Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
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 | Large Accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Common stock, Class A | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 69,967,489 |
Voting common stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 11,932,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 126,535 | $ 134,352 |
Accounts and notes receivable (less allowances—$2,035 and $1,632) | 197,152 | 192,531 |
Miscellaneous | 31,245 | 19,012 |
Total current assets | 354,932 | 345,895 |
Investments | 14,137 | 14,221 |
Property and equipment | 247,156 | 260,731 |
Goodwill | 587,377 | 616,780 |
Other intangible assets | 456,398 | 467,896 |
Deferred income taxes | 10,488 | 9,075 |
Miscellaneous | 16,122 | 13,775 |
Total Assets | 1,686,610 | 1,728,373 |
Current liabilities: | ||
Accounts payable | 28,708 | 26,670 |
Customer deposits and unearned revenue | 7,088 | 7,122 |
Current portion of long-term debt | 2,656 | 6,571 |
Accrued liabilities: | ||
Employee compensation and benefits | 30,533 | 32,636 |
Accrued interest | 8,656 | 0 |
Miscellaneous | 21,595 | 18,986 |
Other current liabilities | 9,442 | 12,146 |
Total current liabilities | 108,678 | 104,131 |
Long-term debt (less current portion) | 393,179 | 386,614 |
Deferred income taxes | 3,889 | 17,740 |
Other liabilities (less current portion) | 251,890 | 273,953 |
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; 69,967,489 and 70,042,300 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | 819 | 819 |
Additional paid-in capital | 1,133,484 | 1,132,540 |
Accumulated deficit | (116,202) | (94,077) |
Accumulated other comprehensive loss, net of income taxes | (91,270) | (93,347) |
Total The E.W. Scripps Company shareholders' equity | 926,831 | 945,935 |
Noncontrolling interest | 2,143 | 0 |
Total equity | 928,974 | 945,935 |
Total Liabilities and Equity | 1,686,610 | 1,728,373 |
Common stock, Class A | ||
Equity: | ||
Common stock, $.01 par: Class A - authorized: 240,000,000 shares; issued and outstanding; 69,967,489 and 70,042,300 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | 700 | 700 |
Voting common stock | ||
Equity: | ||
Common stock, $.01 par: Class A - authorized: 240,000,000 shares; issued and outstanding; 69,967,489 and 70,042,300 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | $ 119 | $ 119 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Allowances for accounts and notes receivable | $ 2,035 | $ 1,632 |
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 | 69,967,489 | 70,042,300 |
Common stock, shares outstanding | 69,967,489 | 70,042,300 |
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 ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Revenues: | ||||
Advertising | $ 142,741,000 | $ 170,169,000 | $ 432,094,000 | $ 479,932,000 |
Retransmission | 63,733,000 | 53,134,000 | 196,003,000 | 160,181,000 |
Other | 9,976,000 | 9,737,000 | 31,174,000 | 30,242,000 |
Total operating revenues | 216,450,000 | 233,040,000 | 659,271,000 | 670,355,000 |
Costs and Expenses: | ||||
Employee compensation and benefits | 96,290,000 | 91,568,000 | 294,394,000 | 279,916,000 |
Programs and program licenses | 52,543,000 | 45,833,000 | 146,755,000 | 129,904,000 |
Other expenses | 51,654,000 | 49,791,000 | 150,093,000 | 145,822,000 |
Acquisition and related integration costs | 0 | 0 | 0 | 578,000 |
Restructuring costs | 2,407,000 | 0 | 2,407,000 | 0 |
Total costs and expenses | 202,894,000 | 187,192,000 | 593,649,000 | 556,220,000 |
Depreciation, Amortization, and (Gains) Losses: | ||||
Depreciation | 9,162,000 | 8,407,000 | 27,304,000 | 25,991,000 |
Amortization of intangible assets | 5,493,000 | 6,485,000 | 16,724,000 | 18,098,000 |
Impairment of goodwill and intangibles | 35,732,000 | 0 | 35,732,000 | 0 |
Losses (gains), net on disposal of property and equipment | 124,000 | 26,000 | 435,000 | 44,000 |
Net depreciation, amortization, and (gains) losses | 50,511,000 | 14,918,000 | 80,195,000 | 44,133,000 |
Operating income (loss) | (36,955,000) | 30,930,000 | (14,573,000) | 70,002,000 |
Interest expense | (5,720,000) | (4,592,000) | (18,163,000) | (13,603,000) |
Defined benefit pension plan expense | (3,551,000) | (3,605,000) | (10,485,000) | (10,504,000) |
Miscellaneous, net | 1,187,000 | (596,000) | 5,411,000 | (1,245,000) |
Income (loss) from operations before income taxes | (45,039,000) | 22,137,000 | (37,810,000) | 44,650,000 |
Provision (benefit) for income taxes | (18,355,000) | 9,615,000 | (17,732,000) | 15,752,000 |
Net income (loss) | (26,684,000) | 12,522,000 | (20,078,000) | 28,898,000 |
Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to the shareholders of The E.W. Scripps Company | $ (26,684,000) | $ 12,522,000 | $ (20,078,000) | $ 28,898,000 |
Net income per basic share of common stock: | ||||
Net (loss) income per basic share of common stock (in dollars per share) | $ (0.32) | $ 0.15 | $ (0.24) | $ 0.34 |
Net income per diluted share of common stock: | ||||
Net (loss) income per diluted share of common stock (in dollars per share) | $ (0.32) | $ 0.15 | $ (0.24) | $ 0.34 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (26,684) | $ 12,522 | $ (20,078) | $ 28,898 |
Changes in fair value of derivative, net of tax of $37 and $111 | 0 | 59 | 0 | 177 |
Changes in defined benefit pension plans, net of tax of $459, $440, $1,325 and $1,241 | 734 | 706 | 2,124 | 1,988 |
Other | (15) | (7) | (47) | (21) |
Total comprehensive income (loss) | (25,965) | 13,280 | (18,001) | 31,042 |
Less comprehensive net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Total comprehensive income (loss) attributable to the shareholders of The E.W. Scripps Company | $ (25,965) | $ 13,280 | $ (18,001) | $ 31,042 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Changes in fair value of derivatives, tax amount | $ 0 | $ 37 | $ 0 | $ 111 |
Changes in defined benefit pension plans, tax amount | $ 459 | $ 401 | $ 1,325 | $ 1,241 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (20,078) | $ 28,898 |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||
Depreciation and amortization | 44,028 | 44,089 |
Impairment of goodwill and intangibles | 35,732 | 0 |
Deferred income taxes | (16,559) | 16,517 |
Stock and deferred compensation plans | 14,717 | 9,120 |
Pension expense, net of contributions | (8,875) | 2,046 |
Other changes in certain working capital accounts, net | (10,616) | (21,612) |
Miscellaneous, net | (5,515) | 1,930 |
Net cash provided by operating activities | 32,834 | 80,988 |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | 0 | (43,500) |
Acquisition of intangibles | (11,554) | 0 |
Additions to property and equipment | (14,056) | (21,590) |
Purchase of investments | (1,533) | (1,728) |
Miscellaneous, net | 3,657 | 216 |
Net cash used in investing activities | (23,486) | (66,602) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of long-term debt | 400,000 | 0 |
Payments on long-term debt | (392,198) | (3,000) |
Payments of financing costs | (7,558) | 0 |
Repurchase of Class A Common shares | (11,704) | (29,673) |
Proceeds from exercise of stock options | 1,461 | 4,641 |
Tax payments related to shares withheld for RSU vesting | (3,371) | (2,652) |
Miscellaneous, net | (3,795) | (4,485) |
Net cash used in financing activities | (17,165) | (35,169) |
Decrease in cash, cash equivalents and restricted cash | (7,817) | (20,783) |
Cash, cash equivalents and restricted cash: | ||
Beginning of year | 134,352 | 114,621 |
End of period | 126,535 | 93,838 |
Supplemental Cash Flow Disclosures | ||
Interest paid | 4,917 | 12,092 |
Income taxes paid | $ 1,068 | $ 393 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest [Member] | |
Equity, beginning balance (Beginning balance previously reported) at Dec. 31, 2015 | $ 838,000 | $ 1,163,985,000 | $ (174,038,000) | $ (89,802,000) | |||
Equity, beginning balance (Adjustment for adoption of new accounting guidance) at Dec. 31, 2015 | 0 | (58,000) | 14,808,000 | 0 | |||
Equity, beginning balance at Dec. 31, 2015 | 838,000 | 1,163,927,000 | (159,230,000) | (89,802,000) | |||
Equity, Noncontrolling Interest, beginning balance (Beginning balance previously reported) at Dec. 31, 2015 | $ 0 | ||||||
Equity, Noncontrolling Interest, beginning balance (Adjustment for adoption of new accounting guidance) at Dec. 31, 2015 | 0 | ||||||
Equity, Noncontrolling Interest, beginning balance at Dec. 31, 2015 | 0 | ||||||
Total Equity, beginning balance (Beginning balance previously reported) at Dec. 31, 2015 | $ 900,983,000 | ||||||
Total Equity, beginning balance (Adjustment for adoption of new accounting guidance) at Dec. 31, 2015 | 14,750,000 | ||||||
Total Equity, beginning balance at Dec. 31, 2015 | 915,733,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 28,898,000 | 28,898,000 | |||||
Changes in defined benefit pension plans | 1,988,000 | 1,988,000 | |||||
