Cover
Cover - USD ($) $ / shares in Units, $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-10701 | ||
Entity Registrant Name | THE E.W. SCRIPPS COMPANY | ||
Entity Incorporation, State or Country Code | OH | ||
Entity Tax Identification Number | 31-1223339 | ||
Entity Address, Address Line One | 312 Walnut Street | ||
Entity Address, City or Town | Cincinnati | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 45202 | ||
City Area Code | 513 | ||
Local Phone Number | 977-3000 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | ||
Trading Symbol | SSP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Share price | $ 20.39 | ||
Entity Public Float | $ 1.2 | ||
Entity Central Index Key | 0000832428 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2022 annual meeting of shareholders. | ||
Common stock, Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 70,715,548 | ||
Voting common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 11,932,722 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor [Line Items] | |
Auditor Location | Cincinnati, Ohio |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 66,223 | $ 576,021 |
Restricted cash | 34,257 | 1,050,000 |
Accounts receivable (less allowances — $4,256 and $3,443) | 572,525 | 429,017 |
FCC repack receivable | 773 | 12,363 |
Miscellaneous | 28,503 | 26,784 |
Total current assets | 702,281 | 2,094,185 |
Investments | 21,632 | 14,404 |
Property and equipment | 456,945 | 343,920 |
Operating lease right-of-use assets | 124,821 | 51,471 |
Goodwill | 2,913,384 | 1,203,212 |
Other intangible assets | 1,910,311 | 975,444 |
Programming | 510,316 | 138,701 |
Miscellaneous | 18,624 | 38,049 |
Total Assets | 6,658,314 | 4,859,386 |
Current liabilities: | ||
Accounts payable | 83,931 | 68,139 |
Unearned revenue | 20,000 | 14,101 |
Current portion of long-term debt | 18,612 | 10,612 |
Accrued liabilities: | ||
Employee compensation and benefits | 68,545 | 55,133 |
Programming liability | 180,269 | 72,743 |
Accrued interest | 34,973 | 16,514 |
Miscellaneous | 50,667 | 85,588 |
Other Liabilities, Current | 54,883 | 35,626 |
Total current liabilities | 511,880 | 358,456 |
Long-term debt (less current portion) | 3,129,393 | 2,923,359 |
Deferred income taxes | 356,777 | 85,844 |
Operating lease liabilities | 113,892 | 42,097 |
Other liabilities (less current portion) | 575,938 | 286,365 |
Commitments and contingencies (Note 17) | ||
Equity: | ||
Total preferred and common stock | 410,765 | 817 |
Additional paid-in capital | 1,428,460 | 1,130,789 |
Retained earnings | 205,118 | 131,778 |
Accumulated other comprehensive loss, net of income taxes | (73,909) | (100,119) |
Total equity | 1,970,434 | 1,163,265 |
Total Liabilities and Equity | 6,658,314 | 4,859,386 |
Preferred Stock | ||
Equity: | ||
Preferred stock and Preferred Stock, Series A | 0 | 0 |
Series A Preferred Stock | ||
Equity: | ||
Preferred stock and Preferred Stock, Series A | 409,939 | 0 |
Common stock, Class A | ||
Equity: | ||
Common stock, Class A and Voting | 707 | 698 |
Voting common stock | ||
Equity: | ||
Common stock, Class A and Voting | $ 119 | $ 119 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowances for accounts and notes receivable | $ 4,256 | $ 3,443 |
Stated value per share (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 |
Series A Preferred Stock | ||
Stated value per share (USD per share) | $ 100,000 | |
Preferred stock, shares outstanding | 6,000 | |
Common stock, Class A | ||
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 70,646,007 | 69,794,917 |
Common stock, shares outstanding | 70,646,007 | 69,794,917 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Revenues: | |||
Total operating revenues | $ 2,283,532 | $ 1,857,478 | $ 1,351,399 |
Operating Expenses: | |||
Cost of revenues, excluding depreciation and amortization | 1,106,226 | 929,748 | 701,835 |
Selling, general and administrative expenses, excluding depreciation and amortization | 595,105 | 497,748 | 449,879 |
Acquisition and related integration costs | 40,373 | 18,678 | 26,304 |
Restructuring costs | 9,436 | 0 | 3,370 |
Depreciation | 58,357 | 50,416 | 39,998 |
Amortization of intangible assets | 103,565 | 56,739 | 44,346 |
Losses (gains), net on disposal of property and equipment | (30,275) | 661 | (1,692) |
Total operating expenses | 1,882,787 | 1,553,990 | 1,264,040 |
Operating income | 400,745 | 303,488 | 87,359 |
Interest expense | (165,164) | (92,994) | (80,596) |
Loss on extinguishment of debt | (15,347) | 0 | 0 |
Defined benefit pension plan expense | (343) | (4,388) | (6,953) |
Gain on sale of Triton business | 81,784 | 0 | 0 |
Losses on stock warrant | (99,118) | 0 | 0 |
Miscellaneous, net | (15,469) | 2,914 | 1,194 |
Income from continuing operations before income taxes | 187,088 | 209,020 | 1,004 |
Provision for income taxes | 71,189 | 55,456 | 2,917 |
Income (loss) from continuing operations, net of tax | 115,899 | 153,564 | (1,913) |
Income (loss) from discontinued operations, net of tax | 6,813 | 115,769 | (16,465) |
Net income (loss) | 122,712 | 269,333 | (18,378) |
Preferred stock dividends | (49,372) | 0 | 0 |
Net income (loss) attributable to the shareholders of The E.W. Scripps Company | $ 73,340 | $ 269,333 | $ (18,378) |
Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company: | |||
Income (Loss) from Continuing Income (loss) from continuing operations (in dollars per share) | $ 0.79 | $ 1.84 | $ (0.02) |
Income (loss) from discontinued operations (in dollars per share) | 0.08 | 1.39 | (0.20) |
Net income (loss) per basic share of common stock (USD per share) | 0.87 | 3.23 | (0.23) |
Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company: | |||
Income (loss) from continuing operations (in dollars per share) | 0.74 | 1.83 | (0.02) |
Income (loss) from discontinued operations (in dollars per share) | 0.08 | 1.39 | (0.20) |
Net income (loss) per diluted share of common stock (USD per share) | $ 0.81 | $ 3.21 | $ (0.23) |
Weighted average shares outstanding: | |||
Basic (in shares) | 82,327 | 81,418 | 80,826 |
Diluted (in shares) | 87,979 | 81,831 | 80,826 |
Advertising | |||
Operating Revenues: | |||
Total operating revenues | $ 1,614,814 | $ 1,187,581 | $ 884,649 |
Retransmission and carriage | |||
Operating Revenues: | |||
Total operating revenues | 614,892 | 588,888 | 390,043 |
Other | |||
Operating Revenues: | |||
Total operating revenues | $ 53,826 | $ 81,009 | $ 76,707 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 122,712 | $ 269,333 | $ (18,378) |
Changes in defined benefit pension plans, net of tax of $8,086, $(328), and $(1,156) | 26,076 | (1,055) | (3,369) |
Other, net of tax of $42, $(23) and $(77) | 134 | (75) | (223) |
Total comprehensive income (loss) attributable to preferred and common stockholders | $ 148,922 | $ 268,203 | $ (21,970) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Changes in defined benefit pension plans, tax amount | $ 8,086 | $ (328) | $ (1,156) |
Changes in other, tax amount | $ 42 | $ (23) | $ (77) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 122,712 | $ 269,333 | $ (18,378) |
Income (loss) from discontinued operations, net of tax | 6,813 | 115,769 | (16,465) |
Income (loss) from continuing operations, net of tax | 115,899 | 153,564 | (1,913) |
Adjustments to reconcile net income (loss) from continuing operations to net cash flows from operating activities: | |||
Depreciation and amortization | 161,922 | 107,155 | 84,344 |
Gain on disposition of investments | 0 | 0 | (930) |
Losses (gains), net on disposal of property and equipment | (30,275) | 661 | (1,692) |
Loss on extinguishment of debt | 15,347 | 0 | 0 |
Gain on sale of Triton business | (81,784) | 0 | 0 |
Losses on stock warrant | 99,118 | 0 | 0 |
Programming assets and liabilities | (59,233) | (16,966) | 21,194 |
Impairment of goodwill and intangible assets | 7,050 | 0 | 0 |
Deferred income taxes | 9,725 | 80,641 | (5,782) |
Stock and deferred compensation plans | 25,963 | 17,859 | 14,697 |
Pension contributions, net of income/expense | (24,707) | (29,687) | (13,066) |
Other changes in certain working capital accounts, net | (4,221) | 34,094 | (109,530) |
Miscellaneous, net | (3,867) | 8,009 | 8,194 |
Net cash provided by (used in) operating activities from continuing operations | 230,937 | 355,330 | (4,484) |
Net cash provided by (used in) operating activities from discontinued operations | 6,063 | (77,936) | (22,968) |
Net operating activities | 237,000 | 277,394 | (27,452) |
Cash Flows from Investing Activities: | |||
Acquisitions, net of cash acquired | (2,677,755) | (7,103) | (1,190,422) |
Proceeds from sale of Triton Digital, net of cash disposed | 224,990 | 0 | 0 |
Proceeds from sale of WPIX television station | 0 | 83,738 | 0 |
Additions to property and equipment | (60,744) | (44,949) | (60,935) |
Acquisition of intangible assets | (430) | (1,883) | (24,864) |
Purchase of investments | (12,030) | (8,309) | (1,636) |
Proceeds from FCC repack | 20,062 | 28,365 | 6,959 |
Miscellaneous, net | 39,911 | 5,319 | 6,734 |
Net cash provided by (used in) investing activities from continuing operations | (2,465,996) | 55,178 | (1,264,164) |
Net cash provided by (used in) investing activities from discontinued operations | 10,000 | 262,244 | (343) |
Net investing activities | (2,455,996) | 317,422 | (1,264,507) |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of long-term debt | 800,000 | 1,050,000 | 1,261,175 |
Proceeds from issuance of preferred stock | 600,000 | 0 | 0 |
Payments on long-term debt | (580,999) | (10,612) | (8,728) |
Premium paid on debt extinguishment | (11,106) | 0 | 0 |
Payments for capitalized preferred stock issuance costs | (11,526) | 0 | 0 |
Payments on financing costs | (50,597) | 0 | (31,295) |
Dividends paid on common and preferred stock | (45,067) | (16,574) | (16,374) |
Repurchase of Class A Common shares | 0 | 0 | (584) |
Tax payments related to shares withheld for vested stock and RSUs | (7,174) | (2,881) | (3,831) |
Miscellaneous, net | (56) | (21,754) | 17,463 |
Net cash provided by financing activities from continuing operations | 693,475 | 998,179 | 1,217,826 |
Effect of foreign exchange rates on cash, cash equivalents and restricted cash | (20) | 58 | (13) |
Increase (decrease) in cash, cash equivalents and restricted cash | (1,525,541) | 1,593,053 | (74,146) |
Cash, cash equivalents and restricted cash: | |||
Beginning of year | 1,626,021 | 32,968 | 107,114 |
End of year | 100,480 | 1,626,021 | 32,968 |
Supplemental Cash Flow Disclosures | |||
Interest paid | 126,257 | 82,532 | 61,299 |
Income taxes paid (refunded) | 102,473 | (13,222) | 13,183 |
Non-cash investing and financing information | |||
Capital expenditures included in accounts payable | 4,145 | 2,511 | 983 |
Accrued debt issuance costs | $ 0 | $ 45,243 | $ 0 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) ("AOCI") | ||
Balance at Dec. 31, 2018 | $ 926,165 | $ 807 | $ 1,106,984 | $ (86,229) | $ (95,397) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income (loss) | (21,970) | (18,378) | (3,592) | |||||
Cash dividends: declared and paid | (16,374) | (16,374) | ||||||
Repurchase of Class A Common shares | (584) | [1] | (2) | (582) | ||||
Compensation plans: net share issued | [1] | 10,698 | 5 | 10,693 | ||||
Balance at Dec. 31, 2019 | 897,935 | 810 | 1,117,095 | (120,981) | (98,989) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income (loss) | 268,203 | 269,333 | (1,130) | |||||
Cash dividends: declared and paid | (16,574) | (16,574) | ||||||
Compensation plans: net share issued | [1] | 13,701 | 7 | 13,694 | ||||
Balance at Dec. 31, 2020 | 1,163,265 | 817 | 1,130,789 | 131,778 | (100,119) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income (loss) | 148,922 | 122,712 | 26,210 | |||||
Issuance of preferred stock, net of discount and issuance costs | 407,634 | $ 407,634 | ||||||
Preferred stock dividends | (47,067) | 2,305 | (49,372) | |||||
Stock warrant | 279,958 | 279,958 | ||||||
Compensation plans: net share issued | [1] | 17,722 | 9 | 17,713 | ||||
Balance at Dec. 31, 2021 | $ 1,970,434 | $ 409,939 | $ 826 | $ 1,428,460 | $ 205,118 | $ (73,909) | ||
[1] | * Net of tax payments related to shares withheld for vested stock and RSUs of $7,174 in 2021, $2,881 in 2020 and $3,831 in 2019. |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared (USD per share) | $ 0.20 | $ 0.20 | |
Cash dividends per share of common stock (USD per share) | $ 0.20 | $ 0.20 | |
Repurchase of Class A Common shares | 180,541 | ||
Shares issued on compensation plan | 851,090 | 767,393 | 471,198 |
Preferred stock dividends (USD Per share) | $ 7,511,000 | ||
