segments is as follows: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Segment operating revenues: Television $ 157,437 $ 116,425 $ 439,049 $ 325,511 Radio 20,421 — 39,834 — Digital 10,861 5,355 25,698 16,036 Syndication and other 972 1,346 6,267 6,579 Total operating revenues $ 189,691 $ 123,126 $ 510,848 $ 348,126 Segment profit (loss): Television $ 31,707 $ 30,508 $ 98,357 $ 80,344 Radio 4,073 — 8,981 — Digital (3,639 ) (6,206 ) (13,210 ) (17,477 ) Syndication and other (572 ) (674 ) (1,229 ) (1,230 ) Shared services and corporate (8,658 ) (7,827 ) (33,701 ) (30,426 ) Defined benefit pension plan expense (2,976 ) (1,613 ) (9,782 ) (4,253 ) Acquisition and related integration costs (4,206 ) (2,783 ) (36,953 ) (6,984 ) Depreciation and amortization of intangibles (16,273 ) (8,706 ) (37,934 ) (23,631 ) Impairment of goodwill and intangibles (24,613 ) — (24,613 ) — (Losses) gains, net on disposal of property, plant and equipment (200 ) 2,979 (579 ) 2,931 Interest expense (4,246 ) (2,050 ) (10,523 ) (6,345 ) Miscellaneous, net 1,061 170 12 (210 ) (Loss) income from continuing operations before income taxes $ (28,542 ) $ 3,798 $ (61,174 ) $ (7,281 ) Depreciation: Television $ 9,765 $ 5,894 $ 22,389 $ 16,033 Radio 554 — 1,103 — Digital 132 96 394 275 Syndication and other 66 40 195 80 Shared services and corporate 575 498 1,802 1,458 Total depreciation $ 11,092 $ 6,528 $ 25,883 $ 17,846 Amortization of intangibles: Television $ 4,262 $ 1,909 $ 10,412 $ 5,108 Radio 280 — 560 — Digital 639 269 1,079 677 Total amortization of intangibles $ 5,181 $ 2,178 $ 12,051 $ 5,785 Additions to property, plant and equipment: Television $ 5,607 $ 4,100 $ 13,350 $ 10,540 Radio 623 — 639 — Digital 46 46 46 108 Syndication and other 7 256 76 324 Shared services and corporate 190 253 1,133 979 Total additions to property, plant and equipment $ 6,473 $ 4,655 $ 15,244 $ 11,951 No single customer provides more than 10% of our revenue. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law. Share Repurchase Plan — In May 2014, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares through December 2016. Shares may be repurchased from time to time at management's discretion, either in the open market, through pre-arranged trading plans or in privately negotiated block transactions. Under the authorization, we repurchased $10.9 million of shares at prices ranging from $15.90 to $24.08 per share during the first nine months of 2015 . As of September 30, 2015 , we have $89.1 million remaining for share repurchases under this authorization. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income [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 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, June 30, 2015 $ (360 ) $ (125,524 ) $ 11 $ (125,873 ) Other comprehensive income before reclassifications — Amounts reclassified from accumulated other comprehensive loss Interest rate swap, net of tax of $37 (a) 59 — — 59 Actuarial loss, net of tax of $471 (b) 762 — 762 Net current-period other comprehensive loss 59 762 — 821 Ending balance, September 30, 2015 $ (301 ) $ (124,762 ) $ 11 $ (125,052 ) Three Months Ended September 30, 2014 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, June 30, 2014 $ (600 ) $ (79,489 ) $ 172 $ (79,917 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss Interest rate swap, net of tax of $37 (a) 59 — — 59 Actuarial loss, net of tax of $364 (b) — 441 — 441 Net current-period other comprehensive income 59 441 — 500 Ending balance, September 30, 2014 $ (541 ) $ (79,048 ) $ 172 $ (79,417 ) Nine Months Ended September 30, 2015 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, December 31, 2014 $ (479 ) $ (125,877 ) $ (87 ) $ (126,443 ) Other comprehensive income before reclassifications — Amounts reclassified from accumulated other comprehensive loss Interest rate swap, net of tax of $110 (a) 178 — — 178 Actuarial loss, net of tax of $(740) (b) — (1,197 ) 84 (1,113 ) Net current-period other comprehensive income 178 (1,197 ) 84 (935 ) Spin-off of Newspapers, net of tax of $1,517 — 2,312 14 2,326 Ending balance, September 30, 2015 $ (301 ) $ (124,762 ) $ 11 $ (125,052 ) Nine Months Ended September 30, 2014 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, December 31, 2013 $ (718 ) $ (80,377 ) $ 172 $ (80,923 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss Interest rate swap, net of tax of $111 (a) 177 — — 177 Actuarial loss, net of tax of $924 (b) — 1,329 — 1,329 Net current-period other comprehensive income 177 1,329 — 1,506 Ending balance, September 30, 2014 $ (541 ) $ (79,048 ) $ 172 $ (79,417 ) (a) Interest rate swap is included in interest expense in the Condensed Consolidated Statements of Operations (b) Actuarial loss is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Journal Broadcast Merger and Ne
Journal Broadcast Merger and Newspaper Spin-off (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Spin-off | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Journal Broadcast Merger and Newspaper Spin-off | Journal Broadcast Merger and Newspaper Spin-off (Discontinued Operations) On July 30, 2014, Scripps and Journal Communications, Inc. ("Journal") agreed to merge their broadcast operations and spin-off their newspaper businesses and combine them into a separate publicly traded company. On April 1, 2015, Scripps and Journal separated their respective newspaper businesses and merged them, resulting in each becoming a wholly owned subsidiary of Journal Media Group, Inc. Journal Media Group is headquartered in Milwaukee and combines the 13 Scripps newspapers with Journal's Milwaukee Journal Sentinel . Immediately following the spin-off and merger of the newspaper businesses, the Journal broadcast operations and its related digital business, were merged into Scripps. The merged broadcast and digital media company, based in Cincinnati, retains The E.W. Scripps Company name and continues to be controlled by the Scripps family. The company’s television operations reaches approximately 18% of all U.S. television households and has approximately 4,000 employees across its television, radio and digital media operations. As part of the transactions, Scripps' shareholders received a $60 million special cash dividend on April 1, 2015. Certain agreements between Scripps and Journal Media Group, Inc. became effective in connection with the transactions, including Tax Matters Agreements and a Transition Services Agreement. Under the Transition Services Agreement, Scripps and Journal Media Group provide certain services to each other for a period that generally does not extend beyond March 31, 2016. The fees for the services are at arm's length amounts. For the nine months ended September 30, 2015, we received $2.5 million for services provided to Journal Media Group and we paid Journal Media Group $0.9 million for services provided to us. Scripps continues to process and fund payrolls for its former newspaper employees and Journal continues to process and fund payrolls for its former broadcast employees. In addition, during the initial transition period, each has paid various invoices for the other party. As of September 30, 2015, Journal Media Group owed Scripps $2.5 million . The Tax Matters Agreements sets 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 spin-off, disputes with taxing authorities and indemnification of income taxes that would become due if the spin-off were taxable. Generally, Scripps is responsible for taxes prior to the separation and Journal Media Group will be responsible for taxes for periods after the separation of their respective businesses. Until the completion of the spin-off of our newspaper business, generally accepted accounting principles (“GAAP”) required us to assess impairment of the newspaper business long-lived assets using the held-and-used model. Under this model, if the expected cash flows over the life of the primary asset of the reporting unit are in excess of the carrying amount there is no impairment. Under this model no impairment charges were recorded