Changes in fair value of derivative | 177,000 | 177,000 | |||||
Repurchase Class A Common shares: 620,451 in 2017 and 1,769,824 in 2016 | (29,673,000) | (18,000) | (27,601,000) | (2,054,000) | |||
Compensation plans: 545,640 net shares issued in 2017 and 848,313 in 2016 | [1] | 9,371,000 | 9,000 | 9,362,000 | |||
Other | (21,000) | (21,000) | |||||
Equity, ending balance at Sep. 30, 2016 | 829,000 | 1,145,688,000 | (132,386,000) | (87,658,000) | |||
Equity, Noncontrolling Interest, beginning balance at Sep. 30, 2016 | 0 | ||||||
Total Equity, ending balance at Sep. 30, 2016 | 926,473,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Tax payments related to shares withheld for vested stock and RSUs | 2,652 | ||||||
Equity, beginning balance at Dec. 31, 2016 | 945,935,000 | 819,000 | 1,132,540,000 | (94,077,000) | (93,347,000) | ||
Equity, Noncontrolling Interest, beginning balance at Dec. 31, 2016 | 0 | 0 | |||||
Total Equity, beginning balance at Dec. 31, 2016 | 945,935,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (20,078,000) | (20,078,000) | |||||
Changes in defined benefit pension plans | 2,124,000 | 2,124,000 | |||||
Changes in fair value of derivative | 0 | ||||||
Repurchase Class A Common shares: 620,451 in 2017 and 1,769,824 in 2016 | (11,705,000) | (6,000) | (9,652,000) | (2,047,000) | |||
Compensation plans: 545,640 net shares issued in 2017 and 848,313 in 2016 | [1] | 10,602,000 | 6,000 | 10,596,000 | |||
Minority interest contribution to venture | 2,143,000 | 2,143,000 | |||||
Other | (47,000) | (47,000) | |||||
Equity, ending balance at Sep. 30, 2017 | 926,831,000 | $ 819,000 | $ 1,133,484,000 | $ (116,202,000) | $ (91,270,000) | ||
Equity, Noncontrolling Interest, beginning balance at Sep. 30, 2017 | 2,143,000 | $ 2,143,000 | |||||
Total Equity, ending balance at Sep. 30, 2017 | 928,974,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Tax payments related to shares withheld for vested stock and RSUs | $ 3,371 | ||||||
[1] | * Net of tax payments related to shares withheld for vested RSUs of $3,371 in 2017 and $2,652 in 2016. |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Equity (Parenthetical) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Shares issued on compensation plans | 545,640 | 848,313 |
Repurchase of Class A Common shares | 620,451 | 1,769,824 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
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 2016 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 media enterprise with a portfolio of television, radio and national media brands. All of our media businesses provide content and advertising services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: television, radio, digital, and other. Additional information for our business segments is presented in the Condensed Notes to Consolidated Financial Statements. 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, as well as retransmission fees received from cable operators, telecommunications companies and satellite carriers. The revenue recognition policies for each source of revenue are described in our 2016 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 2016 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs), restricted and unrestricted Class A Common shares and performance units to key employees and non-employee directors. Share-based compensation costs totaled $2.6 million and $(0.5) million for the third quarter of 2017 and 2016 , respectively. Year-to-date share-based compensation costs totaled $11.7 million and $6.7 million in 2017 and 2016, respectively. The credit balance for the third quarter of 2016 is due to an adjustment of our performance based share expense due to changes in our estimate of the number of shares that will vest. 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) 2017 2016 2017 2016 Numerator (for basic and diluted earnings per share) Net income (loss) $ (26,684 ) $ 12,522 $ (20,078 ) $ 28,898 Less income allocated to RSUs — (174 ) — (373 ) Numerator for basic and diluted earnings per share $ (26,684 ) $ 12,348 $ (20,078 ) $ 28,525 Denominator Basic weighted-average shares outstanding 82,039 83,230 82,140 83,654 Effect of dilutive securities: Stock options held by directors — 288 — 306 Diluted weighted-average shares outstanding 82,039 83,518 82,140 83,960 Anti-dilutive securities (1) 1,373 — 1,373 — (1) Amount outstanding at Balance Sheet date, before application of the treasury stock method and not weighted for period outstanding. For the three and nine month periods ended September 30, 2017, we incurred a net loss and the inclusion of RSUs and stock options would have been anti-dilutive, and accordingly the diluted EPS calculation for the period excludes those common share equivalents. |
Recently Adopted Standards and
Recently Adopted Standards and Issued Accounting Standards (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Recently Adopted Standards and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards Recently Adopted Accounting Standards — In March 2017, the Financial Accounting Standards Board (FASB) issued new guidance on the presentation of net periodic benefit cost in the statement of operations. It requires entities to disaggregate the current service cost component from the other components of net benefit cost. The total for service cost is to be presented with other current compensation costs in the statement of operations, while the total of the other components is to be presented outside of income from operations. We elected to early adopt this guidance as of January 1, 2017. We do not have a service cost associated with our net benefit cost, as such, the impact of adopting this new guidance was to reclassify our defined benefit pension plan expense out of operating costs and expenses and to classify it as a non-operating expense below operating income. In January 2017, the FASB issued new guidance to simplify the measurement of goodwill impairments by eliminating Step 2 from the impairment test, which requires a hypothetical purchase price allocation to measure the impairment loss. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. We have elected to early adopt this guidance as of January 1, 2017. In November 2016, the FASB issued new guidance to clarify the classification and presentation of restricted cash in the statement of cash flows. Under the new guidance, restricted cash and restricted cash equivalents are included in the cash and cash equivalent balances in the statement of cash flows. Additionally, changes in restricted cash and restricted cash equivalents are no longer presented as an investing cash flow within the statement of cash flows. We elected to early adopt this guidance as of December 31, 2016, and retrospectively applied the guidance to prior periods. The impact of adopting the new guidance was to increase cash and cash equivalents by $5.5 million and $6.6 million at September 30, 2016, and December 31, 2015, respectively, the amount reclassified from restricted cash. In March 2016, the FASB issued new guidance which simplifies the accounting for share-based compensation arrangements, including the related income tax consequences and classification in the statement of cash flows. We elected to early adopt this guidance effective January 1, 2016. The adoption used the modified retrospective transition method which had no impact on prior years. The impact of adopting this guidance was to record $14.7 million of previously unrecognized tax benefits, increasing deferred tax assets and retained earnings as of December 31, 2015. Additionally, we elected to adopt a policy of recording actual forfeitures, the impact of which was not material to current or prior periods. In January 2017, the FASB issued new guidance to clarify the definition of a business for acquisitions, with the intent to make application of the guidance more consistent and cost-efficient. We elected to early adopt this guidance as of June 30, 2017, for acquisitions subsequent to our adoption date. We do not expect the adoption of this guidance to affect the treatment of future acquisitions or dispositions. Recently Issued Accounting Standards — In August 2016, the FASB issued new guidance related to classification of certain cash receipts and payments in the statement of cash flows. This new guidance was issued with the objective of reducing diversity in practice around eight specific types of cash flows. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated statements of cash flows. In June 2016, the FASB issued new guidance that changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace today’s “incurred loss” model and generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. The guidance is effective in 2020 with early adoption permitted in 2019. We are currently evaluating the impact of this guidance on our consolidated financial statements and the timing of adoption. In February 2016, the FASB issued new guidance on the accounting for leases. Under this guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our consolidated financial statements. In January 2016, the FASB issued new guidance on the recognition and measurement of financial instruments. This guidance primarily affects the accounting for equity method investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are currently evaluating the impact of this guidance 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. We are currently assessing the impact this new guidance will have on our consolidated financial statements. We are progressing in our process of adopting the new guidance and are working to identify all performance obligations and changes, if any, that the new guidance will have on the timing and amounts of revenue recorded. To date we are evaluating the impact, if any, that the new guidance might have on the revenue recognition for our retransmission consent agreements as well as our broadcast advertising arrangements. We are also evaluating the impact the new guidance has on our programming barter arrangements. We expect that we will apply the new guidance using the modified retrospective approach. We expect that the adoption of the new standard will not change the amount and timing of our revenue recognition. We expect that the adoption of the new standard will require expanded footnote disclosure. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Stitcher On June 6, 2016, we completed the acquisition of Stitcher for a cash purchase price of $4.5 million . Stitcher is a podcast listening service which facilitates discovery and streaming for more than 65,000 podcasts. Stitcher now operates as part of Midroll Media, which broadens Midroll's consumer base and technological capabilities. Of the $4.5 million purchase price, $2.9 million was allocated to intangible assets, the majority of which was technological software with an estimated amortization period of 3 years. The remainder of the purchase price was allocated to goodwill. Cracked On April 12, 2016, we acquired the multi-platform humor and satire brand, Cracked, which informs and entertains millennial audiences with a website, original digital video, social media and a popular podcast. The purchase price was $39 million in cash. The fair values of the assets acquired were $9.6 million of intangibles and $29.4 million of goodwill. Of the $9.6 million allocated to intangible assets, $7.6 million was for trade names with an estimated amortization period of 20 years. The remaining balance of $2.0 million was allocated to content library with an estimated amortization period of 3 years. The goodwill of $29 million arising from the transaction consists largely of the benefit we derive from being able to expand our presence and digital brands on the web, in over-the-top video and audio and on other emerging platforms. 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. Pro forma results of operations Individually or in the aggregate, the impact of the Cracked and Stitcher acquisitions is not material to prior year results of operations and, therefore, no pro forma information has been provided. |
Asset Write-Downs and Other Cha
Asset Write-Downs and Other Charges and Credits | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Asset Write-Downs and Other Charges and Credits | Asset Write-Downs and Other Charges and Credits Income from operations includes the following: 2017 — In the second quarter, we sold our newspaper syndication business, resulting in a gain of $3.0 million . Restructuring includes $1.9 million of severance associated with a change in senior management as well as outside consulting fees associated with changes in our management and operating structure. There was $0.8 million and $3.3 million , in the three months and nine months ended September 30, 2017, respectively, for a reduction to the Midroll earn out accrual. 2016 — Acquisition costs of $0.6 million include costs associated with acquisitions, such as legal and accounting fees, as well as costs to integrate acquired operations. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
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. Small changes in our estimated pretax income for the 2017 year significantly impacts our estimated effective tax rate for the year. Differences between pretax book and taxable earnings, such as non-deductible expenses and state income taxes, causes the effective income tax rate to vary significantly. Accordingly, for the nine months ended September 30, 2017, we do not believe we can reasonably estimate with sufficient precision our full year effective income tax rate, and as permitted by US GAAP, we have determined our tax benefit for 2017 based upon year-to-date pretax loss and the effect of differences between book and taxable loss. The effective income tax rate for the nine months ended September 30, 2017 and 2016 , was 47% and 35% , respectively. The primary reasons for the difference between these rates and the U.S. federal statutory rate of 35% are the impact of state taxes, non-deductible expenses, release of reserves for uncertain tax positions ( $1.1 million in 2017) and excess tax benefits on share-based compensation ( $2.4 million and $1.9 million in 2017 and 2016, respectively). Deferred tax assets relating to our state jurisdictions totaled $10.5 million at September 30, 2017 , which includes the tax effect of state net operating loss carryforwards. 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. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash At September 30, 2017 and December 31, 2016 , our cash and cash equivalents included $5.1 million and $5.5 million , respectively, held 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, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill consisted of the following: (in thousands) Television Radio Digital Total Gross balance as of December 31, 2016 $ 681,535 $ 41,000 $ 132,159 $ 854,694 Accumulated impairment losses (215,414 ) — (22,500 ) (237,914 ) Net balance as of December 31, 2016 $ 466,121 $ 41,000 $ 109,659 $ 616,780 Gross balance as of September 30, 2017 $ 681,535 $ 41,000 $ 132,159 $ 854,694 Accumulated impairment losses (215,414 ) — (51,903 ) (267,317 ) Net balance as of September 30, 2017 $ 466,121 $ 41,000 $ 80,256 $ 587,377 Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 248,444 $ 248,444 Customer lists and advertiser relationships 56,100 56,100 Other 30,577 26,923 Total carrying amount 335,121 331,467 Accumulated amortization: Television network affiliation relationships (46,544 ) (37,019 ) Customer lists and advertiser relationships (28,040 ) (24,380 ) Other (7,954 ) (5,987 ) Total accumulated amortization (82,538 ) (67,386 ) Net amortizable intangible assets 252,583 264,081 Indefinite-lived intangible assets — FCC licenses 203,815 203,815 Total other intangible assets $ 456,398 $ 467,896 In 2017 we paid $11.6 million to acquire cable and satellite carriage rights for the launch of our Newsy cable network. These rights will be amortized over the life of the respective MVPD agreement. Additional amounts may be owed to the seller if certain conditions are met. 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 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 exists. The amount of impairment is the difference between the fair value of the reporting unit and its carrying value. The slower development of our original revenue model and revised operating model which will result in a smaller business for Cracked, created indications of impairment of goodwill as of September 30, 2017. Under the process required by GAAP, we estimated the fair value of Cracked. Fair values were determined using a combination of discounted cash flow 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 Cracked did not exceed its carrying value as of September 30, 2017. Based upon our valuations, we recorded a $29 million non-cash charge in the three months ended September 30, 2017 to reduce the carrying value of goodwill and $6.3 million to reduce the value of intangible assets. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