Tax payments related to shares withheld for vested stock and RSUs | $ 7,174 | $ 2,881 | $ 3,831 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies As used in the 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. Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national media brands. All of our businesses provide content and services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: Local Media, Scripps Networks and Other. Additional information for our business segments is presented in the Notes to Consolidated Financial Statements. Basis of Presentation — Certain amounts in the prior periods have been reclassified to conform to the current period's presentation. Expense amounts that were previously reported under the captions “Employee compensation and benefits,” “Programming,” and “Other expenses” in our 2020 and 2019 Consolidated Statements of Operations have been reclassified into line items captioned as either “Cost of revenues” or “Selling, general and administrative expenses.” Cost of revenues reflects the cost of providing our broadcast signals, programming and other content to respective distribution platforms. The costs captured within the cost of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs. Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs. Concentration Risks — Our operations are geographically dispersed and we have a diverse customer base. We believe bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on our financial position, results of operations or cash flows. We derive approximately 71% of our operating revenues from advertising. Changes in the demand for such services, both nationally and in individual markets, can affect operating results. 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. Consolidation — The Consolidated Financial Statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities (VIEs) for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. Noncontrolling interest represents an owner’s share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation. Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees. Nature of Products and Services — The following is a description of principal activities from which we generate revenue. Core Advertising — Core advertising is comprised of sales to local and national customers. The advertising includes a combination of broadcast air time, as well as digital advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Advertising time is sold through a combination of local and national sales staff and national sales representative firms. Digital revenues are primarily generated from the sale of advertising to local and national customers on our local television websites, smartphone apps, tablet apps and other platforms. Political Advertising — Political advertising is generally sold through our Washington D.C. sales office. Advertising is sold to presidential, gubernatorial, Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) or other advocacy groups. Retransmission Revenues — We earn revenue from retransmission consent agreements with multi-channel video programming distributors (“MVPDs”) in our markets. The MVPDs are cable operators and satellite carriers who pay us to offer our programming to their customers. We also receive fees from over-the-top virtual MVPDs. The fees we receive are typically based on the number of subscribers in our local market and the contracted rate per subscriber. Other Products and Services — We derive revenue from sponsorships and community events through our Local Media segment. Our Scripps Networks segment offers subscription services for access to premium content to its customers. Refer to Note 16. Segment Information for further information, including revenue by significant product and service offering. Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers. Advertising — Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied. Retransmission — Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD. Cash Equivalents — Cash equivalents represent highly liquid investments with maturity of less than three months when acquired. Contract Balances — Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. We extend credit to customers based upon our assessment of the customer’s financial condition. Collateral is generally not required from customers. Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. A rollforward of the allowance for doubtful accounts is as follows: (in thousands) January 1, 2019 $ 4,221 Charged to costs and expenses 1,823 Amounts charged off, net (2,698) Balance as of December 31, 2019 3,346 Charged to costs and expenses 3,305 Amounts charged off, net (3,208) Balance as of December 31, 2020 3,443 Charged to costs and expenses 1,987 Amounts charged off, net (1,174) Balance as of December 31, 2021 $ 4,256 We record unearned revenue when cash payments are received in advance of our performance. We generally require advance payment for advertising contracts with political advertising customers. Unearned revenue totaled $20.0 million at December 31, 2021 and is expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $14.1 million at December 31, 2020. We recorded $12.6 million of revenue in 2021 that was included in unearned revenue at December 31, 2020. Assets Recognized from the Costs to Obtain a Contract with a Customer — We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We apply and use the practical expedient in the revenue guidance to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. This expedient applies to advertising sales commissions since advertising contracts are short-term in nature. In addition, we also may provide inducement payments to secure carriage agreements with distributors of our content. These inducement payments would be capitalized and amortized to expense over the term of the distribution contract. Investments — From time to time, we make investments in private companies. Investment securities can be impacted by various market risks, including interest rate risk, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. Such changes could materially affect the amounts reported in our financial statements. We record investments in private companies not accounted for under the equity method at cost, net of impairment write-downs, because no readily determinable market price is available. We regularly review our investments to determine if there has been any other-than-temporary decline in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate, among other factors, the extent to which cost exceeds fair value; the duration of the decline in fair value below cost; and the current cash position, earnings and cash forecasts and near-term prospects of the investee. We reduce the cost basis when a decline in fair value below cost is determined to be other than temporary, with the resulting adjustment charged against earnings. Property and Equipment — Property and equipment is carried at cost less depreciation. We compute depreciation using the straight-line method over estimated useful lives as follows: Buildings and improvements 15 to 45 years Leasehold improvements Shorter of term of lease or useful life Broadcast transmission towers and related equipment 15 to 35 years Other broadcast and program production equipment 3 to 15 years Computer hardware 3 to 5 years Office and other equipment 3 to 10 years Programming — Programming includes the cost of national television network programming, programming produced by us or for us by independent production companies and programs licensed under agreements with independent producers. Our network affiliation agreements require the payment of affiliation fees to the network. Network affiliation fees consist of pre-determined fixed fees in all cases and variable payments based on a share of retransmission revenues above the fixed fees for some of our agreements. Program licenses principally consist of television series and films. Program licenses generally have fixed terms, limit the number of times we can air the programs and require payments over the terms of the licenses. We record licensed program assets and liabilities when the license period has commenced and the programs are available for broadcast. We do not discount program licenses for imputed interest. We amortize program licenses based upon expected cash flows over the term of the license agreement. The costs of programming produced by us or for us by independent production companies is charged to expense over estimated useful lives based upon expected future cash flows. The realizable value of internal costs incurred for trial footage at Court TV, including employee compensation and benefits, are capitalized and amortized based upon expected future cash flows. All other internal costs to produce daily or live broadcast shows, such as news, sports or daily magazine shows, are expensed as incurred. Progress payments on programs not yet available for broadcast are recorded as deposits within programming assets. Program assets are predominantly monetized as a group on each of our respective national networks, broadcast television stations and digital content offerings. For program assets predominantly monetized within a network or television station group, when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized costs, fair value of the content is aggregated at the group level by considering expected future revenue generation. Estimates of future revenues consider historical airing patterns and future plans for airing content, including any changes in strategy. An impairment charge is recorded if the fair value of a film group is less than the film group’s carrying value. Programming and development costs for programs we have determined will not be produced, are fully expensed in the period the determination is made. For our program assets available for broadcast, estimated amortization for each of the next five years is $181.1 million in 2022, $119.0 million in 2023, $83.0 million in 2024, $49.8 million in 2025, $36.3 million in 2026 and $25.0 million thereafter. Actual amortization in each of the next five years will exceed the amounts currently recorded as program assets available for broadcast, as we will continue to produce and license additional programs. The unamortized balance of program assets are classified as non-current assets in our Consolidated Balance Sheets. Program rights liabilities payable within the next twelve months are included as current liabilities and noncurrent program rights liabilities are included in other noncurrent liabilities. FCC Repack — In April 2017, the Federal Communications Commission (the “FCC”) began a process of reallocating the broadcast spectrum (the “repack”). Specifically, the FCC is requiring certain television stations to change channels and/or modify their transmission facilities. The U.S. Congress passed legislation which provides the FCC with a fund to reimburse all reasonable costs incurred by stations operating under a full power license and a portion of the costs incurred by stations operating under a low power license that are reassigned to new channels. We record an FCC repack receivable for the amount of reimbursable costs due from the FCC, which totaled $0.8 million at December 31, 2021 and $12.4 million at December 31, 2020. The total amount of consideration currently due or that has been collected from the FCC is recorded as a deferred liability and will be recognized against depreciation expense in the same manner that the underlying FCC repack fixed assets are depreciated. Deferred FCC repack income totaled $48.0 million at December 31, 2021 and $44.9 million at December 31, 2020. Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The operating lease ROU asset also includes any payments made at or before commencement and is reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Goodwill and Other Indefinite-Lived Intangible Assets — Goodwill represents the cost of acquisitions in excess of the acquired businesses’ tangible assets and identifiable intangible assets. FCC licenses represent the value assigned to the broadcast licenses of acquired broadcast television stations. Broadcast television stations are subject to the jurisdiction of the Federal Communications Commission (“FCC”) which prohibits the operation of stations except in accordance with an FCC license. FCC licenses stipulate each station’s operating parameters as defined by channels, effective radiated power and antenna height. FCC licenses are granted for a term of up to eight years, and are renewable upon request. We have never had a renewal request denied and all previous renewals have been for the maximum term. We do not amortize goodwill or our FCC licenses, but we review them for impairment at least annually or 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. We perform our annual impairment review during the fourth quarter of each year in conjunction with our annual planning cycle. We also assess, at least annually, whether our FCC licenses, classified as indefinite-lived intangible assets, continue to have indefinite lives. We review goodwill for impairment based upon our reporting units, which are defined as operating segments or groupings of businesses one level below the operating segment level. Reporting units with similar economic characteristics are aggregated into a single unit when testing goodwill for impairment. Our reporting units are our Local Media and Scripps Networks segments. Amortizable Intangible Assets — Television network affiliations represents the value assigned to an acquired broadcast television station’s relationship with a national television network. Television stations affiliated with national television networks typically have greater profit margins than independent television stations, primarily due to audience recognition of the television station as a network affiliate. We amortize these network affiliation relationships on a straight-line basis over estimated useful lives of 20 years. We amortize customer lists and other intangible assets in relation to their expected future cash flows over estimated useful lives of up to 20 years. Impairment of Long-Lived Assets — We review long-lived assets (primarily property and equipment and amortizable intangible assets) for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the aggregate forecasted undiscounted cash flows derived from the operation of the assets to the carrying amount of the assets. If the aggregate undiscounted cash flow is less than the carrying amount of the assets, then amortizable intangible assets are written down first, followed by other long-lived assets, to fair value. We determine fair value based on discounted cash flows or appraisals. We report long-lived assets to be disposed of at the lower of carrying amount or fair value less costs to sell. Self-Insured Risks — We are self-insured, up to certain limits, for general and automobile liability, employee health, disability and workers’ compensation claims and certain other risks. Estimated liabilities for unpaid claims totaled $10.2 million at December 31, 2021 and $9.3 million at December 31, 2020. We estimate liabilities for unpaid claims using actuarial methodologies and our historical claims experience. While we re-evaluate our assumptions and review our claims experience on an ongoing basis, actual claims paid could vary significantly from estimated claims, which would require adjustments to expense. Income Taxes — We recognize deferred income taxes for temporary differences between the tax basis and reported amounts of assets and liabilities that will result in taxable or deductible amounts in future years. We establish a valuation allowance if we believe that it is more likely than not that we will not realize some or all of the deferred tax assets. We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or that we expect to take in a tax return. Interest and penalties associated with such tax positions are included in the tax provision. The liability for additional taxes and interest is included in other liabilities in the Consolidated Balance Sheets. Risk Management Contracts — We do not hold derivative financial instruments for trading or speculative purposes and we do not hold leveraged contracts. From time to time, we may use derivative financial instruments to limit the impact of interest rate fluctuations on our earnings and cash flows. Stock-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in Note 18. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs) and unrestricted Class A Common shares and performance units to key employees and non-employee directors. We recognize compensation cost based on the grant-date fair value of the award. We determine the fair value of awards that grant the employee the underlying shares by the fair value of a Class A Common share on the date of the award. Certain awards of RSUs have performance conditions under which the number of shares granted is determined by the extent to which such performance conditions are met (“Performance Shares”). Compensation costs for such awards are measured by the grant-date fair value of a Class A Common share and the number of shares earned. In periods prior to completion of the performance period, compensation costs are based upon estimates of the number of shares that will be earned. Compensation costs are recognized on a straight-line basis over the requisite service period of the award. The impact of forfeitures is recognized as they occur. The requisite service period is generally the vesting period stated in the award. Grants to retirement-eligible employees are expensed immediately and grants to employees who will become retirement eligible prior to the end of the stated vesting period are expensed over such shorter period because stock compensation grants vest upon the retirement eligibility of the employee. 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: For the years ended December 31, (in thousands) 2021 2020 2019 Numerator (for basic and diluted earnings per share) Income (loss) from continuing operations, net of tax $ 115,899 $ 153,564 $ (1,913) Less income allocated to RSUs (1,855) (3,711) — Less preferred stock dividends (49,372) — — Numerator for basic and diluted earnings per share $ 64,672 $ 149,853 $ (1,913) Denominator Basic weighted-average shares outstanding 82,327 81,418 80,826 Effect of dilutive securities: Restricted stock units 941 413 — Common stock warrant 4,711 — — Diluted weighted-average shares outstanding 87,979 81,831 80,826 |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Adopted and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards In November 2021, the Financial Accounting Standards Board ("FASB") issued new guidance for entities to provide certain disclosures for material government assistance transactions that are accounted for by applying a grant or contribution accounting model by analogy. The guidance is effective for our 2022 annual reporting period and we do not expect adoption of the guidance to have a material impact on our Consolidated Financial Statements and related disclosures. In October 2021, the FASB issued new guidance requiring entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue from contracts with customers accounting standard. The guidance will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new guidance effective January 1, 2022. The adoption of the guidance did not have an impact on our Consolidated Financial Statements. In May 2021, the FASB issued new guidance that clarifies an issuer's accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, the guidance provides a "principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense." The guidance is effective for all entities with fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We adopted the new guidance effective January 1, 2022. The adoption of the guidance did not have an impact on our Consolidated Financial Statements. In March 2020, the FASB issued new guidance that provides optional expedients and exceptions to certain accounting requirements to facilitate the transition away from the use of the London Interbank Offered Rate (LIBOR) and other interbank offered rates. The guidance is effective as of March 12, 2020 and will apply through December 31, 2022 to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We will evaluate transactions or contract modifications occurring as a result of reference rate reform to determine whether to apply the optional guidance on an ongoing basis. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions ION Acquisition On January 7, 2021, we completed the acquisition of national broadcast network ION Media Networks, Inc. ("ION") for $2.65 billion. ION is a national network of broadcast stations and is the largest holder of U.S. broadcast television spectrum. The business distributes its programming through owned Federal Communications Commission-licensed television stations as well as affiliated TV stations, reaching 100 million of U.S. homes through its over-the-air broadcast and pay TV platforms. The acquisition of ION enabled us to create a full-scale national television networks business by combining the ION network with our other news and entertainment networks. The transaction was financed with a combination of cash, debt financing and preferred equity financing, including Berkshire Hathaway's $600 million preferred equity investment in Scripps. Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share. To comply with ownership rules of the Federal Communications Commission, we simultaneously divested 23 of ION's television stations for a total consideration of $30 million, which were purchased by INYO Broadcast Holdings, LLC upon completion of the acquisition. These divested stations became independent affiliates of ION pursuant to long-term affiliation agreements. The following table summarizes the net cash consideration for the ION transaction. (in thousands) Total purchase price $ 2,650,000 Plus: Cash acquired 14,493 Plus: Working capital 57,755 Total transaction gross cash consideration 2,722,248 Less: Proceeds from ION stations divested (30,000) Total transaction net cash consideration 2,692,248 Less: Cash acquired (14,493) Total consideration, net of cash acquired $ 2,677,755 The following table summarizes the final fair values of the ION assets acquired and liabilities assumed at the closing date. (in thousands) Accounts receivable $ 135,006 Other current assets 25,353 Programming rights 169,027 Property and equipment 122,520 Operating lease right-of-use assets 72,717 Other assets 2,295 Goodwill 1,796,148 Indefinite-lived intangible assets - FCC licenses 424,200 Amortizable intangible assets: INYO affiliation agreement 422,000 Other affiliation relationships 22,000 Advertiser relationships 143,000 Trade names 72,000 Accounts payable (9,674) Unearned revenue (13,043) Accrued expenses (15,814) Current portion of programming liabilities (92,721) Other current liabilities (24,810) Programming liabilities (191,837) Deferred tax liabilities (265,291) Operating lease liabilities (78,438) Other long-term liabilities (36,883) Total consideration, net of cash acquired $ 2,677,755 During 2021, we recorded measurement period adjustments to the preliminary ION purchase price allocation as a result of ongoing valuation procedures on assets acquired and liabilities assumed. These adjustments included increases in property and equipment of $59.4 million and advertiser relationships of $4.0 million, as well as decreases in FCC licenses of $9.5 million and INYO and other affiliation relationships of $14.0 million. The estimated amortization period for certain intangible assets were adjusted as well. These adjustments in fair value also resulted in an increase to the deferred tax liability of $10.2 million. The impact of the measurement period adjustments to our results of operations resulted in increases to previously reported depreciation and amortization expense of $2.0 million in 2021. Of the value allocated to amortizable intangible assets, the INYO affiliation agreement has an estimated amortization period of 20 years, advertiser relationships have an estimated amortization period of 7 years, other affiliation relationships have an estimated amortization period of 10 years and the value allocated to trade names has an estimated amortization period of 10 years. Determination of the value allocated to these intangible assets involved the use of certain assumptions, including forecasts of future revenues and operating expenses as well as the selection of discount rates and assumed future probability of renewal of agreements. The goodwill of $1.8 billion arising from the transactions consists largely of synergies, economies of scale and other benefits of a larger national broadcast footprint and becoming the largest holder of broadcast spectrum. We allocated the goodwill to our Scripps Networks segment. The transaction is accounted for as a stock acquisition which applies carryover tax basis to the assets and liabilities acquired. The goodwill is not deductible for income tax purposes. From the January 7, 2021 acquisition date through December 31, 2021, revenues from ION's operations of $543 million have been included in the accompanying Consolidated Statements of Operations. Acquisition and integration costs related to the transaction, including legal and professional fees and severance costs, totaled $38.1 million for the year ended December 31, 2021. KCDO Television Station On November 20, 2020, we closed on the acquisition of the KCDO television station in the Denver, Colorado market. Included in the sale was KSBS-CD, a lower power translator of KCDO. Consideration for the transaction totaled $9.6 million. The purchase price allocation attributed value of $6.9 million to the acquired FCC license, $1.7 million to goodwill, $0.9 million to property and equipment and the remainder to various working capital accounts. 2019 Television Stations Acquisitions On September 19, 2019, we closed on the acquisition of eight television stations in seven markets from the Nexstar Media Group, Inc. ("Nexstar") transaction with Tribune Media Company ("Tribune"). Cash consideration for the transaction totaled $582 million. Seven of the stations were operated by Tribune, and its subsidiaries, and one was operated by Nexstar. Nexstar was required to divest these stations in order to complete its acquisition of Tribune. On May 1, 2019, we acquired 15 television stations in 10 markets from Cordillera Communications, LLC ("Cordillera"), for $521 million in cash, plus a working capital adjustment of $23.9 million. In the second quarter of 2020, we received cash consideration and reduced the purchase price by $2.5 million related to an indemnification claim on certain acquired assets. Effective January 1, 2019, we acquired three television stations owned by Raycom Media ("Raycom") — Waco, Texas ABC affiliate KXXV/KRHD and Tallahassee, Florida ABC affiliate WTXL — for $55 million in cash. These stations were being divested as part of Gray Television's acquisition of Raycom. The following table summarizes the final fair values of the Raycom, Cordillera and Nexstar-Tribune assets acquired and liabilities assumed at the closing dates. (in thousands) Raycom Cordillera Nexstar- Tribune Total Accounts receivable $ — $ 26,770 $ — $ 26,770 Current portion of programming — — 11,997 11,997 Other current assets — 986 3,541 4,527 Property and equipment 11,721 53,734 61,569 127,024 Operating lease right-of-use assets 296 4,667 82,447 87,410 Programming (less current portion) — — 9,830 9,830 Goodwill 18,349 251,681 168,196 438,226 Indefinite-lived intangible assets - FCC licenses 6,800 26,700 176,000 209,500 Amortizable intangible assets: Television network affiliation relationships 17,400 169,400 181,000 367,800 Advertiser relationships 700 5,900 7,100 13,700 Other intangible assets — 13,000 — 13,000 Accounts payable — (15) — (15) Accrued expenses — (5,750) (4,586) (10,336) Current portion of programming liabilities — — (16,211) (16,211) Other current liabilities — (280) (3,185) (3,465) Programming liabilities — — (15,607) (15,607) Operating lease liabilities (296) (4,387) (79,766) (84,449) Net purchase price $ 54,970 $ 542,406 $ 582,325 $ 1,179,701 Of the value allocated to amortizable intangible assets, television network affiliation relationships have an estimated amortization period of 20 years, advertiser relationships have estimated amortization periods of 5-10 years and the value allocated to a shared services agreement has an estimated amortization period of 20 years. The goodwill of $438 million arising from the transactions consists largely of synergies, economies of scale and other benefits of a larger broadcast footprint. We allocated the goodwill to our Local Media segment. We treated the transactions as asset acquisitions for income tax purposes resulting in a step-up in the assets acquired. The goodwill is deductible for income tax purposes. Pro forma results of operations Pro forma results of operations, assuming the ION acquisition had taken place at the beginning of 2020, are presented in the following table. The pro forma results do not include KCDO, as the impact of this acquisition, individually or in the aggregate, is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and ION (excluding the results of the divested stations sold to INYO), as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisition, or retrospective fair value adjustments to the warrant. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period. For the years ended December 31, (in thousands, except per share data) (unaudited) 2021 2020 Operating revenues $ 2,290,254 $ 2,395,650 Net income attributable to Scripps shareholders 101,146 275,658 Net income per share: Basic $ 1.19 $ 3.30 Diluted 1.12 3.29 Pro forma results in 2020 include $47.5 million of non-recurring transaction costs. The pro forma results in 2021 reflect a $38.1 million reversal of ION transaction costs incurred that are already being captured in the 2020 pro forma results. Pending acquisition On January 5, 2022, we acquired Nuvyyo for net cash consideration totaling $12.1 million. Nuvyyo provides consumers DVR product solutions to watch and record free over-the-air HDTV on connected devices. |