at March 31, 2015. At the date of the spin-off of our newspaper business, GAAP required us to assess impairment using the held-for-sale model. This model compares the fair value of the disposal unit to its carrying value and if the fair value is lower, an impairment loss is recorded. Our analysis determined that the carrying value of the newspaper business exceeds its fair value. Discontinued operations includes a $30 million non-cash impairment charge. As a result of the spin-off, Scripps Newspapers has been presented as discontinued operations in the financial statements for all periods presented. Operating results of our discontinued operations were as follows: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Operating revenues $ — $ 84,474 $ 91,478 $ 275,214 Total costs and expenses — (80,655 ) (79,517 ) (253,257 ) Depreciation and amortization of intangibles — (4,517 ) (3,608 ) (12,958 ) Other, net — (2,709 ) (3,298 ) (7,549 ) Loss on disposal of Scripps Newspapers — — (30,000 ) — Income (loss) on discontinued operations before income taxes — (3,407 ) (24,945 ) 1,450 Benefit (provision) for income taxes — 920 9,513 (967 ) Net income (loss) from discontinued operations — (2,487 ) (15,432 ) 483 Noncontrolling interest — (103 ) — (302 ) Net income (loss) from discontinued operations $ — $ (2,384 ) $ (15,432 ) $ 785 The Company incurred certain non-recurring costs directly related to the spin-off of our newspapers and acquisition of the Journal broadcast stations of $4 million and $40 million for the quarter and nine months ended September 30, 2015, respectively. Accounting and other professional and consulting fees directly related to the newspaper spin-off of $3 million were allocated to discontinued operations in the Condensed Consolidated Statements of Operations. The remaining amount of $37 million was recorded in earnings from continuing operations for the nine months ended September 30, 2015. The following table presents a summary of the net assets distributed on April 1, 2015 and the amounts included in discontinued operations as of December 31, 2014. (in thousands) As of April 1, 2015 As of December 31, 2014 Assets: Total current assets $ 44,786 $ 46,507 Property, plant and equipment 155,047 185,548 Intangible assets — 2,001 Other assets 14,590 2,018 Total assets included in the disposal group 214,423 236,074 Liabilities: Total current liabilities 47,664 47,642 Deferred income taxes 16,520 16,666 Other liabilities 9,008 13,089 Total liabilities included in the disposal group 73,192 77,397 Net assets included in the disposal group $ 141,231 $ 158,677 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 consolidated financial statements, including the notes thereto included in our 2014 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made. Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year. |
Nature of Operations | Nature of Operations — We are a diverse media enterprise with a portfolio of television, radio and digital media brands. All of our media businesses provide content and advertising services via digital platforms, including the web, smartphones and tablets. Our media businesses are organized into the following reportable business segments: television, radio, digital, and syndication and other. Additional information for our business segments is presented in the Condensed Notes to Consolidated Financial Statements. On April 1, 2015, we distributed our newspaper business to our shareholders in a tax-free spin-off. See Note 17 for additional information on the spin-off. |
Use of Estimates | Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plans; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks. While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements. |
Revenue Recognition | Revenue Recognition — We recognize revenue when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. When a sales arrangement contains multiple elements, such as the sale of advertising and other services, we allocate revenue to each element based upon its relative fair value. We report revenue net of sales and other taxes collected from our customers. Our primary sources of revenue are from the sale of broadcast and digital advertising and retransmission fees received from cable operators and satellite carriers. The revenue recognition policies for each source of revenue are described in our 2014 Annual Report on Form 10-K. |
Share-Based Compensation | Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our Annual Report on Form 10-K for the year ended December 31, 2014 . The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs), unrestricted Class A Common shares and performance units to key employees and non-employee directors. Share-based compensation costs totaled $1.4 million and $0.3 million for the third quarter of 2015 and 2014 , respectively, of which $0.1 million of third quarter 2014 is included in discontinued operations. Year-to-date share-based compensation costs totaled $8.5 million and $4.9 million in 2015 and 2014, respectively. Year-to-date costs included in discontinued operations were $1.1 million and $1.2 million in 2015 and 2014, respectively. |
Earnings Per Share (EPS) | Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and therefore exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities. |
Derivative Financial Instruments | Derivative Financial Instruments — It is our policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. Derivative financial instruments are utilized to manage interest rate risks. We do not hold derivative financial instruments for trading purposes. All derivatives are recorded on the balance sheet at fair value. Each derivative is designated as a cash flow hedge or remains undesignated. Changes in the fair value of derivatives that are designated and effective as cash flow hedges are recorded in other comprehensive income (loss) and reclassified to earnings when the effects of the item being hedged are recognized in earnings. These changes are offset in earnings to the extent the hedge was effective by fair value changes related to the risk being hedged on the hedged item. Changes in the fair value of undesignated hedges are recognized currently in earnings. All ineffective changes in derivative fair values are recognized currently in earnings. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis, the hedging instrument is assessed as to its effectiveness, when applicable. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, the hedge accounting discussed above is discontinued. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Components of basic and diluted weighted-average shares | The following table presents information about basic and diluted weighted-average shares outstanding: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Numerator (for basic and diluted earnings per share) Net (loss) income from continuing operations $ (24,443 ) $ 1,043 $ (45,513 ) $ (5,973 ) Less income allocated to RSUs — — — — Numerator for basic and diluted earnings per share from continuing operations $ (24,443 ) $ 1,043 $ (45,513 ) $ (5,973 ) Denominator Basic weighted-average shares outstanding 84,107 56,469 75,213 56,200 Effect of dilutive securities: Stock options held by employees and directors — — — — Diluted weighted-average shares outstanding 84,107 56,469 75,213 56,200 Anti-dilutive securities (1) 2,148 3,313 2,148 3,313 (1) Amount outstanding at balance sheet date, before application of the treasury stock method and not weighted for period outstanding. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Pro forma results of operations | Pro forma results of operations, assuming the Granite and Journal transactions (collectively the "Acquired Stations") had taken place at the beginning of 2013 and 2014, respectively, are included in the following table. The pro forma results do not include Midroll, Newsy or Weathersphere as the impact of these acquisitions, individually or in the aggregate, are not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and the Acquired Stations and adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transaction and reflecting the transaction costs incurred in 2015 as if they were incurred in the first quarter of 2014. The weighted average shares utilized in calculating the earnings per share assumes that the shares issued to the Journal shareholders were issued on January 1, 2014. The pro forma information does not include efficiencies, cost reductions or synergies expected to result from the acquisition. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period. Three Months Ended Nine Months Ended (in thousands, except per share data) (unaudited) 2015 2014 2015 2014 Operating revenues $ 189,691 $ 192,621 $ 573,310 $ 560,097 (Loss) income from continuing operations attributable to the shareholders of The E.W. Scripps Company (23,606 ) 6,093 (17,028 ) (18,586 ) (Loss) income per share from operations attributable to the shareholders of The E.W. Scripps Company: Basic $ (0.27 ) 0.07 $ (0.19 ) (0.23 ) Diluted (0.27 ) 0.07 (0.19 ) (0.23 ) |