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 $ — $ — Senior unsecured notes 400,000 — Term loan B — 390,521 Unsecured subordinated notes 2,656 5,312 Total outstanding principal 402,656 395,833 Less: Debt issuance costs (6,821 ) (2,648 ) Less: Current portion (2,656 ) (6,571 ) Net carrying value of long-term debt $ 393,179 $ 386,614 Fair value of long-term debt * $ 412,529 $ 395,514 * Fair value of the Senior Notes and the term loan B were estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy. The fair value of the unsecured subordinated notes is determined based on a discounted cash flow analysis using current market interest rates of comparable instruments and is classified as Level 2 in the fair value hierarchy. Senior Unsecured Notes On April 28, 2017, we issued $400 million of senior unsecured notes ("the Senior Notes"), which bear interest at a rate of 5.125% per annum and mature on May 15, 2025. The proceeds of the Senior Notes were used to repay our term loan B, for the payment of the related issuance costs and for general corporate purposes. The Senior Notes were priced at 100% of par value and interest is payable semi-annually on May 15 and November 15. Prior to May 15, 2020, we may redeem the Senior Notes, in whole or in part, at any time, or from time to time, at a price equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium, as set forth in the Senior Notes indenture. In addition, on or prior to May 15, 2020 , we may redeem up to 40% of the Senior Notes, using proceeds of equity offerings. If we sell certain of our assets or have a change of control, the holders of the Senior Notes may require us to repurchase some or all of the notes. The Senior Notes are also guaranteed by us and the majority of our subsidiaries. The Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. We incurred approximately $7.0 million of deferred financing costs in connection with the issuance of the Senior Notes, which will be amortized over the life of the Senior Notes. In connection with the new financing we wrote off $2.4 million of deferred financing cost associated with the term loan B to interest expense. Revolving Credit Facility On April 28, 2017, we amended and restated our $100 million revolving credit facility ("Revolving Credit Facility"), increasing its capacity to $125 million and extending the maturity to April 2022. Interest is payable on the Revolving Credit Facility at rates based on LIBOR, plus a margin based on our leverage ratio, ranging from 1.75% to 2.50% . The Revolving Credit Facility includes maintaining a net leverage ratio when we have outstanding borrowings on the facility, as well as other restrictions on payments (dividends and share repurchases). Additionally, we can make acquisitions as long as the pro forma net leverage ratio is less than 5.5 to 1.0 . We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables, and equipment. 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, 2017 and December 31, 2016 , we had $0.1 million and $0.8 million , respectively, of outstanding letters of credit. Financing Agreement Until April 28, 2017, we had a $500 million revolving credit and term loan agreement ("Financing Agreement"). Under the Financing Agreement, we had a $400 million term loan B that matured in November 2020 and a $100 million revolving credit facility that matured in November 2018. We repaid the term loan B with the proceeds of our Senior Notes. The Revolving Credit Facility was amended as described above. Interest was payable on the term loan B at rates based on LIBOR, plus a fixed margin of 2.5% . Prior to December 2016, interest was payable at rates based on LIBOR, with a 0.75% floor, plus a fixed margin of 2.75% . As of December 31, 2016 , the interest rate was 3.27% on the term loan B. The weighted-average interest rate on the term loan B was 3.50% for the nine months ended September 30, 2016 . Unsecured Subordinated Notes The unsecured subordinated promissory notes bear interest at a rate of 7.25% per annum payable quarterly. The notes are payable in annual installments of $2.7 million through 2018, with no prepayment right. |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 19,010 $ 18,356 Liability for pension benefits 217,390 232,788 Liabilities for uncertain tax positions 808 2,416 Other 14,682 20,393 Other liabilities (less current portion) $ 251,890 $ 273,953 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2017 | |
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) 2017 2016 Accounts and notes receivable $ (4,621 ) $ (12,586 ) Income taxes receivable/payable, net (626 ) 3,437 Other current assets (10,090 ) (1,218 ) Accounts payable 1,953 (768 ) Accrued employee compensation and benefits (6,054 ) (10,918 ) Accrued interest 8,656 — Other accrued liabilities 1,999 (4,475 ) Other, net (1,833 ) 4,916 Total $ (10,616 ) $ (21,612 ) |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor two noncontributory defined benefit pension plans as well as two non-qualified Supplemental Executive Retirement Plans ("SERPs"). Both of the defined benefit plans and the SERPs have frozen the accrual of future benefits. 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. The components of the expense consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Interest cost $ 6,504 $ 6,839 $ 19,475 $ 20,379 Expected return on plan assets, net of expenses (4,360 ) (4,616 ) (13,079 ) (13,812 ) Amortization of actuarial loss 1,150 1,102 3,318 3,097 Total for defined benefit plans 3,294 3,325 9,714 9,664 Multi-employer plans 58 42 191 127 SERPs 257 280 771 840 Defined contribution plan 2,300 2,073 7,161 6,347 Net periodic benefit cost $ 5,909 $ 5,720 $ 17,837 $ 16,978 We contributed $1.3 million to fund current benefit payments for our SERPs and $18.0 million for our defined benefit pension plans during the nine months ended September 30, 2017 . During the remainder of 2017 , we anticipate contributing an additional $0.3 million to fund the SERPs' benefit payments and an additional $1.3 million to fund our qualified defined benefit pension plans. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
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 and two CBS affiliates. We also have three MyTV affiliates, one CW affiliate, one independent station and three Azteca America Spanish-language affiliates. Our television stations reach approximately 18% of the nation’s television households based on audience reach. Television stations earn revenue primarily from the sale of advertising time to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies 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 our national digital businesses of Midroll, a podcast industry leader, Newsy, the national news network and Cracked, a multi-platform humor and satire brand. Our digital operations earn revenue primarily through the sale of advertising, marketing services and agency commissions. We allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and 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. Information regarding our business segments is as follows: Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Segment operating revenues: Television $ 179,920 $ 197,283 $ 553,022 $ 568,932 Radio 17,870 19,301 49,112 52,087 Digital 17,846 15,754 52,552 43,287 Other 814 702 4,585 6,049 Total operating revenues $ 216,450 $ 233,040 $ 659,271 $ 670,355 Segment profit (loss): Television $ 32,083 $ 58,305 $ 116,583 $ 153,290 Radio 1,510 2,528 6,027 8,574 Digital (5,685 ) (5,633 ) (16,061 ) (13,481 ) Other (897 ) (832 ) (2,342 ) (984 ) Shared services and corporate (11,048 ) (8,520 ) (36,178 ) (32,686 ) Acquisition and related integration costs — — — (578 ) Restructuring costs (2,407 ) — (2,407 ) — Depreciation and amortization of intangibles (14,655 ) (14,892 ) (44,028 ) (44,089 ) Impairment of goodwill and intangibles (35,732 ) — (35,732 ) — (Losses) gains, net on disposal of property and equipment (124 ) (26 ) (435 ) (44 ) Interest expense (5,720 ) (4,592 ) (18,163 ) (13,603 ) Defined benefit pension plan expense (3,551 ) (3,605 ) (10,485 ) (10,504 ) Miscellaneous, net 1,187 (596 ) 5,411 (1,245 ) Income (loss) from operations before income taxes $ (45,039 ) $ 22,137 $ (37,810 ) $ 44,650 Depreciation: Television $ 8,018 $ 7,120 $ 23,846 $ 22,517 Radio 615 653 1,816 1,733 Digital 18 40 49 148 Other 43 67 169 196 Shared services and corporate 468 527 1,424 1,397 Total depreciation $ 9,162 $ 8,407 $ 27,304 $ 25,991 Amortization of intangibles: Television $ 3,633 $ 4,239 $ 11,138 $ 12,718 Radio 265 265 795 795 Digital 1,257 1,643 3,776 3,570 Shared services and corporate 338 338 1,015 1,015 Total amortization of intangibles $ 5,493 $ 6,485 $ 16,724 $ 18,098 Additions to property and equipment: Television $ 3,610 $ 6,618 $ 12,412 $ 16,248 Radio 581 628 1,135 944 Digital 122 34 319 51 Other — 74 — 115 Shared services and corporate 155 643 276 967 Total additions to property and equipment $ 4,468 $ 7,997 $ 14,142 $ 18,325 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2017 | |