Asset Write-Downs and Other Cha
Asset Write-Downs and Other Charges and Credits | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Asset Write-Downs and Other Charges and Credits | Asset Write-Downs and Other Charges and Credits Income from continuing operations before income taxes was affected by the following: 2021 — Acquisition and related integration costs of $40.4 million primarily reflect investment banking, legal and professional service costs incurred to complete and integrate the ION Media Networks, Inc. acquisition, which closed on January 7, 2021. Restructuring costs totaled $9.4 million in 2021 due to the Newsy restructuring plan. In the first quarter, we incurred costs of $7.1 million for the write-downs of both capitalized carriage agreement payments and certain Newsy intangible assets. The additional Newsy restructuring charges were primarily attributed to employee severance, relocation costs and Nielsen contract costs. We completed the building sale for our Denver KMGH television station in the third quarter of 2021. The sale resulted in recognition of a pre-tax gain totaling $32.6 million. We redeemed the outstanding principal amount of our 2025 Senior Notes during the second quarter of 2021. Additionally, during the fourth quarter of 2021, we redeemed $15.4 million of the 2027 Senior Notes and $22.0 million of the 2031 Senior Notes. These redemptions resulted in a loss on extinguishment of debt of $15.3 million, representing the premiums paid on the notes and write-offs of unamortized debt financing costs. During the first quarter of 2021, we completed the sale of our Triton business. The sale generated total net proceeds of $225 million and we recognized a pre-tax gain from disposition totaling $81.8 million. Related to our outstanding common stock warrant, we recognized non-cash charges totaling $99.1 million in 2021. The warrant obligation was being marked-to-market each reporting period with the increase in our common stock price being the significant contributor to higher valuation. Following an amendment to the common stock warrant agreement on May 14, 2021, the fair value of the warrant was reclassified to equity and is no longer marked-to-market each reporting period. 2020 — Acquisition and related integration costs of $18.7 million reflect contract termination costs and professional service costs incurred to integrate the Cordillera and Nexstar-Tribune television stations, as well as costs incurred leading up to the ION Media Networks, Inc. transaction, which closed in January 2021. 2019 — Acquisition and related integration costs of $26.3 million reflect investment banking and legal fees incurred to complete the 2019 acquisitions, as well as professional service costs incurred to integrate Triton and the Raycom, Cordillera and Nexstar-Tribune television stations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We file a consolidated federal income tax return, consolidated unitary returns in certain states, other separate state income tax returns for certain of our subsidiary companies, and applicable foreign returns. The provision for income taxes from continuing operations consisted of the following: For the years ended December 31, (in thousands) 2021 2020 2019 Current: Federal $ 52,145 $ (13,235) $ 6,653 State and local 9,096 2,478 2,235 Foreign (48) 107 (6) Total current income tax provision (benefit) 61,193 (10,650) 8,882 Deferred: Federal 6,616 57,755 (6,346) State and local 3,087 8,902 206 Foreign 293 (551) 175 Total deferred income tax provision (benefit) 9,996 66,106 (5,965) Provision for income taxes $ 71,189 $ 55,456 $ 2,917 The difference between the statutory rate for federal income tax and the effective income tax rate was as follows: For the years ended December 31, 2021 2020 2019 Statutory rate 21.0 % 21.0 % 21.0 % Effect of: State and local income taxes, net of federal tax benefit 5.6 4.5 212.7 Non-deductible mark-to-market losses 11.5 — — Excess tax benefits from stock-based compensation (0.9) 0.5 (60.4) Nondeductible expenses 0.2 0.4 118.7 Reserve for uncertain tax positions (0.8) 0.7 (13.7) Other 1.5 (0.6) 12.2 Effective income tax rate 38.1 % 26.5 % 290.5 % A non-deductible expense of $102.6 million was recorded in 2021 related to preferred stock issuance costs and unrealized losses on mark-to-market adjustments recorded on the common stock warrant issued in connection with the ION acquisition. The approximate effect of the temporary differences giving rise to deferred income tax assets (liabilities) were as follows: As of December 31, (in thousands) 2021 2020 Temporary differences: Property and equipment $ (54,292) $ (31,003) Goodwill and other intangible assets (378,978) (119,074) Investments, primarily gains and losses not yet recognized for tax purposes 2,886 (2,989) Accrued expenses not deductible until paid 10,867 7,748 Deferred compensation and retiree benefits not deductible until paid 37,317 46,242 Operating lease right-of-use assets (31,507) (12,480) Operating lease liabilities 33,174 12,089 Interest limitation carryforward 7 — Other temporary differences, net 12,354 966 Total temporary differences (368,172) (98,501) Federal and state net operating loss carryforwards 23,863 15,532 Valuation allowance for state deferred tax assets (12,468) (2,875) Net deferred tax liability $ (356,777) $ (85,844) Total state operating loss carryforwards were $614 million at December 31, 2021. Our state tax loss carryforwards expire through 2040. Because we file separate state income tax returns for certain of our subsidiary companies, we are not able to use state tax losses of a subsidiary company to offset state taxable income of another subsidiary company. The Company recognizes 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. The Company has not provided for income taxes, including withholding tax, U.S. state taxes, or tax on foreign exchange rate changes, associated with the undistributed earnings of our non-U.S. subsidiaries because we plan to indefinitely reinvest the unremitted earnings in these entities. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted and signed into law. The CARES Act includes several provisions for corporations including increasing the amount of deductible interest, allowing companies to carryback certain net operating losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect our year-to-date income tax provision. We received an additional tax refund of $14.0 million from the carryback of NOLs to prior periods in October 2020. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed and enacted into law, which provided an additional stimulus package providing financial relief for individuals and small businesses. The Appropriations Act contains a variety of tax provisions, including full expensing of business meals in 2021 and 2022, an expansion of the Paycheck Protection Program, and expansion of the employee retention tax credit. We continue to evaluate the Appropriations Act, but do not currently expect it to have a material impact on our income tax provision. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Gross unrecognized tax benefits at beginning of year $ 2,376 $ 576 $ 1,112 Increases in tax positions for prior years 22,348 166 87 Decreases in tax positions for prior years — (141) (387) Increases in tax positions for current years 3,164 1,661 — Decreases in tax positions for current years — — (167) Increases (decreases) from lapse in statute of limitations (4,234) 114 (69) Decreases due to settlements with taxing authorities (13,082) — — Gross unrecognized tax benefits at end of year $ 10,572 $ 2,376 $ 576 The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $9.0 million at December 31, 2021. We accrue interest and penalties related to unrecognized tax benefits in our provision for income taxes. At December 31, 2021 and 2020, we had accrued interest related to unrecognized tax benefits of $1.5 million and less than $0.1 million, respectively, and penalties of $0.9 million at December 31, 2021. We file income tax returns in the U.S. and in various state and local jurisdictions. We are routinely examined by tax authorities in these jurisdictions. At December 31, 2021, we are no longer subject to federal income tax examinations for years prior to 2018. For state and local jurisdictions, we are generally no longer subject to income tax examinations for years prior to 2017. Due to the potential for resolution of federal and state examinations, and the expiration of various statutes of limitation, it is reasonably possible that our gross unrecognized tax benefits balance may change within the next twelve months by as much as $0.3 million. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted CashAt December 31, 2021 and 2020, we had restricted cash of $34.3 million and $1.1 billion, respectively. The December 31, 2021 balance reflects restricted cash held in escrow from the KMGH Denver television station building sale, which was received in January 2022. The December 31, 2020 restricted balance represents the senior secured notes and senior unsecured notes proceeds that were segregated as financing for the January 7, 2021 closing of the ION Media Networks, Inc. acquisition. Refer to Note 11. Long-Term Debt and Note 3. Acquisitions for further information on the $550 million Senior Secured Notes and $500 million Senior Unsecured Notes that were issued on December 30, 2020. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments [Abstract] | |
Investments | Investments Investments consisted of the following: As of December 31, (in thousands) 2021 2020 Investments held at cost $ 15,431 $ 4,564 Equity method investments 6,201 9,840 Total investments $ 21,632 $ 14,404 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: As of December 31, (in thousands) 2021 2020 Land and improvements $ 65,559 $ 62,655 Buildings and improvements 204,819 183,516 Equipment 575,920 447,139 Computer software 29,029 25,888 Total 875,327 719,198 Accumulated depreciation 418,382 375,278 Net property and equipment $ 456,945 $ 343,920 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for office space, data centers and certain equipment. Our leases have remaining lease terms of 1 year to 30 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. Operating lease costs recognized in our Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 totaled $24.3 million and $21.0 million, including short-term lease costs of $1.8 million and $0.5 million, respectively. Other information related to our operating leases was as follows: As of December 31, (in thousands, except lease term and discount rate) 2021 2020 Balance Sheet Information Right-of-use assets $ 124,821 $ 51,471 Other current liabilities 20,066 9,623 Operating lease liabilities 113,892 42,097 Weighted Average Remaining Lease Term Operating leases 8.35 years 7.64 years Weighted Average Discount Rate Operating leases 4.16 % 5.96 % For the years ended (in thousands) 2021 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities $ 22,477 $ 19,028 Right-of-use assets obtained in exchange for lease obligations 17,835 5,235 Future minimum lease payments under non-cancellable operating leases as of December 31, 2021 were as follows: (in thousands) Operating 2022 $ 27,477 2023 24,063 2024 21,133 2025 17,005 2026 15,019 Thereafter 54,495 Total future minimum lease payments 159,192 Less: Imputed interest (25,234) Total $ 133,958 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill by business segment was as follows: (in thousands) Local Media Scripps Networks Other Total Gross balance as of December 31, 2018 $ 708,133 $ 232,742 $ 113,279 $ 1,054,154 Accumulated impairment losses (216,914) (21,000) (29,403) (267,317) Net balance as of December 31, 2018 491,219 211,742 83,876 786,837 Sale of Cracked — — (29,403) (29,403) Removal of Cracked accumulated impairment loss due to sale — — 29,403 29,403 Television stations acquisitions 435,726 — — 435,726 Omny acquisition — — 5,336 5,336 Triton acquisition adjustment — — (3,220) (3,220) Balance as of December 31, 2019 $ 926,945 $ 211,742 $ 85,992 $ 1,224,679 Gross balance as of December 31, 2019 $ 1,143,859 $ 232,742 $ 85,992 $ 1,462,593 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2019 926,945 211,742 85,992 1,224,679 Television stations acquisitions adjustments 2,500 — — 2,500 KCDO acquisition 1,679 — — 1,679 Sale of WPIX (24,997) — — (24,997) Sale of Weathersphere (633) — — (633) Omny acquisition adjustment — — (16) (16) Balance as of December 31, 2020 $ 905,494 $ 211,742 $ 85,976 $ 1,203,212 Gross balance as of December 31, 2020 $ 1,122,408 $ 232,742 $ 85,976 $ 1,441,126 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2020 905,494 211,742 85,976 1,203,212 ION acquisition — 1,796,148 — 1,796,148 Sale of Triton — — (85,976) (85,976) Balance as of December 31, 2021 $ 905,494 $ 2,007,890 $ — $ 2,913,384 Gross balance as of December 31, 2021 $ 1,122,408 $ 2,028,890 $ — $ 3,151,298 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2021 $ 905,494 $ 2,007,890 $ — $ 2,913,384 Other intangible assets consisted of the following: As of December 31, (in thousands) 2021 2020 Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 1,060,244 $ 616,244 Customer lists and advertiser relationships 217,400 102,900 Other 130,265 104,445 Total carrying amount 1,407,909 823,589 Accumulated amortization: Television network affiliation relationships (168,021) (113,950) Customer lists and advertiser relationships (77,711) (53,232) Other (32,881) (37,778) Total accumulated amortization (278,613) (204,960) Net amortizable intangible assets 1,129,296 618,629 Indefinite-lived intangible assets — FCC licenses 781,015 356,815 Total other intangible assets $ 1,910,311 $ 975,444 Estimated amortization expense of intangible assets for each of the next five years is $94.4 million in 2022, $90.8 million in 2023, $89.5 million in 2024, $87.7 million in 2025, $84.7 million in 2026 and $682.2 million in later years. Goodwill and indefinite-lived intangible 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, or respective indefinite-lived intangible assets, 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. We determine fair values using market data, appraised values and discounted cash flow analyses. The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows derived from the business and the period of time over which those cash flows will occur, as well as to determine an appropriate discount rate. The determination of the discount rate is based on a cost of capital model, using a risk-free rate, adjusted by a stock-beta adjusted risk premium and a size premium. While we believe the estimates and judgments used in determining the fair values were appropriate, different assumptions with respect to future cash flows, long-term growth rates and discount rates, could produce different estimates of fair value. If the fair value of a reporting unit, or respective FCC license, is less than its carrying value, then an impairment exists and an impairment charge is recorded. In the fourth quarter of 2021 and 2020, we completed our annual impairment tests on goodwill and FCC licenses. The results of the tests indicated that the estimated fair value of our reporting units and FCC licenses exceeded their respective carrying values. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: As of December 31, (in thousands) 2021 2020 Revolving credit facility $ — $ — Senior secured notes, due in 2029 550,000 550,000 Senior unsecured notes, due in 2025 — 400,000 Senior unsecured notes, due in 2027 484,655 500,000 Senior unsecured notes, due in 2031 477,958 500,000 Term loan, due in 2024 287,250 290,250 Term loan, due in 2026 744,049 751,660 Term loan, due in 2028 667,000 — Total outstanding principal 3,210,912 2,991,910 Less: Debt issuance costs and issuance discounts (62,907) (57,939) Less: Current portion (18,612) (10,612) Net carrying value of long-term debt 3,129,393 2,923,359 Fair value of long-term debt * $ 3,249,278 $ 3,064,194 * The fair values of debt are estimated based on either quoted private market transactions or observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy. Scripps Senior Secured Credit Agreement On January 7, 2021, we entered into the Sixth Amendment to the Third Amended Restated Credit Agreement ("Sixth Amendment"). Under the Sixth Amendment, the capacity of our Revolving Credit Facility was increased from $210 million to $400 million. Additionally, the Sixth Amendment extended the facility's maturity date to the earlier of January 2026 or 91 days prior to the stated maturity date for any of our existing loans and our existing unsecured notes that mature within the facility's term. 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. 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 weighted-average interest rate over the period we had a drawn revolver balance in 2020 was 2.46%. As of December 31, 2021, we had no borrowings under the Revolving Credit Facility. As of December 31, 2021 and 2020, we had outstanding letters of credit totaling $6.9 million and $6.0 million, respectively, under the Revolving Credit Facility. On October 2, 2017, we issued a $300 million term loan B which matures in October 2024 ("2024 term loan"). Interest is currently payable on the 2024 term loan at a rate based on LIBOR, plus a fixed margin of 2.00%. Interest will reduce to a rate of LIBOR plus a fixed margin of 1.75% if the Company's total net leverage, as defined by the amended agreement, is below 2.75. The 2024 term loan requires annual principal payments of $3 million. As of December 31, 2021 and 2020, the interest rate on the 2024 term loan was 2.10% and 2.15%, respectively. The weighted-average interest rate on the 2024 term loan was 2.09% and 2.15% in 2021 and 2020, respectively. On May 1, 2019, we issued a $765 million term loan B ("2026 term loan") that matures in May 2026. Interest is currently payable on the 2026 term loan at a rate based on LIBOR, plus a fixed margin of 2.56%. The 2026 term loan requires annual principal payments of $7.6 million. Deferred financing costs and an original issuance discount totaled approximately $23.0 million with this term loan, which are being amortized over the life of the loan. As of December 31, 2021 and 2020, the interest rate on the 2026 term loan was 3.31% and 2.65%, respectively. The weighted-average interest rate on the 2026 term loan was 3.31% and 2.65% in 2021 and 2020, respectively. Under the Sixth Amendment, we also issued an $800 million term loan B ("2028 term loan") that contributed to the financing of the ION acquisition. The term loan matures in 2028 with interest payable at rates based on LIBOR, plus a fixed margin of 3.00%. Additionally, the Sixth Amendment provided that the LIBOR rate could not be less than 0.75% for our term loans that mature in 2026 and 2028. The 2028 term loan requires annual principal payments of $8.0 million. We incurred deferred financing costs totaling $23.4 million related to this term loan and the amendment to the Revolving Credit Facility, which are being amortized over the life of the term loan. During 2021, we made additional principal payments on the 2028 term loan totaling $125 million and wrote off $3.1 million of deferred financing costs related to this term loan to interest expense. As of December 31, 2021, the interest rate on the 2028 term loan was 3.75%. The weighted-average interest rate on the 2028 term loan was 3.75% in 2021. The Senior Secured Credit Agreement contains covenants that limit our ability to incur additional debt and provides for restrictions on certain payments (dividends and share repurchases). Additionally, we must be in compliance with certain leverage ratios in order to proceed with acquisitions. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. 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. In addition, the Revolving Credit Facility contains a covenant to comply with a maximum first lien net leverage ratio of 4.75 to 1.0 when we have outstanding borrowings on the facility. As of December 31, 2021, we were in compliance with our financial covenants. 2029 Senior Secured Notes On December 30, 2020, we issued $550 million of senior secured notes (the "2029 Senior Notes"), which bear interest at a rate of 3.875% per annum and mature on January 15, 2029. The proceeds of the 2029 Senior Notes were deposited into a segregated escrow account. The escrow account was subsequently released on January 7, 2021 and used toward the financing of the ION acquisition (See Note 3). The 2029 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15, commencing on July 15, 2021. Prior to January 15, 2024 we may redeem up to 40% of the aggregate principal amount of the 2029 Senior Notes at a redemption price of 103.875% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the 2029 Senior Notes before January 15, 2024 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 15, 2024 and before January 15, 2026, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2029 Senior Notes may require us to repurchase some or all of the notes. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. The 2029 Senior Notes are guaranteed by us and the majority of our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement. Following the release of the proceeds from escrow on January 7, 2021, the notes became secured, on a first lien basis, from pledges of equity interests in our subsidiaries and by substantially all of the existing and future assets of Scripps. The 2029 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. We incurred approximately $13.8 million of deferred financing costs in connection with the issuance of the 2029 Senior Notes, which are being amortized over the life of the notes. 2025 Senior Unsecured Notes On April 28, 2017, we issued $400 million of senior unsecured notes (the "2025 Senior Notes"), which bear interest at a rate of 5.125% per annum and mature on May 15, 2025. The 2025 Senior Notes were priced at 100% of par value and interest is payable semi-annually on May 15 and November 15. On or after May 15, 2020 and before May 15, 2023, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. We incurred approximately $7.0 million of deferred financing costs in connection with the issuance of the 2025 Senior Notes, which are being amortized over the life of the notes. On May 15, 2021, we redeemed all the outstanding principal amount of the 2025 Senior Notes for a redemption price equal to 102.563% of the aggregate principal amount plus accrued and unpaid interest. The redemption resulted in a loss on extinguishment of debt of $13.8 million, representing the premium paid to retire the notes and write-off of unamortized debt financing costs. The notes were redeemed with cash on hand. 2027 Senior Unsecured Notes On July 26, 2019, we issued $500 million of senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on July 15, 2027 ("the 2027 Senior Notes"). The 2027 Senior Notes were priced at 100% of par value and interest is payable semi-annually on July 15 and January 15. Prior to July 15, 2022, we may redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes at a redemption price of 105.875% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the notes before July 15, 2022 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after July 15, 2022 and before July 15, 2025, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes. The 2027 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. There are no registration rights associated with the 2027 Senior Notes. We incurred approximately $10.7 million of deferred financing costs in connection with the issuance of the 2027 Senior Notes, which are being amortized over the life of the notes. During the fourth quarter of 2021, we redeemed $15.4 million of the 2027 Senior Notes at a weighted-average redemption price equal to 103.94% of the aggregate principal amount plus accrued and unpaid interest. The redemption resulted in a loss on extinguishment of debt of $0.9 million, representing the premium paid on the notes and write-off of unamortized debt financing costs. 2031 Senior Unsecured Notes On December 30, 2020, we issued $500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375% per annum and mature on January 15, 2031. The proceeds of the 2031 Senior Notes were deposited into a segregated escrow account. The escrow account was subsequently released on January 7, 2021 and used toward the financing of the ION acquisition (See Note 3). The 2031 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15, commencing on July 15, 2021. Prior to January 15, 2024 we may redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes at a redemption price of 105.375% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 15, 2026 and before January 15, 2029, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2031 Senior Notes may require us to repurchase some or all of the notes. The 2031 Senior Notes are also guaranteed by us and the majority of our subsidiaries. The 2031 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. We incurred approximately $12.5 million of deferred financing costs in connection with the issuance of the 2031 Senior Notes, which are being amortized over the life of the notes. During the fourth quarter of 2021, we redeemed $22.0 million of the 2031 Senior Notes at a weighted-average redemption price equal to 101.13% of the aggregate principal amount plus accrued and unpaid interest. The redemption resulted in a loss on extinguishment of debt of $0.6 million, representing the premium paid on the notes and write-off of unamortized debt financing costs. Debt Repurchase Authorization In May 2021, our Board of Directors provided additional debt repurchase program authorization pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization currently permits an aggregate principal amount reduction of up to $562.6 million and expires on March 1, 2023. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement We measure certain financial assets and liabilities at fair value on a recurring basis, such as cash equivalents. The fair values of these financial assets were determined based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of input are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs, other than quoted market prices in active markets, that are observable either directly or indirectly. • Level 3 — Unobservable inputs based on our own assumptions. The following tables set forth our assets that are measured at fair value on a recurring basis at December 31, 2021 and 2020: December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Cash equivalents $ 32,536 $ 32,536 $ — $ — December 31, 2020 (in thousands) Total Level 1 Level 2 Level 3 Cash equivalents $ 539,891 $ 539,891 $ — $ — |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities Other liabilities consisted of the following: As of December 31, (in thousands) 2021 2020 Employee compensation and benefits $ 29,175 $ 34,020 Deferred FCC repack income 47,977 44,945 Programming liability 352,686 33,481 Liability for pension benefits 102,831 161,845 Liabilities for uncertain tax positions 12,280 2,332 Other 30,989 9,742 Other liabilities (less current portion) $ 575,938 $ 286,365 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