Midroll Media | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Fair values of the assets acquired and the liabilities assumed | Pending the finalization of third-party valuations and other items, the following table summarizes the preliminary fair values of the assets acquired and the liabilities assumed: (in thousands) Assets: Cash $ 632 Accounts receivable 2,925 Other assets 518 Intangible assets 10,700 Goodwill 43,176 Total assets acquired 57,951 Current liabilities 3,365 Net purchase price $ 54,586 |
Journal Communications, Inc. | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Fair values of the assets acquired and the liabilities assumed | Pending the finalization of third-party valuations and other items, the following table summarizes the preliminary fair values of the assets acquired and the liabilities assumed: (in thousands) Assets: Cash $ 2,530 Accounts receivable 47,977 Other current assets 2,236 Property, plant and equipment 123,264 Intangible assets 295,000 Goodwill 459,405 Other long-term assets 6,351 Assets held for sale 14,500 Total assets acquired 951,263 Accounts payable and accrued liabilities 43,262 Employee benefit obligations 85,261 Deferred tax liability 55,054 Long-term debt 126,873 Other long-term liabilities 4,813 Net purchase price $ 636,000 |
Detroit MyNetworkTV affiliate and Buffalo ABC affiliate | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Fair values of the assets acquired and the liabilities assumed | The following table summarizes their final fair values. (in thousands) Assets: Property, plant and equipment $ 12,025 Intangible assets 53,500 Goodwill 44,715 Total assets acquired 110,240 Current liabilities 240 Net purchase price $ 110,000 |
Media Convergence Group (Newsy) | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Fair values of the assets acquired and the liabilities assumed | The following table summarizes their final fair values. (in thousands) Assets: Accounts receivable $ 640 Other assets 74 Equipment and software 631 Intangible assets 5,900 Goodwill 28,983 Total assets acquired 36,228 Current liabilities 116 Long-term deferred liability 890 Net purchase price $ 35,222 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill was as follows: (in thousands) Balance as of December 31, 2014 $ 106,261 Journal acquisition 459,405 Midroll acquisition 43,176 Goodwill impairment (22,500 ) Balance as of September 30, 2015 $ 586,342 |
Summary of other intangible assets | Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 248,444 $ 93,944 Customer lists and advertiser relationships 56,300 20,000 Other 7,319 4,019 Total carrying amount 312,063 117,963 Accumulated amortization: Television network affiliation relationships (21,483 ) (14,092 ) Customer lists and advertiser relationships (13,895 ) (7,765 ) Other (2,494 ) (1,062 ) Total accumulated amortization (37,872 ) (22,919 ) Net amortizable intangible assets 274,191 95,044 Other indefinite-lived intangible assets — FCC licenses 203,815 92,215 Total other intangible assets $ 478,006 $ 187,259 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Components of Long-term debt | Long-term debt consisted of the following: (in thousands) As of As of Variable rate credit facility $ — $ — Term loan 395,500 198,000 Unsecured subordinated notes payable 8,104 — Long-term debt 403,604 198,000 Current portion of long-term debt 6,792 2,000 Long-term debt (less current portion) $ 396,812 $ 196,000 Fair value of long-term debt * $ 400,800 $ 194,000 * Fair value of the term loan was estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy. The fair value of the unsecured promissory notes is determined based on a discounted cash flow analysis using current market interest rates of comparable instruments and is classified as a Level 2 in the fair value hierarchy. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional amounts and fair values of derivatives | The notional amounts and fair values of derivative instruments are shown in the table below: As of September 30, 2015 As of December 31, 2014 Notional amount Fair value Notional amount Fair value (in thousands) Asset Liability (1) Asset Liability (1) Undesignated derivatives: Interest rate swap $ 75,000 $ — $ 596 $ 75,000 $ — $ 471 (1) Balance recorded as other liabilities in Condensed Consolidated Balance Sheet |
Effective portion of the unrealized gain and loss on the derivative | For the period ended September 30, 2015 , approximately $0.3 million was amortized into earnings from accumulated other comprehensive loss and is included in the table below as amounts reclassified from accumulated OCL, gain/(loss). Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Amounts reclassified from accumulated OCL, gain/(loss) 96 96 288 288 Gain/(loss) on derivative (15 ) 362 (125 ) 300 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities that are measured at fair value on a recurring basis | The following tables set forth our assets and liabilities that are measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014 : As of September 30, 2015 (in thousands) Total Level 1 Level 2 Level 3 Assets/(Liabilities): Cash equivalents $ 5,043 $ 5,043 $ — $ — Interest rate swap (596 ) — (596 ) — As of December 31, 2014 (in thousands) Total Level 1 Level 2 Level 3 Assets/(Liabilities): Cash equivalents $ 10,000 $ 10,000 $ — $ — Interest rate swap (471 ) — (471 ) — |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 16,844 $ 15,914 Liability for pension benefits 230,967 136,429 Liabilities for uncertain tax positions 7,667 6,741 Other 22,261 10,087 Other liabilities (less current portion) $ 277,739 $ 169,171 |
Supplemental Cash Flow Inform35
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Change in certain working capital accounts | The following table presents additional information about the change in certain working capital accounts: Nine Months Ended (in thousands) 2015 2014 Other changes in certain working capital accounts, net Accounts and notes receivable $ (14,461 ) $ 3,197 Transition services receivable, net (2,473 ) — Income taxes receivable/payable, net (14,450 ) (5,764 ) Accounts payable (11,303 ) 1,522 Accrued employee compensation and benefits 2,059 7,611 Other accrued liabilities (1,649 ) 4,550 Other, net (3,814 ) 4,632 Total $ (46,091 ) $ 15,748 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of benefit expense | The components of the expense consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Service cost $ — $ 21 $ — $ 64 Interest cost 8,169 6,600 22,797 19,155 Expected return on plan assets, net of expenses (6,625 ) (5,893 ) (18,334 ) (17,611 ) Amortization of actuarial loss 1,179 862 3,515 2,145 Curtailment — — 1,080 — Total for defined benefit plans 2,723 1,590 9,058 3,753 Multi-employer plans 43 100 140 324 Withdrawal from GCIU multi-employer plan — — — 4,100 SERP 253 80 800 672 Defined contribution plans 2,094 2,419 7,805 8,635 Net periodic benefit cost 5,113 4,189 17,803 17,484 Allocated to discontinued operations — (1,178 ) (1,096 ) (7,819 ) Net