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 — 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. 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. For the nine months ended September 30, 2016 , we repurchased $29.7 million of shares at prices ranging from $14.71 to $19.51 per share under this authorization. Before this authorization expired at the end of 2016, $0.5 million of shares were repurchased but not settled until 2017. No additional shares may be repurchased under this program. In November 2016, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares through December 2018. For the nine months ended September 30, 2017 , we repurchased $11.2 million of shares at prices ranging from $16.82 to $23.01 per share under this authorization. At September 30, 2017 , $88.8 million remained under this authorization. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) ("AOCL") by component, including items reclassified out of AOCL, were as follows: Three Months Ended September 30, 2017 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, June 30, 2017 $ — $ (92,286 ) $ 297 $ (91,989 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss: Actuarial gain (loss), net of tax of $449 (b) — 734 (15 ) 719 Net current-period other comprehensive income (loss) — 734 (15 ) 719 Ending balance, September 30, 2017 $ — $ (91,552 ) $ 282 $ (91,270 ) Three Months Ended September 30, 2016 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, June 30, 2016 $ (124 ) $ (88,458 ) $ 166 $ (88,416 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss: Interest rate swap, net of tax of $37 (a) 59 — — 59 Actuarial gain (loss), net of tax of $436 (b) — 706 (7 ) 699 Net current-period other comprehensive income (loss) 59 706 (7 ) 758 Ending balance, September 30, 2016 $ (65 ) $ (87,752 ) $ 159 $ (87,658 ) Nine Months Ended September 30, 2017 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, December 31, 2016 $ — $ (93,676 ) $ 329 $ (93,347 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss: Actuarial gain (loss), net of tax of $1,295 (b) — 2,124 (47 ) 2,077 Net current-period other comprehensive income (loss) — 2,124 (47 ) 2,077 Ending balance, September 30, 2017 $ — $ (91,552 ) $ 282 $ (91,270 ) Nine Months Ended September 30, 2016 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, December 31, 2015 $ (242 ) $ (89,740 ) $ 180 $ (89,802 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss: Interest rate swap, net of tax of $111 (a) 177 — — 177 Actuarial gain (loss), net of tax of $1,299 (b) — 1,988 (21 ) 1,967 Net current-period other comprehensive income (loss) 177 1,988 (21 ) 2,144 Ending balance, September 30, 2016 $ (65 ) $ (87,752 ) $ 159 $ (87,658 ) (a) Interest rate swap amortization is included in interest expense in the Condensed Consolidated Statements of Operations (b) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest A noncontrolling owner holds a 30% interest in our venture to develop, produce and air our lifestyle daytime talk show. In April 2017, on the formation of the venture, the noncontrolling owner made a $2.1 million non-cash contribution to the venture. The contribution included the rights to the show concept, contractual rights with the show's talent, as well as other pre-production items. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 2, 2017 we acquired the Katz Broadcasting networks for $292 million , which is net of a 5% minority interest we owned. Katz owns and operates four national television networks, Bounce, Grit, Escape and Laff. We financed the acquisition with a $300 million term loan B. The term loan B matures in 2024 with interest payable at rates based on LIBOR, plus a fixed margin of 2.25% . The term loan B also requires annual principal payments of $3 million . Due to the limited time since we completed the acquisition, we have not yet completed the initial acquisition accounting for the transaction, including the determination of the fair values of the assets acquired and the liabilities assumed. We will complete the preliminary purchase price allocation in the fourth quarter and it will be reflected in our December 31, 2017 financial statements. The results of operations of the acquired business will be included in our results from October 2, 2017, the date of the closing of the acquisition. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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 2016 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 media enterprise with a portfolio of television, radio and national media brands. All of our media businesses provide content and advertising services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: television, radio, digital, and other. Additional information for our business segments is presented in the Condensed Notes to Consolidated Financial Statements. |
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, as well as retransmission fees received from cable operators, telecommunications companies and satellite carriers. The revenue recognition policies for each source of revenue are described in our 2016 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 2016 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs), restricted and unrestricted Class A Common shares and performance units to key employees and non-employee directors. Share-based compensation costs totaled $2.6 million and $(0.5) million for the third quarter of 2017 and 2016 , respectively. Year-to-date share-based compensation costs totaled $11.7 million and $6.7 million in 2017 and 2016, 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. The following table presents information about basic and diluted weighted-average shares outstanding: Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Numerator (for basic and diluted earnings per share) Net income (loss) $ (26,684 ) $ 12,522 $ (20,078 ) $ 28,898 Less income allocated to RSUs — (174 ) — (373 ) Numerator for basic and diluted earnings per share $ (26,684 ) $ 12,348 $ (20,078 ) $ 28,525 Denominator Basic weighted-average shares outstanding 82,039 83,230 82,140 83,654 Effect of dilutive securities: Stock options held by directors — 288 — 306 Diluted weighted-average shares outstanding 82,039 83,518 82,140 83,960 Anti-dilutive securities (1) 1,373 — 1,373 — (1) Amount outstanding at Balance Sheet date, before application of the treasury stock method and not weighted for period outstanding. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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) 2017 2016 2017 2016 Numerator (for basic and diluted earnings per share) Net income (loss) $ (26,684 ) $ 12,522 $ (20,078 ) $ 28,898 Less income allocated to RSUs — (174 ) — (373 ) Numerator for basic and diluted earnings per share $ (26,684 ) $ 12,348 $ (20,078 ) $ 28,525 Denominator Basic weighted-average shares outstanding 82,039 83,230 82,140 83,654 Effect of dilutive securities: Stock options held by directors — 288 — 306 Diluted weighted-average shares outstanding 82,039 83,518 82,140 83,960 Anti-dilutive securities (1) 1,373 — 1,373 — (1) Amount outstanding at Balance Sheet date, before application of the treasury stock method and not weighted for period outstanding. |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following: (in thousands) Television Radio Digital Total Gross balance as of December 31, 2016 $ 681,535 $ 41,000 $ 132,159 $ 854,694 Accumulated impairment losses (215,414 ) — (22,500 ) (237,914 ) Net balance as of December 31, 2016 $ 466,121 $ 41,000 $ 109,659 $ 616,780 Gross balance as of September 30, 2017 $ 681,535 $ 41,000 $ 132,159 $ 854,694 Accumulated impairment losses (215,414 ) — (51,903 ) (267,317 ) Net balance as of September 30, 2017 $ 466,121 $ 41,000 $ 80,256 $ 587,377 |
Summary of other finite-lived 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 $ 248,444 Customer lists and advertiser relationships 56,100 56,100 Other 30,577 26,923 Total carrying amount 335,121 331,467 Accumulated amortization: Television network affiliation relationships (46,544 ) (37,019 ) Customer lists and advertiser relationships (28,040 ) (24,380 ) Other (7,954 ) (5,987 ) Total accumulated amortization (82,538 ) (67,386 ) Net amortizable intangible assets 252,583 264,081 Indefinite-lived intangible assets — FCC licenses 203,815 203,815 Total other intangible assets $ 456,398 $ 467,896 |
Summary of other indefinite-lived 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 $ 248,444 Customer lists and advertiser relationships 56,100 56,100 Other 30,577 26,923 Total carrying amount 335,121 331,467 Accumulated amortization: Television network affiliation relationships (46,544 ) (37,019 ) Customer lists and advertiser relationships (28,040 ) (24,380 ) Other (7,954 ) (5,987 ) Total accumulated amortization (82,538 ) (67,386 ) Net amortizable intangible assets 252,583 264,081 Indefinite-lived intangible assets — FCC licenses 203,815 203,815 Total other intangible assets $ 456,398 $ 467,896 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 $ — $ — Senior unsecured notes 400,000 — Term loan B — 390,521 Unsecured subordinated notes 2,656 5,312 Total outstanding principal 402,656 395,833 Less: Debt issuance costs (6,821 ) (2,648 ) Less: Current portion (2,656 ) (6,571 ) Net carrying value of long-term debt $ 393,179 $ 386,614 Fair value of long-term debt * $ 412,529 $ 395,514 * Fair value of the Senior Notes and the term loan B were estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy. The fair value of the unsecured subordinated notes is determined based on a discounted cash flow analysis using current market interest rates of comparable instruments and is classified as Level 2 in the fair value hierarchy. |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 19,010 $ 18,356 Liability for pension benefits 217,390 232,788 Liabilities for uncertain tax positions 808 2,416 Other 14,682 20,393 Other liabilities (less current portion) $ 251,890 $ 273,953 |