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: For the years ended December 31, (in thousands) 2021 2020 2019 Accounts receivable $ (31,624) $ (40,524) $ (98,714) Other current assets 12,488 22,644 (11,056) Accounts payable 18,534 19,520 1,572 Accrued employee compensation and benefits 4,073 11,915 877 Accrued interest 18,459 1,162 12,726 Other accrued liabilities 2,336 (5,918) 4,239 Unearned revenue (7,080) 3,397 358 Other, net (21,407) 21,898 (19,532) Total $ (4,221) $ 34,094 $ (109,530) The following table reconciles cash and cash equivalents and restricted cash in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows. As of December 31, (in thousands) 2021 2020 2019 Cash and cash equivalents $ 66,223 $ 576,021 $ 32,968 Restricted cash 34,257 1,050,000 — Total cash, cash equivalents and restricted cash, end of year $ 100,480 $ 1,626,021 $ 32,968 As disclosed in Note 6. Restricted Cash, the December 31, 2021 restricted cash balance reflects cash held in escrow from the KMGH Denver television station building sale, which was received in January 2022. The December 31, 2020 restricted cash balance represents the senior secured notes and senior unsecured notes proceeds that were segregated as financing for the January 7, 2021 closing of the ION Media Networks, Inc. acquisition. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). Both the defined benefit plan 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. Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans. We use a December 31 measurement date for our retirement plans. Retirement plans expense is based on valuations as of the beginning of each year. The components of the expense consisted of the following: For the years ended December 31, (in thousands) 2021 2020 2019 Interest cost $ 16,465 $ 19,799 $ 23,287 Expected return on plan assets, net of expenses (23,235) (21,016) (19,974) Amortization of actuarial loss and prior service cost 6,210 4,672 2,622 Total for defined benefit plans (560) 3,455 5,935 Multi-employer plans — 5 132 SERPs 903 933 1,018 Defined contribution plan 14,394 14,074 10,494 Net periodic benefit cost 14,737 18,467 17,579 Allocated to discontinued operations — (522) (447) Net periodic benefit cost - continuing operations $ 14,737 $ 17,945 $ 17,132 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Actuarial gain/(loss) $ 27,318 $ (5,296) $ (5,478) Amortization of actuarial loss and prior service cost 6,210 4,672 2,622 Total $ 33,528 $ (624) $ (2,856) In addition to the amounts summarized above, amortization of actuarial losses related to our SERPs recognized through other comprehensive income was $0.3 million, $0.3 million and $0.2 million in 2021, 2020 and 2019, respectively. We recognized an actuarial gain for our SERPs of $0.3 million in 2021 and actuarial losses of $1.0 million and $1.9 million in 2020 and 2019, respectively. Assumptions used in determining the annual retirement plans expense were as follows: 2021 2020 2019 Discount rate 2.64 % 3.40% 4.38% Long-term rate of return on plan assets 5.50 % 5.50 % 5.50 % The discount rate used to determine our future pension obligations is based on a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans. The expected long-term rate of return on plan assets is based upon the weighted-average expected rate of return and capital market forecasts for each asset class employed. Changes in other key actuarial assumptions affect the determination of the benefit obligations as of the measurement date and the calculation of net periodic benefit costs in subsequent periods. Obligations and Funded Status — The defined benefit pension plan obligations and funded status are actuarially valued as of the end of each year. The following table presents information about our employee benefit plan assets and obligations: Defined Benefit Plan SERPs For the years ended December 31, (in thousands) 2021 2020 2021 2020 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 637,165 $ 593,591 $ 18,890 $ 18,541 Interest cost 16,465 19,799 473 586 Benefits paid (31,616) (31,576) (1,028) (1,236) Actuarial (gains)/losses (18,705) 55,351 (312) 999 Projected benefit obligation at end of year 603,309 637,165 18,023 18,890 Plan assets: Fair value at beginning of year 492,827 420,699 — — Actual return on plan assets 31,848 71,071 — — Company contributions 24,089 32,633 1,028 1,236 Benefits paid (31,616) (31,576) (1,028) (1,236) Fair value at end of year 517,148 492,827 — — Funded status $ (86,161) $ (144,338) $ (18,023) $ (18,890) Amounts recognized in Consolidated Balance Sheets: Current liabilities $ — $ — $ (1,353) $ (1,383) Noncurrent liabilities (86,161) (144,338) (16,670) (17,507) Total $ (86,161) $ (144,338) $ (18,023) $ (18,890) Amounts recognized in accumulated other comprehensive loss consist of: Net actuarial loss $ 90,197 $ 123,707 $ 7,364 $ 7,999 Prior service cost 370 388 — — During 2021, net actuarial gains decreased our benefit obligation primarily due to a year-over-year increase in the discount rate assumption, whereas in 2020, net actuarial losses increased our benefit obligation primarily due to a year-over-year decrease in the discount rate assumption. The recognized actuarial gains/losses are recorded in accumulated other comprehensive income (loss) and are reflected in the table above. Information for plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets was as follows: Defined Benefit Plan SERPs As of December 31, (in thousands) 2021 2020 2021 2020 Accumulated benefit obligation $ 603,309 $ 637,165 $ 18,023 $ 18,890 Projected benefit obligation 603,309 637,165 18,023 18,890 Fair value of plan assets 517,148 492,827 — — Assumptions used to determine the defined benefit pension plan benefit obligation were as follows: 2021 2020 2019 Weighted average discount rate 2.95 % 2.64 % 3.40 % In 2022, we expect to contribute $1.4 million to fund our SERPs and $25.0 million to fund our qualified defined benefit pension plan. Estimated future benefit payments expected to be paid from the plans for the next ten years are $32.9 million in 2022, $33.4 million in 2023, $34.0 million in 2024, $34.6 million in 2025, $34.9 million in 2026 and a total of $177.1 million for the five years ending 2031. Plan Assets and Investment Strategy Our long-term investment strategy for pension assets is to earn a rate of return over time that minimizes future contributions to the plan while reducing the volatility of pension assets relative to pension liabilities. The strategy reflects the fact that we have frozen the accrual of service credits under our plans which cover the majority of employees. We evaluate our asset allocation target ranges for equity, fixed income and other investments annually. We monitor actual asset allocations quarterly and adjust as necessary. We control risk through diversification among multiple asset classes, managers and styles. Risk is further monitored at the manager and asset class level by evaluating performance against appropriate benchmarks. Information related to our pension plan asset allocations by asset category were as follows: Target Percentage of plan assets 2022 2021 2020 US equity securities 15 % 15 % 16 % Non-US equity securities 30 % 35 % 39 % Fixed-income securities 50 % 49 % 44 % Other 5 % 1 % 1 % Total 100 % 100 % 100 % U.S. equity securities include common stocks of large, medium and small capitalization companies, which are predominantly U.S. based. Non-U.S. equity securities include companies domiciled outside of the U.S. and American depository receipts. Fixed-income securities include securities issued or guaranteed by the U.S. government, mortgage backed securities and corporate debt obligations. Other investments include real estate funds and cash equivalents. Under our asset allocation strategy, approximately 50% of plan assets are invested in a portfolio of fixed income securities with a duration approximately that of the projected payment of benefit obligations. The remaining 50% of plan assets are invested in equity securities and other return-seeking assets. The expected long-term rate of return on plan assets is based primarily upon the target asset allocation for plan assets and capital markets forecasts for each asset class employed. The following table presents our plan assets as of December 31, 2021 and 2020: As of December 31, (in thousands) 2021 2020 Equity securities Common/collective trust funds $ 261,810 $ 274,810 Fixed income Common/collective trust funds 252,731 215,444 Cash equivalents 2,607 2,573 Fair value of plan assets $ 517,148 $ 492,827 Our investments are valued using net asset value as a practical expedient as allowed under U.S. GAAP and therefore are not valued using the fair value hierarchy. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We determine our business segments based upon our management and internal reporting structure, as well as the basis that our chief operating decision maker makes resource allocation decisions. Effective with the January 7, 2021 close of the ION acquisition, we realigned our internal reporting structure and changed the reporting of our businesses’ operating results to reflect this new structure. Under the new structure, our operating results are reported under Local Media, Scripps Networks and Other segment captions. Our Local Media segment includes our 61 local broadcast stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 12 CW affiliates - four on full power stations and eight on multicast; five independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunication companies, satellite carriers and over-the-top virtual MVPDs. Our Scripps Networks segment, which includes the recently acquired ION business, is comprised of nine national television networks that reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and digital distribution. These operations earn revenue primarily through the sale of advertising. The operating results of the sold Triton business, and our other national businesses that were previously reported in our National Media segment, are aggregated with our remaining business activities in the Other segment caption. Our respective business segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks. We also allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services to our business segments. These intercompany agreements and 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: For the years ended December 31, (in thousands) 2021 2020 2019 Segment operating revenues: Local Media $ 1,319,468 $ 1,488,237 $ 1,032,709 Scripps Networks 951,883 309,076 270,060 Other 26,924 73,010 58,534 Intersegment eliminations (14,743) (12,845) (9,904) Total operating revenues $ 2,283,532 $ 1,857,478 $ 1,351,399 Segment profit (loss): Local Media $ 268,140 $ 444,243 $ 227,789 Scripps Networks 389,278 28,324 15,585 Other 359 18,173 13,720 Shared services and corporate (75,576) (60,758) (57,409) Acquisition and related integration costs (40,373) (18,678) (26,304) Restructuring costs (9,436) — (3,370) Depreciation and amortization of intangible assets (161,922) (107,155) (84,344) Gains (losses), net on disposal of property and equipment 30,275 (661) 1,692 Interest expense (165,164) (92,994) (80,596) Loss on extinguishment of debt (15,347) — — Defined benefit pension plan expense (343) (4,388) (6,953) Gain on sale of Triton business 81,784 — — Losses on stock warrant (99,118) — — Miscellaneous, net (15,469) 2,914 1,194 Income from continuing operations before income taxes $ 187,088 $ 209,020 $ 1,004 Depreciation: Local Media $ 39,368 $ 42,934 $ 34,086 Scripps Networks 17,109 5,133 3,854 Other 382 854 596 Shared services and corporate 1,498 1,495 1,462 Total depreciation $ 58,357 $ 50,416 $ 39,998 Amortization of intangible assets: Local Media $ 40,315 $ 37,848 $ 26,283 Scripps Networks 58,599 9,460 9,507 Other 2,147 8,077 7,203 Shared services and corporate 2,504 1,354 1,353 Total amortization of intangible assets $ 103,565 $ 56,739 $ 44,346 A disaggregation of the principal activities from which we generate revenue is as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Operating revenues: Core advertising $ 1,592,121 $ 915,515 $ 861,386 Political 22,693 272,066 23,263 Retransmission and carriage 614,892 588,888 390,043 Other 53,826 81,009 76,707 Total operating revenues $ 2,283,532 $ 1,857,478 $ 1,351,399 The following table presents additions to property and equipment by segment: For the years ended December 31, (in thousands) 2021 2020 2019 Additions to property and equipment: Local Media $ 35,963 $ 42,611 $ 46,855 Scripps Networks 23,871 2,020 11,126 Other 430 1,200 1,366 Shared services and corporate 2,114 646 1,878 Total additions to property and equipment $ 62,378 $ 46,477 $ 61,225 Total assets by segment for the years ended December 31 were as follows: As of December 31, (in thousands) 2021 2020 2019 Assets: Local Media $ 2,431,730 $ 2,463,064 $ 2,694,667 Scripps Networks 3,865,046 526,887 486,593 Other 27,582 198,215 197,674 Shared services and corporate 333,956 1,671,220 81,657 Total assets of continuing operations 6,658,314 4,859,386 3,460,591 Discontinued operations — — 101,266 Total assets $ 6,658,314 $ 4,859,386 $ 3,561,857 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, we enter into contractual commitments for network affiliation agreements, the acquisition of programming and for other purchase and service agreements. Minimum payments on such contractual commitments at December 31, 2021 were: $690.7 million in 2022, $381.4 million in 2023, $296.7 million in 2024, $153.1 million in 2025, $123.1 million in 2026 and $53.0 million in later years. We expect these contracts will be replaced with similar contracts upon their expiration. We are involved in litigation arising in the ordinary course of business, such as defamation actions and governmental proceedings primarily relating to renewal of broadcast licenses, none of which is expected to result in material loss. |
Capital Stock and Share Based C