periodic benefit cost — continuing operations $ 5,113 $ 3,011 $ 16,707 $ 9,665 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Information regarding business segments | Information regarding our business segments is as follows: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Segment operating revenues: Television $ 157,437 $ 116,425 $ 439,049 $ 325,511 Radio 20,421 — 39,834 — Digital 10,861 5,355 25,698 16,036 Syndication and other 972 1,346 6,267 6,579 Total operating revenues $ 189,691 $ 123,126 $ 510,848 $ 348,126 Segment profit (loss): Television $ 31,707 $ 30,508 $ 98,357 $ 80,344 Radio 4,073 — 8,981 — Digital (3,639 ) (6,206 ) (13,210 ) (17,477 ) Syndication and other (572 ) (674 ) (1,229 ) (1,230 ) Shared services and corporate (8,658 ) (7,827 ) (33,701 ) (30,426 ) Defined benefit pension plan expense (2,976 ) (1,613 ) (9,782 ) (4,253 ) Acquisition and related integration costs (4,206 ) (2,783 ) (36,953 ) (6,984 ) Depreciation and amortization of intangibles (16,273 ) (8,706 ) (37,934 ) (23,631 ) Impairment of goodwill and intangibles (24,613 ) — (24,613 ) — (Losses) gains, net on disposal of property, plant and equipment (200 ) 2,979 (579 ) 2,931 Interest expense (4,246 ) (2,050 ) (10,523 ) (6,345 ) Miscellaneous, net 1,061 170 12 (210 ) (Loss) income from continuing operations before income taxes $ (28,542 ) $ 3,798 $ (61,174 ) $ (7,281 ) Depreciation: Television $ 9,765 $ 5,894 $ 22,389 $ 16,033 Radio 554 — 1,103 — Digital 132 96 394 275 Syndication and other 66 40 195 80 Shared services and corporate 575 498 1,802 1,458 Total depreciation $ 11,092 $ 6,528 $ 25,883 $ 17,846 Amortization of intangibles: Television $ 4,262 $ 1,909 $ 10,412 $ 5,108 Radio 280 — 560 — Digital 639 269 1,079 677 Total amortization of intangibles $ 5,181 $ 2,178 $ 12,051 $ 5,785 Additions to property, plant and equipment: Television $ 5,607 $ 4,100 $ 13,350 $ 10,540 Radio 623 — 639 — Digital 46 46 46 108 Syndication and other 7 256 76 324 Shared services and corporate 190 253 1,133 979 Total additions to property, plant and equipment $ 6,473 $ 4,655 $ 15,244 $ 11,951 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income [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 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, June 30, 2015 $ (360 ) $ (125,524 ) $ 11 $ (125,873 ) Other comprehensive income before reclassifications — Amounts reclassified from accumulated other comprehensive loss Interest rate swap, net of tax of $37 (a) 59 — — 59 Actuarial loss, net of tax of $471 (b) 762 — 762 Net current-period other comprehensive loss 59 762 — 821 Ending balance, September 30, 2015 $ (301 ) $ (124,762 ) $ 11 $ (125,052 ) Three Months Ended September 30, 2014 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, June 30, 2014 $ (600 ) $ (79,489 ) $ 172 $ (79,917 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss Interest rate swap, net of tax of $37 (a) 59 — — 59 Actuarial loss, net of tax of $364 (b) — 441 — 441 Net current-period other comprehensive income 59 441 — 500 Ending balance, September 30, 2014 $ (541 ) $ (79,048 ) $ 172 $ (79,417 ) Nine Months Ended September 30, 2015 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, December 31, 2014 $ (479 ) $ (125,877 ) $ (87 ) $ (126,443 ) Other comprehensive income before reclassifications — Amounts reclassified from accumulated other comprehensive loss Interest rate swap, net of tax of $110 (a) 178 — — 178 Actuarial loss, net of tax of $(740) (b) — (1,197 ) 84 (1,113 ) Net current-period other comprehensive income 178 (1,197 ) 84 (935 ) Spin-off of Newspapers, net of tax of $1,517 — 2,312 14 2,326 Ending balance, September 30, 2015 $ (301 ) $ (124,762 ) $ 11 $ (125,052 ) Nine Months Ended September 30, 2014 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, December 31, 2013 $ (718 ) $ (80,377 ) $ 172 $ (80,923 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss Interest rate swap, net of tax of $111 (a) 177 — — 177 Actuarial loss, net of tax of $924 (b) — 1,329 — 1,329 Net current-period other comprehensive income 177 1,329 — 1,506 Ending balance, September 30, 2014 $ (541 ) $ (79,048 ) $ 172 $ (79,417 ) (a) Interest rate swap is included in interest expense in the Condensed Consolidated Statements of Operations (b) Actuarial loss is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Journal Broadcast Merger and 39
Journal Broadcast Merger and Newspaper Spin-off Journal Broadcast Merger and Newspaper Spin-off (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Spin-off | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontinued Operations, Operating Results and Net Assets Distributed | Operating results of our discontinued operations were as follows: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Operating revenues $ — $ 84,474 $ 91,478 $ 275,214 Total costs and expenses — (80,655 ) (79,517 ) (253,257 ) Depreciation and amortization of intangibles — (4,517 ) (3,608 ) (12,958 ) Other, net — (2,709 ) (3,298 ) (7,549 ) Loss on disposal of Scripps Newspapers — — (30,000 ) — Income (loss) on discontinued operations before income taxes — (3,407 ) (24,945 ) 1,450 Benefit (provision) for income taxes — 920 9,513 (967 ) Net income (loss) from discontinued operations — (2,487 ) (15,432 ) 483 Noncontrolling interest — (103 ) — (302 ) Net income (loss) from discontinued operations $ — $ (2,384 ) $ (15,432 ) $ 785 The following table presents a summary of the net assets distributed on April 1, 2015 and the amounts included in discontinued operations as of December 31, 2014. (in thousands) As of April 1, 2015 As of December 31, 2014 Assets: Total current assets $ 44,786 $ 46,507 Property, plant and equipment 155,047 185,548 Intangible assets — 2,001 Other assets 14,590 2,018 Total assets included in the disposal group 214,423 236,074 Liabilities: Total current liabilities 47,664 47,642 Deferred income taxes 16,520 16,666 Other liabilities 9,008 13,089 Total liabilities included in the disposal group 73,192 77,397 Net assets included in the disposal group $ 141,231 $ 158,677 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation costs | $ 1.4 | $ 0.3 | $ 8.5 | $ 4.9 |
Discontinued Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation costs | $ 0.1 | $ 1.1 | $ 1.2 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Accounting Policies [Abstract] | |||||
Loss from continuing operations | $ (24,443) | $ 1,043 | $ (45,513) | $ (5,973) | |
Numerator (for basic and diluted earnings per share) | |||||
Less income allocated to RSUs | 0 | 0 | 0 | 0 | |
Numerator for basic and diluted earnings per share from continuing operations | $ (24,443) | $ 1,043 | $ (45,513) | $ (5,973) | |
Denominator | |||||
Basic weighted-average shares outstanding | 84,107 | 56,469 | 75,213 | 56,200 | |
Effect of dilutive securities: | |||||
Stock options held by employees and directors | 0 | 0 | 0 | 0 | |
Diluted weighted-average shares outstanding | 84,107 | 56,469 | 75,213 | 56,200 | |
Anti-dilutive securities | [1] | 2,148 | 3,313 | 2,148 | 3,313 |
[1] | (1) Amount outstanding at balance sheet date, before application of the treasury stock method and not weighted for period outstanding |
Recently Adopted Standards an42
Recently Adopted Standards and Issued Accounting Standards (Details) $ in Millions | Sep. 30, 2015USD ($) |
Deferred loan costs | |
Debt Instrument [Line Items] | |
New accounting pronouncement, effect of adoption | $ 3.5 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | Oct. 01, 2015USD ($) | Jul. 22, 2015USD ($)show | Apr. 01, 2015USD ($)radio_stationtelevision_stationshares | Sep. 16, 2014USD ($) | Jun. 16, 2014USD ($)television_station | Jan. 01, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014shares | Dec. 31, 2014USD ($) |
Acquisitions (Textual) [Abstract] | ||||||||||
Number of shares issued in business acquisition | shares | 26,350,993 | 0 | ||||||||
Goodwill | $ 586,342,000 | $ 586,342,000 | $ 106,261,000 | |||||||
KNIN [Member] | Raycom Media, Inc. [Member] | Subsequent event | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Business disposition, consideration to be received | $ 14,500,000 | |||||||||