Supplemental Cash Flow Inform31
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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) 2017 2016 Accounts and notes receivable $ (4,621 ) $ (12,586 ) Income taxes receivable/payable, net (626 ) 3,437 Other current assets (10,090 ) (1,218 ) Accounts payable 1,953 (768 ) Accrued employee compensation and benefits (6,054 ) (10,918 ) Accrued interest 8,656 — Other accrued liabilities 1,999 (4,475 ) Other, net (1,833 ) 4,916 Total $ (10,616 ) $ (21,612 ) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Components of benefit expense | The components of the expense consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Interest cost $ 6,504 $ 6,839 $ 19,475 $ 20,379 Expected return on plan assets, net of expenses (4,360 ) (4,616 ) (13,079 ) (13,812 ) Amortization of actuarial loss 1,150 1,102 3,318 3,097 Total for defined benefit plans 3,294 3,325 9,714 9,664 Multi-employer plans 58 42 191 127 SERPs 257 280 771 840 Defined contribution plan 2,300 2,073 7,161 6,347 Net periodic benefit cost $ 5,909 $ 5,720 $ 17,837 $ 16,978 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Information regarding business segments | Information regarding our business segments is as follows: Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Segment operating revenues: Television $ 179,920 $ 197,283 $ 553,022 $ 568,932 Radio 17,870 19,301 49,112 52,087 Digital 17,846 15,754 52,552 43,287 Other 814 702 4,585 6,049 Total operating revenues $ 216,450 $ 233,040 $ 659,271 $ 670,355 Segment profit (loss): Television $ 32,083 $ 58,305 $ 116,583 $ 153,290 Radio 1,510 2,528 6,027 8,574 Digital (5,685 ) (5,633 ) (16,061 ) (13,481 ) Other (897 ) (832 ) (2,342 ) (984 ) Shared services and corporate (11,048 ) (8,520 ) (36,178 ) (32,686 ) Acquisition and related integration costs — — — (578 ) Restructuring costs (2,407 ) — (2,407 ) — Depreciation and amortization of intangibles (14,655 ) (14,892 ) (44,028 ) (44,089 ) Impairment of goodwill and intangibles (35,732 ) — (35,732 ) — (Losses) gains, net on disposal of property and equipment (124 ) (26 ) (435 ) (44 ) Interest expense (5,720 ) (4,592 ) (18,163 ) (13,603 ) Defined benefit pension plan expense (3,551 ) (3,605 ) (10,485 ) (10,504 ) Miscellaneous, net 1,187 (596 ) 5,411 (1,245 ) Income (loss) from operations before income taxes $ (45,039 ) $ 22,137 $ (37,810 ) $ 44,650 Depreciation: Television $ 8,018 $ 7,120 $ 23,846 $ 22,517 Radio 615 653 1,816 1,733 Digital 18 40 49 148 Other 43 67 169 196 Shared services and corporate 468 527 1,424 1,397 Total depreciation $ 9,162 $ 8,407 $ 27,304 $ 25,991 Amortization of intangibles: Television $ 3,633 $ 4,239 $ 11,138 $ 12,718 Radio 265 265 795 795 Digital 1,257 1,643 3,776 3,570 Shared services and corporate 338 338 1,015 1,015 Total amortization of intangibles $ 5,493 $ 6,485 $ 16,724 $ 18,098 Additions to property and equipment: Television $ 3,610 $ 6,618 $ 12,412 $ 16,248 Radio 581 628 1,135 944 Digital 122 34 319 51 Other — 74 — 115 Shared services and corporate 155 643 276 967 Total additions to property and equipment $ 4,468 $ 7,997 $ 14,142 $ 18,325 |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Changes in accumulated other comprehensive income (loss) ("AOCL") by component, including items reclassified out of AOCL, were as follows: Three Months Ended September 30, 2017 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, June 30, 2017 $ — $ (92,286 ) $ 297 $ (91,989 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss: Actuarial gain (loss), net of tax of $449 (b) — 734 (15 ) 719 Net current-period other comprehensive income (loss) — 734 (15 ) 719 Ending balance, September 30, 2017 $ — $ (91,552 ) $ 282 $ (91,270 ) Three Months Ended September 30, 2016 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, June 30, 2016 $ (124 ) $ (88,458 ) $ 166 $ (88,416 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss: Interest rate swap, net of tax of $37 (a) 59 — — 59 Actuarial gain (loss), net of tax of $436 (b) — 706 (7 ) 699 Net current-period other comprehensive income (loss) 59 706 (7 ) 758 Ending balance, September 30, 2016 $ (65 ) $ (87,752 ) $ 159 $ (87,658 ) Nine Months Ended September 30, 2017 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, December 31, 2016 $ — $ (93,676 ) $ 329 $ (93,347 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss: Actuarial gain (loss), net of tax of $1,295 (b) — 2,124 (47 ) 2,077 Net current-period other comprehensive income (loss) — 2,124 (47 ) 2,077 Ending balance, September 30, 2017 $ — $ (91,552 ) $ 282 $ (91,270 ) Nine Months Ended September 30, 2016 (in thousands) Gains and Losses on Derivatives Defined Benefit Pension Items Other Total Beginning balance, December 31, 2015 $ (242 ) $ (89,740 ) $ 180 $ (89,802 ) Other comprehensive income before reclassifications — — — — Amounts reclassified from accumulated other comprehensive loss: Interest rate swap, net of tax of $111 (a) 177 — — 177 Actuarial gain (loss), net of tax of $1,299 (b) — 1,988 (21 ) 1,967 Net current-period other comprehensive income (loss) 177 1,988 (21 ) 2,144 Ending balance, September 30, 2016 $ (65 ) $ (87,752 ) $ 159 $ (87,658 ) (a) Interest rate swap amortization is included in interest expense in the Condensed Consolidated Statements of Operations (b) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Share-based compensation costs | $ 2.6 | $ (0.5) | $ 11.7 | $ 6.7 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator (for basic and diluted earnings per share) | ||||
Net income (loss) | $ (26,684) | $ 12,522 | $ (20,078) | $ 28,898 |
Less income allocated to RSUs | 0 | 174 | 0 | 373 |
Numerator for basic and diluted earnings per share | $ (26,684) | $ 12,348 | $ (20,078) | $ 28,525 |
Denominator | ||||
Basic weighted-average shares outstanding | 82,039 | 83,230 | 82,140 | 83,654 |
Effect of dilutive securities: | ||||
Stock options held by directors | 0 | 288 | 0 | 306 |
Diluted weighted-average shares outstanding | 82,039 | 83,518 | 82,140 | 83,960 |
Anti-dilutive securities | 1,373 | 0 | 1,373 | 0 |
Recently Adopted Standards an37
Recently Adopted Standards and Issued Accounting Standards (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Restricted cash and cash equivalents, current | $ 5.1 | $ 5.5 | $ 5.5 | $ 6.6 |
Deferred taxes | Share based compensation arrangements | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Unrecognized tax benefits | $ 14.7 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Jun. 06, 2016USD ($)show | Apr. 12, 2016USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Acquisitions (Textual) [Abstract] | ||||
Goodwill | $ 587,377 | $ 616,780 | ||
Stitcher | ||||
Acquisitions (Textual) [Abstract] | ||||
Business acquisition, purchase price | $ 4,500 | |||
Number of podcast shows (more than) | show | 65,000 | |||
Intangible assets | $ 2,900 | |||
Stitcher | Computer Software, Intangible Asset | ||||
Acquisitions (Textual) [Abstract] | ||||
Intangible asset, estimated amortization period | 3 years | |||
Cracked | ||||
Acquisitions (Textual) [Abstract] | ||||
Business acquisition, purchase price | $ 39,000 | |||
Intangible assets | 9,600 | |||
Goodwill | 29,400 | |||
Cracked | Trade Names | ||||
Acquisitions (Textual) [Abstract] | ||||
Intangible assets | $ 7,600 | |||
Intangible asset, estimated amortization period | 20 years | |||
Cracked | Media Content | ||||
Acquisitions (Textual) [Abstract] | ||||
Intangible assets | $ 2,000 | |||
Intangible asset, estimated amortization period | 3 years |
Asset Write-Downs and Other C39
Asset Write-Downs and Other Charges and Credits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 2,407 | $ 0 | $ 2,407 | $ 0 |
Acquisition and related integration costs | 0 | $ 0 | 0 | $ 578 |
Midroll | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Earn-out provision adjustment | 800 | 3,300 | ||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 1,900 | |||
Sale of Business | Newspaper Syndication | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Gain on sale of business | $ 3,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 47.00% | 35.00% | |
U.S. Federal statutory rate | 35.00% | 35.00% | |
Release of reserves for uncertain tax positions | $ 1,100 | ||