Capital Stock and Share Based Compensation Plans | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Stock and Share-Based Compensation Plans | Capital Stock and Share-Based Compensation Plans 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. In connection with the January 7, 2021 closing of the ION acquisition, we entered into a Securities Purchase Agreement with Berkshire Hathaway Inc., (“Berkshire Hathaway”), pursuant to which Berkshire Hathaway provided $600 million of financing in exchange for 6,000 Series A Preferred Shares of the Company. The Preferred Shares, having a face value of $100,000 per share, are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the Preferred Shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). As long as the Company pays quarterly dividends in cash on the Preferred Shares, the dividend rate will be 8% per annum. If dividends on the Preferred Shares, which compound quarterly, are not paid in full in cash, the rate will increase to 9% per annum for the remaining period of time that the Preferred Shares are outstanding. Preferred stock dividends, effective through December 15, 2021, have been paid in 2021 totaling $45.1 million. Class A Common Shares Stock Warrant — In connection with the Preferred Shares issuance, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share. The warrant is exercisable at the holder’s option at any time or from time to time, in whole or in part, until the first anniversary of the date on which no Preferred Shares remain outstanding. Since the holder had the option to settle the warrant through cash payment of the exercise price and/or through surrendering portions of their Preferred Shares for the stated par value, a liability was recognized for the fair value of the warrant. The valuation model, classified within Level 3 of the fair value hierarchy, included inputs for the estimated term of the warrant, the historical volatility rate of Scripps common stock and the exercise price for the warrant. At time of issuance, the fair value of the warrant totaled $181 million and was being remeasured each reporting period with the changes in fair value of the warrant captured in the gains/losses on stock warrant caption in the Consolidated Statements of Operations. On May 14, 2021, the warrant agreement was amended to only permit settlement of the warrant through cash payment of the exercise price. Following the warrant amendment, the warrant is no longer accounted for as a liability award where mark-to-market changes in the fair value of the warrant are captured as gains or losses in our operating results. The fair value of the warrant was remeasured on May 14, 2021 at $280 million resulting in non-cash charges totaling $99.1 million for the year-to-date period of 2021. The increase in our stock price during 2021 was the primary contributor to the increase in the fair value of the warrant. The value of the liability on the amendment date was reclassified to equity within the caption Additional Paid-in Capital. Share Repurchase Plan — Shares may be repurchased from time to time at management's discretion. Shares can be repurchased under the authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. In November 2016, our Board of Directors authorized a share repurchase program of up to $100 million of our Class A Common shares. We repurchased a total of $50.3 million of shares under this authorization prior to its expiration on March 1, 2020. In February 2020, our Board of Directors authorized a new share repurchase program of up to $100 million of our Class A Common shares through March 1, 2022. No shares were repurchased under either authorization during 2021 or 2020. As of December 31, 2019, we repurchased $0.6 million of shares at prices ranging from $15.54 to $18.72 per share. Under the terms of the Preferred Shares, we are prohibited from paying dividends on and repurchasing our common shares until all Preferred Shares are redeemed. Incentive Plans — The Company has a long-term incentive plan (the “Plan”) that permits the granting 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. We satisfy stock option exercises and vested stock awards with newly issued shares. We have not issued any new stock options since 2008. As of December 31, 2021, approximately 6.3 million shares were available for future stock compensation awards. Restricted Stock Units — Awards of restricted stock units (RSUs) generally require no payment by the employee. RSUs are converted into an equal number of Class A Common shares when vested. These awards generally vest over a three Long-term incentive compensation includes performance share awards. Performance share awards represent the right to receive an award of RSUs if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less or more than the target number of shares depending on the extent to which the specified performance measures are met or exceeded. The following table summarizes our RSU activity: Fair Value Number Weighted Range of Unvested at December 31, 2018 1,175,442 $ 15.86 $ 11-24 Awarded 758,557 22.12 13-23 Vested (536,064) 21.67 12-23 Forfeited (39,497) 17.89 13-24 Unvested at December 31, 2019 1,358,438 18.68 11-24 Awarded 1,588,134 8.86 7-12 Vested (739,633) 11.52 7-17 Forfeited (15,280) 13.37 8-23 Unvested at December 31, 2020 2,191,659 12.22 7-23 Awarded 1,375,565 22.63 14-23 Vested (1,060,685) 20.32 15-24 Forfeited (121,043) 16.19 9-23 Unvested at December 31, 2021 2,385,496 17.25 9-23 The following table summarizes additional information about RSU vesting: For the years ended December 31, (in thousands) 2021 2020 2019 Fair value of RSUs vested $ 21,548 $ 8,518 $ 11,618 Tax benefits realized on vesting 5,101 2,019 2,969 Share-based Compensation Costs Share-based compensation costs were as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Total share-based compensation $ 22,334 $ 14,507 $ 13,308 Included in discontinued operations — (492) (215) Included in continuing operations $ 22,334 $ 14,015 $ 13,093 Share-based compensation, net of tax $ 17,047 $ 10,694 $ 9,747 As of December 31, 2021, $24.6 million of total unrecognized compensation costs related to RSUs and performance shares is expected to be recognized over a weighted-average period of 1.6 years. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income ( Loss) | Accumulated Other Comprehensive Income (Loss) Changes in the accumulated other comprehensive income (loss) ("AOCI") balance by component consisted of the following for the respective years: (in thousands) Defined Benefit Pension Items Other Total As of December 31, 2019 $ (98,734) $ (255) $ (98,989) Other comprehensive income (loss) before reclassifications, net of tax of $(1,492) and $(23) (4,803) (75) (4,878) Amounts reclassified from AOCI, net of tax of $1,164 3,748 — 3,748 Net current-period other comprehensive income (loss) (1,055) (75) (1,130) As of December 31, 2020 (99,789) (330) (100,119) Other comprehensive income (loss) before reclassifications, net of tax of $6,540 and $42 21,090 134 21,224 Amounts reclassified from AOCI, net of tax of $1,546 4,986 — 4,986 Net current-period other comprehensive income (loss) 26,076 134 26,210 As of December 31, 2021 $ (73,713) $ (196) $ (73,909) Amounts reclassified to net earnings for defined benefit pension items relate to the amortization of actuarial gains (losses) and settlement charges. These amounts are included within the defined benefit pension plan expense caption on our Consolidated Statements of Operations. See Note 15. Employee Benefit Plans for additional information. |
Assets Held for Sale and Discon
Assets Held for Sale and Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations Stitcher During the second quarter of 2020, our Board of Directors approved the sale of our Stitcher podcasting business. On July 10, 2020, we signed a definitive agreement to sell the business for $325 million, with $265 million of cash upfront; earnout of up to $30 million based on 2020 financial results and paid in 2021; and earnout of up to $30 million based on 2021 financial results and paid in 2022. The transaction closed on October 16, 2020. Stitcher is classified as discontinued operations in our Consolidated Financial Statements for all periods presented. Operating results of our discontinued Stitcher operations were as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Operating revenues $ — $ 57,573 $ 72,545 Total costs and expenses (600) (88,599) (91,725) Depreciation and amortization of intangible assets — (1,157) (2,642) Other, net — (174) (57) Loss from operations (600) (32,357) (21,879) Pretax gain on disposal 9,572 182,589 — Gain (loss) from discontinued operations before income taxes 8,972 150,232 (21,879) Income tax (provision) benefit (2,159) (34,463) 5,414 Income (loss) from discontinued operations, net of tax $ 6,813 $ 115,769 $ (16,465) During 2021, the estimate for the contingent earnout consideration was increased by $9.1 million. In the third quarter of 2021, we received payment of $19.1 million for the 2020 earnout period. No value is currently assigned to the 2021 contingent earnout consideration. Stitcher’s discontinued operating results in 2020 include a contract termination charge that totaled $12 million. The 2020 gain on disposal for Stitcher reflects a $10 million fair value estimate for the contingent earnout consideration. Triton Digital During the first quarter of 2021, our Board of Directors approved the sale of our Triton Digital business. On February 16, 2021, we signed a definitive agreement to sell the business and the transaction closed on March 31, 2021. The sale generated total net proceeds of $225 million and we recognized a pre-tax gain from disposition totaling $81.8 million. WPIX |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — Certain amounts in the prior periods have been reclassified to conform to the current period's presentation. |
Concentration Risks | Concentration Risks — Our operations are geographically dispersed and we have a diverse customer base. We believe bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on our financial position, results of operations or cash flows. We derive approximately 71% of our operating revenues from advertising. Changes in the demand for such services, both nationally and in individual markets, can affect operating results. |
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. |
Consolidation | Consolidation — The Consolidated Financial Statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities (VIEs) for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. Noncontrolling interest represents an owner’s share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation. Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees. |
Nature of Products and Services | Nature of Products and Services — The following is a description of principal activities from which we generate revenue. Core Advertising — Core advertising is comprised of sales to local and national customers. The advertising includes a combination of broadcast air time, as well as digital advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Advertising time is sold through a combination of local and national sales staff and national sales representative firms. Digital revenues are primarily generated from the sale of advertising to local and national customers on our local television websites, smartphone apps, tablet apps and other platforms. Political Advertising — Political advertising is generally sold through our Washington D.C. sales office. Advertising is sold to presidential, gubernatorial, Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) or other advocacy groups. Retransmission Revenues — We earn revenue from retransmission consent agreements with multi-channel video programming distributors (“MVPDs”) in our markets. The MVPDs are cable operators and satellite carriers who pay us to offer our programming to their customers. We also receive fees from over-the-top virtual MVPDs. The fees we receive are typically based on the number of subscribers in our local market and the contracted rate per subscriber. Other Products and Services — We derive revenue from sponsorships and community events through our Local Media segment. Our Scripps Networks segment offers subscription services for access to premium content to its customers. |
Revenue Recognition and Contract Balances | Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers. Advertising — Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied. Retransmission — Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD. Contract Balances — Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. We extend credit to customers based upon our assessment of the customer’s financial condition. Collateral is generally not required from customers. Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers. |
Cash Equivalents | Cash Equivalents — Cash equivalents represent highly liquid investments with maturity of less than three months when acquired. |
Investments | Investments — From time to time, we make investments in private companies. Investment securities can be impacted by various market risks, including interest rate risk, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. Such changes could materially affect the amounts reported in our financial statements. We record investments in private companies not accounted for under the equity method at cost, net of impairment write-downs, because no readily determinable market price is available. We regularly review our investments to determine if there has been any other-than-temporary decline in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate, among other factors, the extent to which cost exceeds fair value; the duration of the decline in fair value below cost; and the current cash position, earnings and cash forecasts and near-term prospects of the investee. We reduce the cost basis when a decline in fair value below cost is determined to be other than temporary, with the resulting adjustment charged against earnings. |
Property and Equipment | Property and Equipment — Property and equipment is carried at cost less depreciation. We compute depreciation using the straight-line method over estimated useful lives as follows: Buildings and improvements 15 to 45 years Leasehold improvements Shorter of term of lease or useful life Broadcast transmission towers and related equipment 15 to 35 years Other broadcast and program production equipment 3 to 15 years Computer hardware 3 to 5 years Office and other equipment 3 to 10 years |