Midroll Media | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Number of television shows (more than) | show | 200 | |||||||||
Business acquisition, purchase price | $ 50,000,000 | |||||||||
Business acquisition, earnout provision | 10,000,000 | |||||||||
Intangible assets | 10,700,000 | |||||||||
Goodwill | 43,176,000 | |||||||||
Business acquisition, purchase price | $ 54,586,000 | |||||||||
Earnout provision, payment term | 3 years | |||||||||
Earnout provision, fair value | 5,000,000 | $ 5,000,000 | ||||||||
Midroll Media | Advertiser relationships | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible assets | $ 7,000,000 | |||||||||
Intangible asset, estimated amortization period | 5 years | |||||||||
Midroll Media | Other intangible assets | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible assets | $ 4,000,000 | |||||||||
Journal Communications, Inc. | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Number of television stations acquired | television_station | 12 | |||||||||
Number of radio stations acquired | radio_station | 34 | |||||||||
Business acquisition, purchase price | $ 636,000,000 | |||||||||
Business acquisition, measurement period adjustment to preliminary purchase price | $ 12,200,000 | |||||||||
Intangible assets | 295,000,000 | |||||||||
Goodwill | 459,405,000 | |||||||||
Business acquisition, purchase price | 636,000,000 | |||||||||
Journal Communications, Inc. | Retransmission agreements, television network affiliate relationships and advertiser relationships | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible assets | $ 183,000,000 | |||||||||
Journal Communications, Inc. | Retransmission agreements, television network affiliate relationships and advertiser relationships | Minimum | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible asset, estimated amortization period | 10 years | |||||||||
Journal Communications, Inc. | Retransmission agreements, television network affiliate relationships and advertiser relationships | Maximum | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible asset, estimated amortization period | 20 years | |||||||||
Journal Communications, Inc. | FCC licenses | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible assets | $ 111,600,000 | |||||||||
Journal Communications, Inc. | Common Stock | Common stock, Class A | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Number of shares issued in business acquisition | shares | 26,400,000 | |||||||||
Detroit MyNetworkTV affiliate and Buffalo ABC affiliate | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Number of television stations acquired | television_station | 2 | |||||||||
Acquisition cost in cash | $ 110,000,000 | |||||||||
Intangible assets | 53,500,000 | |||||||||
Goodwill | 44,715,000 | |||||||||
Business acquisition, purchase price | 110,000,000 | |||||||||
Detroit MyNetworkTV affiliate and Buffalo ABC affiliate | Retransmission agreements, television network affiliate relationships and advertiser relationships | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible assets | $ 19,100,000 | |||||||||
Detroit MyNetworkTV affiliate and Buffalo ABC affiliate | Retransmission agreements, television network affiliate relationships and advertiser relationships | Minimum | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible asset, estimated amortization period | 10 years | |||||||||
Detroit MyNetworkTV affiliate and Buffalo ABC affiliate | Retransmission agreements, television network affiliate relationships and advertiser relationships | Maximum | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible asset, estimated amortization period | 20 years | |||||||||
Detroit MyNetworkTV affiliate and Buffalo ABC affiliate | FCC licenses | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible assets | $ 34,400,000 | |||||||||
Media Convergence Group (Newsy) | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Acquisition cost in cash | $ 35,000,000 | |||||||||
Intangible assets | 5,900,000 | |||||||||
Goodwill | 28,983,000 | |||||||||
Working capital adjustment | 200,000 | |||||||||
Business acquisition, purchase price | 35,222,000 | |||||||||
Media Convergence Group (Newsy) | Customer relationships | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible assets | 4,100,000 | |||||||||
Media Convergence Group (Newsy) | Other intangible assets | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Intangible assets | $ 1,800,000 | |||||||||
WeatherSphere | ||||||||||
Acquisitions (Textual) [Abstract] | ||||||||||
Business acquisition, purchase price | $ 4,100,000 | |||||||||
Earnout provision, maximum | $ 2,500,000 | |||||||||
Earnout provision, payment term | 3 years | |||||||||
Earnout provision, fair value | $ 1,200,000 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jul. 22, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | Jun. 16, 2014 | Jan. 01, 2014 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Goodwill | $ 586,342 | $ 106,261 | ||||
Midroll Media | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Cash | $ 632 | |||||
Accounts receivable | 2,925 | |||||
Intangible assets | 10,700 | |||||
Goodwill | 43,176 | |||||
Other long-term assets | 518 | |||||
Total assets acquired | 57,951 | |||||
Current liabilities | 3,365 | |||||
Net purchase price | $ 54,586 | |||||
Journal Communications, Inc. | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Cash | $ 2,530 | |||||
Accounts receivable | 47,977 | |||||
Other assets | 2,236 | |||||
Property, plant and equipment | 123,264 | |||||
Intangible assets | 295,000 | |||||
Goodwill | 459,405 | |||||
Other long-term assets | 6,351 | |||||
Assets held for sale | 14,500 | |||||
Total assets acquired | 951,263 | |||||
Accounts payable and accrued liabilities | 43,262 | |||||
Employee benefit obligations | 85,261 | |||||
Long-term deferred liability | 55,054 | |||||
Long-term debt | 126,873 | |||||
Other long-term liabilities | 4,813 | |||||
Net purchase price | $ 636,000 | |||||
Detroit MyNetworkTV affiliate and Buffalo ABC affiliate | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Property, plant and equipment | $ 12,025 | |||||
Intangible assets | 53,500 | |||||
Goodwill | 44,715 | |||||
Total assets acquired | 110,240 | |||||
Current liabilities | 240 | |||||
Net purchase price | $ 110,000 | |||||
Media Convergence Group (Newsy) | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Accounts receivable | $ 640 | |||||
Other assets | 74 | |||||
Property, plant and equipment | 631 | |||||
Intangible assets | 5,900 | |||||
Goodwill | 28,983 | |||||
Total assets acquired | 36,228 | |||||
Current liabilities | 116 | |||||
Long-term deferred liability | 890 | |||||
Net purchase price | $ 35,222 |
Acquisitions - Pro Forma Disclo
Acquisitions - Pro Forma Disclosures (Details) - Journal Communications and Detroit My Network TV Affiliate and Buffalo ABC Affiliate - 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, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | $ 189,691 | $ 192,621 | $ 573,310 | $ 560,097 |
Business Acquisition, Pro Forma Net Income (Loss) | $ (23,606) | $ 6,093 | $ (17,028) | $ (18,586) |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ (0.27) | $ 0.07 | $ (0.19) | $ (0.23) |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ (0.27) | $ 0.07 | $ (0.19) | $ (0.23) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 25.60% | 18.00% |
U.S. Federal statutory rate | 35.00% | 35.00% |
Deferred tax assets | $ 25.4 | |
Unrecognized deductions for share based compensation awards | $ 26 | $ 31 |
Other Charges and Credits - Nar
Other Charges and Credits - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Acquisition and related integration costs | $ 4,206 | $ 2,783 | $ 36,953 | $ 6,984 |
Impairment of goodwill and intangibles | 24,613 | $ 0 | 24,613 | $ 0 |
Journal Communications, Inc. | ||||
Business Acquisition [Line Items] | ||||
Acquisition and related integration costs | $ 4,206 | $ 36,953 |
Restricted Cash - Narrative (De