Excess tax benefits on share-based compensation | 2,400 | $ 1,900 | |
Deferred tax assets | $ 10,488 | $ 9,075 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Abstract] | ||||
Restricted cash and cash equivalents, current | $ 5.1 | $ 5.5 | $ 5.5 | $ 6.6 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 854,694 |
Accumulated impairment losses, beginning balance | (237,914) |
Goodwill net, beginning balance | 616,780 |
Goodwill, gross, ending balance | 854,694 |
Accumulated impairment losses, ending balance | (267,317) |
Goodwill net, ending balance | 587,377 |
Television | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 681,535 |
Accumulated impairment losses, beginning balance | (215,414) |
Goodwill net, beginning balance | 466,121 |
Goodwill, gross, ending balance | 681,535 |
Accumulated impairment losses, ending balance | (215,414) |
Goodwill net, ending balance | 466,121 |
Radio | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 41,000 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill net, beginning balance | 41,000 |
Goodwill, gross, ending balance | 41,000 |
Accumulated impairment losses, ending balance | 0 |
Goodwill net, ending balance | 41,000 |
Digital | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 132,159 |
Accumulated impairment losses, beginning balance | (22,500) |
Goodwill net, beginning balance | 109,659 |
Goodwill, gross, ending balance | 132,159 |
Accumulated impairment losses, ending balance | (51,903) |
Goodwill net, ending balance | $ 80,256 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets - Summary of other intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying amount: | ||
Total carrying amount | $ 335,121 | $ 331,467 |
Accumulated amortization: | ||
Total accumulated amortization | (82,538) | (67,386) |
Net amortizable intangible assets | 252,583 | 264,081 |
Total other intangible assets | 456,398 | 467,896 |
Indefinite-lived intangible assets - FCC licenses | ||
Accumulated amortization: | ||
Indefinite-lived intangible assets — FCC licenses | 203,815 | 203,815 |
Television network affiliation relationships | ||
Carrying amount: | ||
Total carrying amount | 248,444 | 248,444 |
Accumulated amortization: | ||
Total accumulated amortization | (46,544) | (37,019) |
Customer lists and advertiser relationships | ||
Carrying amount: | ||
Total carrying amount | 56,100 | 56,100 |
Accumulated amortization: | ||
Total accumulated amortization | (28,040) | (24,380) |
Other | ||
Carrying amount: | ||
Total carrying amount | 30,577 | 26,923 |
Accumulated amortization: | ||
Total accumulated amortization | $ (7,954) | $ (5,987) |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Acquisition of intangibles | $ 11,554 | $ 0 | |
Goodwill impairment | $ 29,000 | ||
Intangible asset impairment | $ 6,300 | ||
Cable and Satellite Carriage Rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquisition of intangibles | $ 11,600 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Components of Long-term debt | |||
Total outstanding principal | $ 402,656 | $ 395,833 | |
Less: Debt issuance costs | (6,821) | (2,648) | |
Less: Current portion | (2,656) | (6,571) | |
Long-term debt (less current portion) | 393,179 | 386,614 | |
Fair value of long-term debt | [1] | 412,529 | 395,514 |
Senior unsecured notes | |||
Components of Long-term debt | |||
Total outstanding principal | 400,000 | 0 | |
Unsecured subordinated notes | |||
Components of Long-term debt | |||
Total outstanding principal | 2,656 | 5,312 | |
Variable rate credit facility | |||
Components of Long-term debt | |||
Total outstanding principal | 0 | 0 | |
Term loan B | |||
Components of Long-term debt | |||
Total outstanding principal | $ 0 | $ 390,521 | |
[1] | Fair value of the Senior Notes and the term loan B were estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy. The fair value of the unsecured subordinated notes is determined based on a discounted cash flow analysis using current market interest rates of comparable instruments and is classified as Level 2 in the fair value hierarchy. |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Apr. 28, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 6,821,000 | $ 2,648,000 | ||
Letters of credit outstanding amount | $ 100,000 | $ 800,000 | ||
Senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Debt stated rate | 7.25% | |||
Unsecured subordinated notes payable periodic payment | $ 2,700,000 | |||
Financing Agreement | ||||
Debt Instrument [Line Items] | ||||
Revolving credit and term loan agreement | $ 500,000,000 | |||
Financing Agreement | Term loan B | ||||
Debt Instrument [Line Items] | ||||
LIBOR plus margin range | 2.50% | 2.75% | ||
Term loan, gross | 400,000,000 | |||
Variable interest rate | 3.27% | |||
Weighted average interest rate | 3.50% | |||
Financing Agreement | Term loan B | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 0.75% | |||
Financing Agreement | Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit and term loan agreement | 100,000,000 | |||
Senior 5.125% Unsecured Notes, Due 2025 | Senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Debt issued | $ 400,000,000 | |||
Debt stated rate | 5.125% | |||
Debt issuance price as percentage of par | 100.00% | |||
Debt issuance costs | $ 7,000,000 | |||
Senior 5.125% Unsecured Notes, Due 2025 | Senior unsecured notes | Redemption Period One | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price | 100.00% | |||
Senior 5.125% Unsecured Notes, Due 2025 | Senior unsecured notes | Redemption Period Two | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price | 40.00% | |||
Senior 5.125% Unsecured Notes, Due 2025 | Term loan B | ||||
Debt Instrument [Line Items] | ||||
Write off of deferred financing costs | $ 2,400,000 | |||
Financing Agreement Amendment | Revolving credit facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Revolving credit and term loan agreement | $ 125,000,000 | |||
Pro forma net leverage ratio | 5.5 | |||
Financing Agreement Amendment | Revolving credit facility | Line of Credit | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.30% | |||
Financing Agreement Amendment | Revolving credit facility | Line of Credit | Minimum | LIBOR | ||||
Debt Instrument [Line Items] | ||||
LIBOR plus margin range | 1.75% | |||
Financing Agreement Amendment | Revolving credit facility | Line of Credit | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.50% | |||
Financing Agreement Amendment | Revolving credit facility | Line of Credit | Maximum | LIBOR | ||||
Debt Instrument [Line Items] | ||||
LIBOR plus margin range | 2.50% |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other liabilities | ||
Employee compensation and benefits | $ 19,010 | $ 18,356 |
Liability for pension benefits | 217,390 | 232,788 |
Liabilities for uncertain tax positions | 808 | 2,416 |
Other | 14,682 | 20,393 |
Other liabilities (less current portion) | $ 251,890 | $ 273,953 |
Supplemental Cash Flow Inform48
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Other Changes in Certain Working Capital Accounts, Net | ||
Accounts and notes receivable | $ (4,621) | $ (12,586) |
Income taxes receivable/payable, net | (626) | 3,437 |
Other current assets | (10,090) | (1,218) |
Accounts payable | 1,953 | (768) |
Accrued employee compensation and benefits | (6,054) | (10,918) |
Accrued interest | 8,656 | 0 |
Other accrued liabilities | 1,999 | (4,475) |
Other, net | (1,833) | 4,916 |
Total | $ (10,616) | $ (21,612) |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Net periodic benefit cost | $ 5,909 | $ 5,720 | $ 17,837 | $ 16,978 |
Defined contribution plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Net periodic benefit cost | 2,300 | 2,073 | 7,161 | 6,347 |
Multi-employer plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Net periodic benefit cost | 58 | 42 | 191 | 127 |
Defined benefit plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Interest cost | 6,504 | 6,839 | 19,475 | 20,379 |
Expected return on plan assets, net of expenses | (4,360) | (4,616) | (13,079) | (13,812) |
Amortization of actuarial loss | 1,150 | 1,102 | 3,318 | 3,097 |
Total for defined benefit plans | 3,294 | 3,325 | 9,714 | 9,664 |
SERPs | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Net periodic benefit cost | $ 257 | $ 280 | $ 771 | $ 840 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)plan | |
SERPs | |
Defined Benefit Plan Disclosure [Line Items] | |
Number of non-qualified defined benefit plan | plan | 2 |
Contributions to benefit plan | $ 1.3 |
Estimated future contributions | $ 0 |
Defined benefit plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Number of non-qualified defined benefit plan | plan | 2 |
Contributions to benefit plan | $ 18 |
Estimated future contributions | $ 1.3 |
Segment Information - Narrative
Segment Information - Narrative (Details) | Sep. 30, 2017radio_stationaffiliatemarket |