Restricted Cash - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 6,560 | $ 6,810 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 106,261 |
Goodwill impairment | (22,500) |
Goodwill, ending balance | 586,342 |
Journal Communications, Inc. | |
Goodwill [Roll Forward] | |
Goodwill acquisition | 459,405 |
Midroll Media | |
Goodwill [Roll Forward] | |
Goodwill acquisition | $ 43,176 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Summary of other intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying amount: | ||
Total carrying amount | $ 312,063 | $ 117,963 |
Accumulated amortization: | ||
Total accumulated amortization | (37,872) | (22,919) |
Net amortizable intangible assets | 274,191 | 95,044 |
Total other intangible assets | 478,006 | 187,259 |
Licensing agreements | ||
Accumulated amortization: | ||
Other indefinite-lived intangible assets — FCC licenses | 203,815 | 92,215 |
Television network affiliation relationships | ||
Carrying amount: | ||
Total carrying amount | 248,444 | 93,944 |
Accumulated amortization: | ||
Total accumulated amortization | (21,483) | (14,092) |
Customer lists and advertiser relationships | ||
Carrying amount: | ||
Total carrying amount | 56,300 | 20,000 |
Accumulated amortization: | ||
Total accumulated amortization | (13,895) | (7,765) |
Other | ||
Carrying amount: | ||
Total carrying amount | 7,319 | 4,019 |
Accumulated amortization: | ||
Total accumulated amortization | $ (2,494) | $ (1,062) |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Estimated amortization expense of intangible assets for the remainder of 2015 | $ 5,600 | $ 5,600 |
Estimated amortization expense of intangible assets for 2016 | 21,800 | 21,800 |
Estimated amortization expense of intangible assets for 2017 | 19,400 | 19,400 |
Estimated amortization expense of intangible assets for 2018 | 19,000 | 19,000 |
Estimated amortization expense of intangible assets for 2019 | 17,500 | 17,500 |
Estimated amortization expense of intangible assets for 2020 | 16,900 | 16,900 |
Estimated amortization expense of intangible assets for later years | 176,900 | 176,900 |
Goodwill [Line Items] | ||
Impairment of goodwill | $ 22,500 | |
Media Convergence Group (Newsy) | ||
Goodwill [Line Items] | ||
Impairment of goodwill | 21,000 | |
Impairment of Intangible Assets (Excluding Goodwill) | 2,900 | |
Other small business | ||
Goodwill [Line Items] | ||
Impairment of goodwill | $ 1,500 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Components of Long-term debt | |||
Long-term debt | $ 403,604 | $ 198,000 | |
Current portion of long-term debt | 6,792 | 2,000 | |
Long-term debt (less current portion) | 396,812 | 196,000 | |
Fair value of long-term debt | 400,800 | [1] | 194,000 |
Unsecured subordinated notes payable | |||
Components of Long-term debt | |||
Long-term debt | 8,104 | 0 | |
Variable rate credit facility | |||
Components of Long-term debt | |||
Long-term debt | 0 | 0 | |
Term loan | |||
Components of Long-term debt | |||
Long-term debt | $ 395,500 | $ 198,000 | |
[1] | * Fair value of the term loan was estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Apr. 01, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Long-Term Debt (Textual) [Abstract] | ||||
Current portion of long-term debt | $ 6,792,000 | $ 2,000,000 | ||
Long-term debt (less current portion) | 396,812,000 | 196,000,000 | ||
Scheduled principal payments on long-term debt in 2015 | 1,000,000 | |||
Scheduled principal payments on long-term debt in 2016 | 4,000,000 | |||
Scheduled principal payments on long-term debt in 2017 | 4,000,000 | |||
Scheduled principal payments on long-term debt in 2018 | 4,000,000 | |||
Scheduled principal payments on long-term debt in 2019 | 4,000,000 | |||
Scheduled principal payments on long-term debt in 2020 | 378,500,000 | |||
Letters of credit outstanding amount | $ 800,000 | $ 200,000 | ||
Minimum | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.30% | |||
Maximum | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.50% | |||
Spin-off | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Special cash dividend | $ 60,000,000 | |||
Financing Agreement | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Revolving credit and term loan agreement to finance acquisition | 500,000,000 | |||
Restricted payment for dividend and share repurchase, maximum | $ 70,000,000 | |||
Ratio of Indebtedness to Net Capital | 4.5 | |||
Term loan B | Journal Communications, Inc. | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Repayments of debt | 116,000,000 | |||
Term loan B | Financing Agreement | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Revolving credit and term loan agreement, increase in borrowing capacity | 200,000,000 | |||
Long-term debt, term loan | 400,000,000 | |||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.50% | 3.25% | ||
LIBOR plus margin range | 2.75% | |||
Weighted average interest rate | 3.42% | 3.25% | ||
Term loan B | Financing Agreement | Minimum | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 0.75% | |||
Revolving credit facility | Financing Agreement | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Revolving credit and term loan agreement to finance acquisition | 100,000,000 | |||
Revolving credit and term loan agreement, increase in borrowing capacity | $ 25,000,000 | |||
Revolving credit facility | Financing Agreement | Minimum | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Line of Credit Facility, Amount Outstanding, Trigger Leverage Ratio, Percentage | 20.00% | |||
LIBOR plus margin range | 2.25% | |||
Revolving credit facility | Financing Agreement | Maximum | ||||
Long-Term Debt (Textual) [Abstract] | ||||
LIBOR plus margin range | 2.75% | |||
Unsecured subordinated notes payable | ||||
Long-Term Debt (Textual) [Abstract] | ||||
Stated interest rate (percent) | 7.25% | |||
Annual installment payments | $ 2,700,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - Interest rate swaps - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 75,000 | $ 75,000 |
Fixed LIBOR interest rate | 1.08% | |
Derivative instrument, amortized into earnings from AOCI | $ 300 |
Financial Instruments - Notiona
Financial Instruments - Notional Amounts (Details) - Interest rate swaps - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Derivatives designated as cash flow hedges: | |||
Derivative, Notional Amount | $ 75,000 | $ 75,000 | |
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Interest Rate Derivative Liabilities, at Fair Value | [1] | $ 596 | $ 471 |
[1] | (1) Balance recorded as other liabilities in Condensed Consolidated Balance Sheet |
Financial Instruments - Effecti
Financial Instruments - Effective Portion of Unrealized Gain and Loss (Details) - Interest rate swaps - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivatives designated as cash flow hedges: | ||||
Amounts reclassified from accumulated OCL, gain/(loss) | $ 96 | $ 96 | $ 288 | $ 288 |
Gain/(loss) on derivative | $ (15) | $ 362 | $ (125) | $ 300 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Recurring Measurements | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Cash equivalents | $ 5,043 | $ 10,000 | |
Level 1 | Recurring Measurements | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Cash equivalents | 5,043 | 10,000 | |
Level 2 | Recurring Measurements | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Cash equivalents | 0 | 0 | |
Level 3 | Recurring Measurements | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Cash equivalents | 0 | 0 | |
Interest rate swaps | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Interest rate swap | [1] | (596) | (471) |
Interest rate swaps | Recurring Measurements | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Interest rate swap | (596) | (471) | |
Interest rate swaps | Level 1 | Recurring Measurements | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Interest rate swap | 0 | 0 | |
Interest rate swaps | Level 2 | Recurring Measurements | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Interest rate swap | (596) | (471) | |
Interest rate swaps | Level 3 | Recurring Measurements | |||
Assets and liabilities that are measured at fair value on a recurring basis | |||
Interest rate swap | $ 0 | $ 0 | |
[1] | (1) Balance recorded as other liabilities in Condensed Consolidated Balance Sheet |
Other Liabilities - Additional
Other Liabilities - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other liabilities | ||
Employee compensation and benefits | $ 16,844 | $ 15,914 |
Liability for pension benefits | 230,967 | 136,429 |
Liabilities for uncertain tax positions | 7,667 | 6,741 |
Other | 22,261 | 10,087 |
Other liabilities (less current portion) | $ 277,739 | $ 169,171 |
Supplemental Cash Flow Inform59
Supplemental Cash Flow Information - Change in Certain Working Capital Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Other changes in certain working capital accounts, net | ||
Accounts and notes receivable | $ (14,461) | $ 3,197 |
Transition services receivable, net | (2,473) | 0 |
Income taxes receivable/payable, net | (14,450) | (5,764) |
Accounts payable | (11,303) | 1,522 |
Accrued employee compensation and benefits | 2,059 | 7,611 |
Other accrued liabilities | (1,649) | 4,550 |
Other, net | (3,814) | 4,632 |
Total | $ (46,091) | $ 15,748 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of 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, Net Periodic Benefit Cost [Abstract] | ||||
Net periodic benefit cost | $ 5,113 | $ 4,189 | $ 17,803 | $ 17,484 |
Allocated to discontinued operations | 0 | (1,178) | (1,096) | (7,819) |
Net periodic benefit cost — continuing operations | 5,113 | 3,011 | 16,707 | 9,665 |
Defined contribution plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Net periodic benefit cost | 2,094 | 2,419 | 7,805 | 8,635 |
Withdrawal from GCIU multi-employer plan | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Net periodic benefit cost | 0 | 0 | 0 | 4,100 |
Multi-employer plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Net periodic benefit cost | 43 | 100 | 140 | 324 |
Defined benefit plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Service cost | 0 | 21 | 0 | 64 |
Interest cost | 8,169 | 6,600 | 22,797 | 19,155 |
Expected return on plan assets, net of expenses | (6,625) | (5,893) | (18,334) | (17,611) |
Amortization of actuarial loss | 1,179 | 862 | 3,515 | 2,145 |
Curtailment | 0 | 0 | 1,080 | 0 |
Total for defined benefit plans | 2,723 | 1,590 | 9,058 | 3,753 |
SERP | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Net periodic benefit cost | $ 253 | $ 80 | $ 800 | $ 672 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Thousands | Aug. 24, 2015former_employee | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Withdrawal from multi-employer pension plan, undiscounted liability | $ 6,500 | $ 6,500 | ||||
Withdrawal from multi-employer pension plan, recorded liability | $ 4,100 | 4,100 | ||||
Withdrawal from multi-employer pension plan, liability repayment, term | 20 years | |||||
SERP | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions to benefit plan | 300 | |||||
Estimated future contributions | 500 | |||||
Defined benefit plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions to benefit plan | 0 | |||||
Curtailment charge | $ 0 | $ 0 | $ 1,080 | $ 0 | ||
Number of former employees eligible under plan | former_employee | 4,300 | |||||
Defined benefit plans | Forecast | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Non-cash pension settlement charge (up to) | $ 45,000 |
Segment Information - Narrative
Segment Information - Narrative (Details) | Sep. 30, 2015radio_stationcustomeraffiliatemarket |
Segment Reporting Information [Line Items] | |
Number of major customers customers | customer | 0 |
Percentage of revenue by major customer | 10.00% |
Television | |
Segment Reporting Information [Line Items] | |
Percentage of market capture | 18.00% |
Television | ABC affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 15 |
Television | NBC affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 5 |
Television | FOX affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 2 |
Television | CBS affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 2 |
Television | Non big four affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 4 |
Television | Azteca America affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 5 |
Radio | |
Segment Reporting Information [Line Items] | |
Number of radio stations | radio_station | 34 |
Number of markets in which the company operates | market | 8 |
Radio | Radio - FM | |
Segment Reporting Information [Line Items] | |
Number of radio stations | radio_station | 28 |
Radio | Radio - AM | |
Segment Reporting Information [Line Items] | |
Number of radio stations | radio_station | 6 |
Segment Information - Schedule
Segment Information - Schedule of Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Information regarding business segments | ||||
Total operating revenues | $ 189,691 | $ 123,126 | $ 510,848 | $ 348,126 |
Defined benefit pension plan expense | (2,976) | (1,613) | (9,782) | (4,253) |
Acquisition and related integration costs | (4,206) | (2,783) | (36,953) | (6,984) |
Depreciation and amortization of intangibles | (16,273) | (8,706) | (37,934) | (23,631) |
Impairment of goodwill and intangibles | (24,613) | 0 | (24,613) | 0 |
(Losses) gains, net on disposal of property, plant and equipment | (200) | 2,979 | (579) | 2,931 |
Interest expense | (4,246) | (2,050) | (10,523) | (6,345) |
Miscellaneous, net | 1,061 | 170 | 12 | (210) |
(Loss) income from continuing operations before income taxes | (28,542) | 3,798 | (61,174) | (7,281) |
Depreciation: | ||||
Total depreciation | 11,092 | 6,528 | 25,883 | 17,846 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 5,181 | 2,178 | 12,051 | 5,785 |
Additions to property, plant and equipment: | ||||
Total additions to property, plant and equipment | 6,473 | 4,655 | 15,244 | 11,951 |
Television | ||||
Information regarding business segments | ||||
Total operating revenues | 157,437 | 116,425 | 439,049 | 325,511 |
Segment profit (loss) | 31,707 | 30,508 | 98,357 | 80,344 |
Depreciation: | ||||
Total depreciation | 9,765 | 5,894 | 22,389 | 16,033 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 4,262 | 1,909 | 10,412 | 5,108 |
Additions to property, plant and equipment: | ||||
Total additions to property, plant and equipment | 5,607 | 4,100 | 13,350 | 10,540 |
Radio | ||||
Information regarding business segments | ||||
Total operating revenues | 20,421 | 0 | 39,834 | 0 |
Segment profit (loss) | 4,073 | 0 | 8,981 | 0 |
Depreciation: | ||||
Total depreciation | 554 | 0 | 1,103 | 0 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 280 | 0 | 560 | 0 |
Additions to property, plant and equipment: | ||||
Total additions to property, plant and equipment | 623 | 0 | 639 | 0 |
Digital | ||||
Information regarding business segments | ||||
Total operating revenues | 10,861 | 5,355 | 25,698 | 16,036 |
Segment profit (loss) | (3,639) | (6,206) | (13,210) | (17,477) |
Depreciation: | ||||
Total depreciation | 132 | 96 | 394 | 275 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 639 | 269 | 1,079 | 677 |
Additions to property, plant and equipment: | ||||
Total additions to property, plant and equipment | 46 | 46 | 46 | 108 |
Syndication and other | ||||
Information regarding business segments | ||||
Total operating revenues | 972 | 1,346 | 6,267 | 6,579 |
Segment profit (loss) | (572) | (674) | (1,229) | (1,230) |
Depreciation: | ||||
Total depreciation | 66 | 40 | 195 | 80 |
Additions to property, plant and equipment: | ||||
Total additions to property, plant and equipment | 7 | 256 | 76 | 324 |
Shared services and corporate | ||||
Information regarding business segments | ||||
Segment profit (loss) | (8,658) | (7,827) | (33,701) | (30,426) |
Depreciation: | ||||
Total depreciation | 575 | 498 | 1,802 | 1,458 |
Additions to property, plant and equipment: | ||||
Total additions to property, plant and equipment | $ 190 | $ 253 | $ 1,133 | $ 979 |
Capital Stock - Narrative (Deta