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 | My TV Affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 3 |
Television | CW affiliate | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 1 |
Television | Independent station | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 1 |
Television | Azteca America affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 3 |
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Information regarding business segments | ||||
Total operating revenues | $ 216,450 | $ 233,040 | $ 659,271 | $ 670,355 |
Segment profit (loss) | (36,955) | 30,930 | (14,573) | 70,002 |
Acquisition and related integration costs | 0 | 0 | 0 | (578) |
Restructuring costs | (2,407) | 0 | (2,407) | 0 |
Depreciation and amortization of intangibles | (14,655) | (14,892) | (44,028) | (44,089) |
Impairment of goodwill and intangibles | 35,732 | 0 | 35,732 | 0 |
(Losses) gains, net on disposal of property and equipment | (124) | (26) | (435) | (44) |
Interest expense | (5,720) | (4,592) | (18,163) | (13,603) |
Defined benefit pension plan expense | (3,551) | (3,605) | (10,485) | (10,504) |
Miscellaneous, net | 1,187 | (596) | 5,411 | (1,245) |
(Loss) income from operations before income taxes | (45,039) | 22,137 | (37,810) | 44,650 |
Depreciation: | ||||
Total depreciation | 9,162 | 8,407 | 27,304 | 25,991 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 5,493 | 6,485 | 16,724 | 18,098 |
Additions to property and equipment: | ||||
Total additions to property and equipment | 4,468 | 7,997 | 14,142 | 18,325 |
Television | ||||
Information regarding business segments | ||||
Total operating revenues | 179,920 | 197,283 | 553,022 | 568,932 |
Segment profit (loss) | 32,083 | 58,305 | 116,583 | 153,290 |
Depreciation: | ||||
Total depreciation | 8,018 | 7,120 | 23,846 | 22,517 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 3,633 | 4,239 | 11,138 | 12,718 |
Additions to property and equipment: | ||||
Total additions to property and equipment | 3,610 | 6,618 | 12,412 | 16,248 |
Radio | ||||
Information regarding business segments | ||||
Total operating revenues | 17,870 | 19,301 | 49,112 | 52,087 |
Segment profit (loss) | 1,510 | 2,528 | 6,027 | 8,574 |
Depreciation: | ||||
Total depreciation | 615 | 653 | 1,816 | 1,733 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 265 | 265 | 795 | 795 |
Additions to property and equipment: | ||||
Total additions to property and equipment | 581 | 628 | 1,135 | 944 |
Digital | ||||
Information regarding business segments | ||||
Total operating revenues | 17,846 | 15,754 | 52,552 | 43,287 |
Segment profit (loss) | (5,685) | (5,633) | (16,061) | (13,481) |
Depreciation: | ||||
Total depreciation | 18 | 40 | 49 | 148 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 1,257 | 1,643 | 3,776 | 3,570 |
Additions to property and equipment: | ||||
Total additions to property and equipment | 122 | 34 | 319 | 51 |
Other | ||||
Information regarding business segments | ||||
Total operating revenues | 814 | 702 | 4,585 | 6,049 |
Segment profit (loss) | (897) | (832) | (2,342) | (984) |
Depreciation: | ||||
Total depreciation | 43 | 67 | 169 | 196 |
Additions to property and equipment: | ||||
Total additions to property and equipment | 0 | 74 | 0 | 115 |
Shared services and corporate | ||||
Information regarding business segments | ||||
Segment profit (loss) | (11,048) | (8,520) | (36,178) | (32,686) |
Depreciation: | ||||
Total depreciation | 468 | 527 | 1,424 | 1,397 |
Amortization of intangibles: | ||||
Total amortization of intangibles | 338 | 338 | 1,015 | 1,015 |
Additions to property and equipment: | ||||
Total additions to property and equipment | $ 155 | $ 643 | $ 276 | $ 967 |
Capital Stock (Details)
Capital Stock (Details) | Jan. 05, 2017USD ($) | Sep. 30, 2017USD ($)directorcommon_share$ / shares | Sep. 30, 2016USD ($)$ / shares | Nov. 30, 2016USD ($) | May 31, 2014USD ($) |
Class of Stock [Line Items] | |||||
Classes of common shares | common_share | 2 | ||||
Stock repurchased during period, value | $ 11,705,000 | $ 29,673,000 | |||
Minimum | |||||
Class of Stock [Line Items] | |||||
Minimum number of directors up for election to entitle shareholders to vote | director | 0.3333 | ||||
Maximum | |||||
Class of Stock [Line Items] | |||||
Minimum number of directors up for election to entitle shareholders to vote | director | 3 | ||||
First Repurchase Plan [Member] | Common stock, Class A | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 100,000,000 | ||||
Stock repurchased during period, value | $ 500,000 | $ 29,700,000 | |||
Stock repurchase program, remaining authorized amount | $ 0 | ||||
First Repurchase Plan [Member] | Common stock, Class A | Minimum | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in dollars per share) | $ / shares | $ 14.71 | ||||
First Repurchase Plan [Member] | Common stock, Class A | Maximum | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in dollars per share) | $ / shares | $ 19.51 | ||||
Second Repurchase Plan [Member] | Common stock, Class A | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 100,000,000 | ||||
Stock repurchased during period, value | 11,200,000 | ||||
Stock repurchase program, remaining authorized amount | $ 88,800,000 | ||||
Second Repurchase Plan [Member] | Common stock, Class A | Minimum | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in dollars per share) | $ / shares | $ 16.82 | ||||
Second Repurchase Plan [Member] | Common stock, Class A | Maximum | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in dollars per share) | $ / shares | $ 23.01 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Accumulated Other Comprehensive Loss [Roll Forward] | |||||
Beginning balance | $ (91,989) | $ (88,416) | $ (93,347) | $ (89,802) | |
Other comprehensive income before reclassifications | 0 | 0 | 0 | 0 | |
Ending balance | (91,270) | (87,658) | (91,270) | (87,658) | |
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 | 177 | ||
Amounts reclassified from accumulated other comprehensive loss, Actuarial gain (loss) | [2] | 719 | 699 | 2,077 | 1,967 |
Net current-period other comprehensive income | 719 | 758 | 2,077 | 2,144 | |
Gains and Losses on Derivatives | |||||
Accumulated Other Comprehensive Loss [Roll Forward] | |||||
Beginning balance | 0 | (124) | 0 | (242) | |
Other comprehensive income before reclassifications | 0 | 0 | 0 | 0 | |
Ending balance | 0 | (65) | 0 | (65) | |
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 gain (loss) | [2] | 0 | 0 | 0 | 0 |
Net current-period other comprehensive income | 0 | 59 | 0 | 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 | 177 | ||
Amounts reclassified from accumulated other comprehensive loss, Interest rate swap, tax | 37 | 111 | |||
Defined Benefit Pension Items | |||||
Accumulated Other Comprehensive Loss [Roll Forward] | |||||
Beginning balance | (92,286) | (88,458) | (93,676) | (89,740) | |
Other comprehensive income before reclassifications | 0 | 0 | 0 | 0 | |
Ending balance | (91,552) | (87,752) | (91,552) | (87,752) | |
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 | [1] | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss, Actuarial gain (loss) | [2] | 734 | 706 | 2,124 | 1,988 |
Amounts reclassification from accumulated other comprehensive loss, Actuarial gain (loss), tax | 459 | 436 | 1,325 | 1,299 | |
Net current-period other comprehensive income | 734 | 706 | 2,124 | 1,988 | |
Other | |||||
Accumulated Other Comprehensive Loss [Roll Forward] | |||||
Beginning balance | 297 | 166 | 329 | 180 | |
Other comprehensive income before reclassifications | 0 | 0 | 0 | 0 | |
Ending balance | 282 | 159 | 282 | 159 | |
Other | Reclassification out of Accumulated Other Comprehensive Income | |||||
Accumulated Other Comprehensive Loss [Roll Forward] | |||||
Amounts reclassified from accumulated other comprehensive loss, Interest rate swap | [1] | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss, Actuarial gain (loss) | [2] | (15) | (7) | (47) | (21) |
Net current-period other comprehensive income | $ (15) | $ (7) | $ (47) | $ (21) | |
[1] | (a) Interest rate swap amortization is included in interest expense in the Condensed Consolidated Statements of Operations | ||||
[2] | (b) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Apr. 30, 2017 | |
Noncontrolling Interest [Abstract] | ||
Ownership in joint venture by noncontrolling owners | 30.00% | |
Non-cash contribution to joint venture by noncontrolling owner | $ 2.1 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Oct. 02, 2017USD ($) |
Term Loan B, Maturing 2024 | |
Subsequent Event [Line Items] | |
Annual principal payments due | $ 3 |
Term Loan B, Maturing 2024 | LIBOR | |
Subsequent Event [Line Items] | |
LIBOR plus margin range | 2.25% |
Katz Broadcasting | |
Subsequent Event [Line Items] | |
Business purchase price net of noncontrolling interest | $ 292 |
Debt amount | $ 300 |