Capital Stock - Narrative (Details) | 9 Months Ended | ||
Sep. 30, 2015USD ($)directorcommon_share$ / shares | Sep. 30, 2014USD ($) | May. 31, 2014USD ($) | |
Class of Stock [Line Items] | |||
Classes of common shares | common_share | 2 | ||
Minimum number of directors up for election to entitle shareholders to vote | director | 3 | ||
Stock repurchased during period, value | $ 10,901,000 | $ 21,237,000 | |
Common stock, Class A | |||
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 100,000,000 | ||
Stock repurchased during period, value | 10,900,000 | ||
Stock repurchase program, remaining authorized amount | $ 89,100,000 | ||
Common stock, Class A | Minimum | |||
Class of Stock [Line Items] | |||
Stock repurchased during period (in dollars per share) | $ / shares | $ 15.90 | ||
Common stock, Class A | Maximum | |||
Class of Stock [Line Items] | |||
Stock repurchased during period (in dollars per share) | $ / shares | $ 24.08 |
Accumulated Other Comprehensi65
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 | |||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Beginning balance | $ (125,873) | $ (79,917) | $ (126,443) | $ (80,923) | ||||
Other comprehensive income before reclassifications | 0 | 0 | 0 | 0 | ||||
Spin-off of Newspapers, net of tax of $1,517 | (140,562) | |||||||
Ending balance | (125,052) | (79,417) | (125,052) | (79,417) | ||||
Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Amounts reclassified from accumulated other comprehensive loss, Interest rate swap | [1] | 59 | 59 | 178 | 177 | |||
Amounts reclassified from accumulated other comprehensive loss, Actuarial loss | [2] | 762 | 441 | (1,113) | 1,329 | |||
Net current-period other comprehensive income | 821 | 500 | (935) | 1,506 | ||||
Gains and Losses on Derivatives | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Beginning balance | $ (360) | (600) | $ (479) | (718) | ||||
Other comprehensive income before reclassifications | 0 | 0 | ||||||
Spin-off of Newspapers, net of tax of $1,517 | $ 0 | |||||||
Ending balance | $ (301) | (541) | (301) | (541) | ||||
Gains and Losses on Derivatives | Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Amounts reclassified from accumulated other comprehensive loss, Actuarial loss | [2] | 0 | [2] | 0 | 0 | [2] | ||
Net current-period other comprehensive income | $ 59 | 59 | 178 | 177 | ||||
Gains and Losses on Derivatives | Reclassification out of Accumulated Other Comprehensive Income | Interest rate swaps | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Amounts reclassified from accumulated other comprehensive loss, Interest rate swap | [1] | 59 | 59 | 178 | 177 | |||
Amounts reclassified from accumulated other comprehensive loss, Interest rate swap, tax | 37 | 37 | 110 | 111 | ||||
Defined Benefit Pension Items | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Beginning balance | $ (125,524) | (79,489) | $ (125,877) | (80,377) | ||||
Other comprehensive income before reclassifications | 0 | 0 | ||||||
Spin-off of Newspapers, net of tax of $1,517 | $ 2,312 | |||||||
Spin-off on Newspapers, tax | $ 0 | 1,517 | ||||||
Ending balance | (124,762) | (79,048) | (124,762) | (79,048) | ||||
Defined Benefit Pension Items | Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Amounts reclassified from accumulated other comprehensive loss, Interest rate swap | 0 | [1] | 0 | [1] | 0 | 0 | [1] | |
Amounts reclassified from accumulated other comprehensive loss, Actuarial loss | [2] | 762 | 441 | (1,197) | 1,329 | |||
Amounts reclassification from accumulated other comprehensive loss, Actuarial loss, tax | (471) | 364 | 740 | 924 | ||||
Net current-period other comprehensive income | 762 | 441 | (1,197) | 1,329 | ||||
Other | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Beginning balance | $ 11 | 172 | $ (87) | 172 | ||||
Other comprehensive income before reclassifications | 0 | 0 | ||||||
Spin-off of Newspapers, net of tax of $1,517 | $ 14 | |||||||
Ending balance | $ 11 | 172 | 11 | 172 | ||||
Other | Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Amounts reclassified from accumulated other comprehensive loss, Interest rate swap | 0 | [1] | 0 | [1] | 0 | 0 | [1] | |
Amounts reclassified from accumulated other comprehensive loss, Actuarial loss | [2] | 0 | 0 | 84 | 0 | |||
Net current-period other comprehensive income | $ 0 | $ 0 | 84 | $ 0 | ||||
AOCI Attributable to Parent [Member] | ||||||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||||||
Spin-off of Newspapers, net of tax of $1,517 | $ 2,326 | |||||||
[1] | (a) Interest rate swap is included in interest expense in the Condensed Consolidated Statements of Operations | |||||||
[2] | (b) Actuarial loss is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Journal Broadcast Merger and 66
Journal Broadcast Merger and Newspaper Spin-off Narrative (Details) employee in Thousands | Apr. 01, 2015USD ($)employeenewspaper | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||
Outstanding debt | $ 403,604,000 | $ 403,604,000 | $ 198,000,000 | |
Transition services agreement receivable, net | 2,473,000 | 2,473,000 | 0 | |
Incremental term loan | ||||
Business Acquisition [Line Items] | ||||
Outstanding debt | 395,500,000 | 395,500,000 | $ 198,000,000 | |
Journal Communications, Inc. | ||||
Business Acquisition [Line Items] | ||||
Proceeds from services provided to merger partner | 2,500,000 | |||
Payments for services performed by merger partner | $ 900,000 | |||
Spin-off | ||||
Business Acquisition [Line Items] | ||||
Special cash dividend | $ 60,000,000 | |||
Spin-off | Journal Communications, Inc. | ||||
Business Acquisition [Line Items] | ||||
Impairment of long-lived assets, held-and-used | $ 0 | |||
Impairment of long-lived assets, held-for-sale | $ 30,000,000 | |||
Spin-off | Television operations | Journal Communications, Inc. | ||||
Business Acquisition [Line Items] | ||||
Approximate number of employees | employee | 4 | |||
Television operations, percentage of U.S. households reached | 18.00% | |||
Spin-off | Newspaper operations | Parent company | ||||
Business Acquisition [Line Items] | ||||
Number of newspapers | newspaper | 13 |
Journal Broadcast Merger and 67
Journal Broadcast Merger and Newspaper Spin-off Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 01, 2015 | Dec. 31, 2014 | |
Operating results of discontinued operations: | ||||||
Net income (loss) from discontinued operations | $ 0 | $ (2,384) | $ (15,432) | $ 785 | ||
Assets: | ||||||
Total current assets | 0 | 0 | $ 46,507 | |||
Liabilities: | ||||||
Total current liabilities | 0 | 0 | 47,642 | |||
Spin-off | ||||||
Operating results of discontinued operations: | ||||||
Operating revenues | 0 | 84,474 | 91,478 | 275,214 | ||
Total costs and expenses | 0 | (80,655) | (79,517) | (253,257) | ||
Depreciation and amortization of intangibles | 0 | (4,517) | (3,608) | (12,958) | ||
Other, net | 0 | (2,709) | (3,298) | (7,549) | ||
Loss on disposal of Scripps Newspapers | 0 | 0 | (30,000) | 0 | ||
Income (loss) on discontinued operations before income taxes | 0 | (3,407) | (24,945) | 1,450 | ||
Benefit (provision) for income taxes | 0 | 920 | 9,513 | (967) | ||
Net income (loss) from discontinued operations | 0 | (2,487) | (15,432) | 483 | ||
Noncontrolling interest | 0 | (103) | 0 | (302) | ||
Net income (loss) from discontinued operations | 0 | $ (2,384) | (15,432) | $ 785 | ||
Non-recurring costs related to spin-off | $ 4,000 | 40,000 | ||||
Professional fees allocated to discontinued operations | 3,000 | |||||
Professional fees | $ 37,000 | |||||
Assets: | ||||||
Total current assets | $ 44,786 | 46,507 | ||||
Property, plant and equipment | 155,047 | 185,548 | ||||
Intangible assets | 0 | 2,001 | ||||
Other assets | 14,590 | 2,018 | ||||
Total assets included in the disposal group | 214,423 | 236,074 | ||||
Liabilities: | ||||||
Total current liabilities | 47,664 | 47,642 | ||||
Deferred income taxes | 16,520 | 16,666 | ||||
Other liabilities | 9,008 | 13,089 | ||||
Total liabilities distributed | 73,192 | 77,397 | ||||
Net assets included in the disposal group | $ 141,231 | $ 158,677 |