Programming | Programming — Programming includes the cost of national television network programming, programming produced by us or for us by independent production companies and programs licensed under agreements with independent producers. Our network affiliation agreements require the payment of affiliation fees to the network. Network affiliation fees consist of pre-determined fixed fees in all cases and variable payments based on a share of retransmission revenues above the fixed fees for some of our agreements. Program licenses principally consist of television series and films. Program licenses generally have fixed terms, limit the number of times we can air the programs and require payments over the terms of the licenses. We record licensed program assets and liabilities when the license period has commenced and the programs are available for broadcast. We do not discount program licenses for imputed interest. We amortize program licenses based upon expected cash flows over the term of the license agreement. The costs of programming produced by us or for us by independent production companies is charged to expense over estimated useful lives based upon expected future cash flows. The realizable value of internal costs incurred for trial footage at Court TV, including employee compensation and benefits, are capitalized and amortized based upon expected future cash flows. All other internal costs to produce daily or live broadcast shows, such as news, sports or daily magazine shows, are expensed as incurred. Progress payments on programs not yet available for broadcast are recorded as deposits within programming assets. Program assets are predominantly monetized as a group on each of our respective national networks, broadcast television stations and digital content offerings. For program assets predominantly monetized within a network or television station group, when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized costs, fair value of the content is aggregated at the group level by considering expected future revenue generation. Estimates of future revenues consider historical airing patterns and future plans for airing content, including any changes in strategy. An impairment charge is recorded if the fair value of a film group is less than the film group’s carrying value. Programming and development costs for programs we have determined will not be produced, are fully expensed in the period the determination is made. For our program assets available for broadcast, estimated amortization for each of the next five years is $181.1 million in 2022, $119.0 million in 2023, $83.0 million in 2024, $49.8 million in 2025, $36.3 million in 2026 and $25.0 million thereafter. Actual amortization in each of the next five years will exceed the amounts currently recorded as program assets available for broadcast, as we will continue to produce and license additional programs. The unamortized balance of program assets are classified as non-current assets in our Consolidated Balance Sheets. |
FCC Repack | FCC Repack — In April 2017, the Federal Communications Commission (the “FCC”) began a process of reallocating the broadcast spectrum (the “repack”). Specifically, the FCC is requiring certain television stations to change channels and/or modify their transmission facilities. The U.S. Congress passed legislation which provides the FCC with a fund to reimburse all reasonable costs incurred by stations operating under a full power license and a portion of the costs incurred by stations operating under a low power license that are reassigned to new channels. |
Leases | Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The operating lease ROU asset also includes any payments made at or before commencement and is reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Goodwill and Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets — Goodwill represents the cost of acquisitions in excess of the acquired businesses’ tangible assets and identifiable intangible assets. FCC licenses represent the value assigned to the broadcast licenses of acquired broadcast television stations. Broadcast television stations are subject to the jurisdiction of the Federal Communications Commission (“FCC”) which prohibits the operation of stations except in accordance with an FCC license. FCC licenses stipulate each station’s operating parameters as defined by channels, effective radiated power and antenna height. FCC licenses are granted for a term of up to eight years, and are renewable upon request. We have never had a renewal request denied and all previous renewals have been for the maximum term. We do not amortize goodwill or our FCC licenses, but we review them for impairment at least annually or 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. We perform our annual impairment review during the fourth quarter of each year in conjunction with our annual planning cycle. We also assess, at least annually, whether our FCC licenses, classified as indefinite-lived intangible assets, continue to have indefinite lives. We review goodwill for impairment based upon our reporting units, which are defined as operating segments or groupings of businesses one level below the operating segment level. Reporting units with similar economic characteristics are aggregated into a single unit when testing goodwill for impairment. Our reporting units are our Local Media and Scripps Networks segments. |
Amortizable Intangible Assets | Amortizable Intangible Assets — Television network affiliations represents the value assigned to an acquired broadcast television station’s relationship with a national television network. Television stations affiliated with national television networks typically have greater profit margins than independent television stations, primarily due to audience recognition of the television station as a network affiliate. We amortize these network affiliation relationships on a straight-line basis over estimated useful lives of 20 years. We amortize customer lists and other intangible assets in relation to their expected future cash flows over estimated useful lives of up to 20 years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — We review long-lived assets (primarily property and equipment and amortizable intangible assets) for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the aggregate forecasted undiscounted cash flows derived from the operation of the assets to the carrying amount of the assets. If the aggregate undiscounted cash flow is less than the carrying amount of the assets, then amortizable intangible assets are written down first, followed by other long-lived assets, to fair value. We determine fair value based on discounted cash flows or appraisals. We report long-lived assets to be disposed of at the lower of carrying amount or fair value less costs to sell. |
Self-Insured Risks | Self-Insured Risks — We are self-insured, up to certain limits, for general and automobile liability, employee health, disability and workers’ compensation claims and certain other risks. Estimated liabilities for unpaid claims totaled $10.2 million at December 31, 2021 and $9.3 million at December 31, 2020. We estimate liabilities for unpaid claims using actuarial methodologies and our historical claims experience. While we re-evaluate our assumptions and review our claims experience on an ongoing basis, actual claims paid could vary significantly from estimated claims, which would require adjustments to expense. |
Income Taxes | Income Taxes — We recognize deferred income taxes for temporary differences between the tax basis and reported amounts of assets and liabilities that will result in taxable or deductible amounts in future years. We establish a valuation allowance if we believe that it is more likely than not that we will not realize some or all of the deferred tax assets. We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or that we expect to take in a tax return. Interest and penalties associated with such tax positions are included in the tax provision. The liability for additional taxes and interest is included in other liabilities in the Consolidated Balance Sheets. |
Risk Management Contracts | Risk Management Contracts — We do not hold derivative financial instruments for trading or speculative purposes and we do not hold leveraged contracts. From time to time, we may use derivative financial instruments to limit the impact of interest rate fluctuations on our earnings and cash flows. |
Share-Based Compensation | Stock-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in Note 18. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs) and unrestricted Class A Common shares and performance units to key employees and non-employee directors. We recognize compensation cost based on the grant-date fair value of the award. We determine the fair value of awards that grant the employee the underlying shares by the fair value of a Class A Common share on the date of the award. Certain awards of RSUs have performance conditions under which the number of shares granted is determined by the extent to which such performance conditions are met (“Performance Shares”). Compensation costs for such awards are measured by the grant-date fair value of a Class A Common share and the number of shares earned. In periods prior to completion of the performance period, compensation costs are based upon estimates of the number of shares that will be earned. Compensation costs are recognized on a straight-line basis over the requisite service period of the award. The impact of forfeitures is recognized as they occur. The requisite service period is generally the vesting period stated in the award. Grants to retirement-eligible employees are expensed immediately and grants to employees who will become retirement eligible prior to the end of the stated vesting period are expensed over such shorter period because stock compensation grants vest upon the retirement eligibility of the employee. |
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: For the years ended December 31, (in thousands) 2021 2020 2019 Numerator (for basic and diluted earnings per share) Income (loss) from continuing operations, net of tax $ 115,899 $ 153,564 $ (1,913) Less income allocated to RSUs (1,855) (3,711) — Less preferred stock dividends (49,372) — — Numerator for basic and diluted earnings per share $ 64,672 $ 149,853 $ (1,913) Denominator Basic weighted-average shares outstanding 82,327 81,418 80,826 Effect of dilutive securities: Restricted stock units 941 413 — Common stock warrant 4,711 — — Diluted weighted-average shares outstanding 87,979 81,831 80,826 |
Recently Adopted and Issued Accounting Standards | In October 2021, the FASB issued new guidance requiring entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue from contracts with customers accounting standard. The guidance will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new guidance effective January 1, 2022. The adoption of the guidance did not have an impact on our Consolidated Financial Statements. In May 2021, the FASB issued new guidance that clarifies an issuer's accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, the guidance provides a "principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense." The guidance is effective for all entities with fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We adopted the new guidance effective January 1, 2022. The adoption of the guidance did not have an impact on our Consolidated Financial Statements. In March 2020, the FASB issued new guidance that provides optional expedients and exceptions to certain accounting requirements to facilitate the transition away from the use of the London Interbank Offered Rate (LIBOR) and other interbank offered rates. The guidance is effective as of March 12, 2020 and will apply through December 31, 2022 to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We will evaluate transactions or contract modifications occurring as a result of reference rate reform to determine whether to apply the optional guidance on an ongoing basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of allowance for doubtful accounts | A rollforward of the allowance for doubtful accounts is as follows: (in thousands) January 1, 2019 $ 4,221 Charged to costs and expenses 1,823 Amounts charged off, net (2,698) Balance as of December 31, 2019 3,346 Charged to costs and expenses 3,305 Amounts charged off, net (3,208) Balance as of December 31, 2020 3,443 Charged to costs and expenses 1,987 Amounts charged off, net (1,174) Balance as of December 31, 2021 $ 4,256 |
Estimated useful lives of property and equipment | We compute depreciation using the straight-line method over estimated useful lives as follows: Buildings and improvements 15 to 45 years Leasehold improvements Shorter of term of lease or useful life Broadcast transmission towers and related equipment 15 to 35 years Other broadcast and program production equipment 3 to 15 years Computer hardware 3 to 5 years Office and other equipment 3 to 10 years Property and equipment consisted of the following: As of December 31, (in thousands) 2021 2020 Land and improvements $ 65,559 $ 62,655 Buildings and improvements 204,819 183,516 Equipment 575,920 447,139 Computer software 29,029 25,888 Total 875,327 719,198 Accumulated depreciation 418,382 375,278 Net property and equipment $ 456,945 $ 343,920 |
Components of basic and diluted weighted-average shares | The following table presents information about basic and diluted weighted-average shares outstanding: For the years ended December 31, (in thousands) 2021 2020 2019 Numerator (for basic and diluted earnings per share) Income (loss) from continuing operations, net of tax $ 115,899 $ 153,564 $ (1,913) Less income allocated to RSUs (1,855) (3,711) — Less preferred stock dividends (49,372) — — Numerator for basic and diluted earnings per share $ 64,672 $ 149,853 $ (1,913) Denominator Basic weighted-average shares outstanding 82,327 81,418 80,826 Effect of dilutive securities: Restricted stock units 941 413 — Common stock warrant 4,711 — — Diluted weighted-average shares outstanding 87,979 81,831 80,826 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of net cash consideration for the ION transaction | The following table summarizes the net cash consideration for the ION transaction. (in thousands) Total purchase price $ 2,650,000 Plus: Cash acquired 14,493 Plus: Working capital 57,755 Total transaction gross cash consideration 2,722,248 Less: Proceeds from ION stations divested (30,000) Total transaction net cash consideration 2,692,248 Less: Cash acquired (14,493) Total consideration, net of cash acquired $ 2,677,755 |
Fair values of the assets acquired and liabilities assumed | The following table summarizes the final fair values of the ION assets acquired and liabilities assumed at the closing date. (in thousands) Accounts receivable $ 135,006 Other current assets 25,353 Programming rights 169,027 Property and equipment 122,520 Operating lease right-of-use assets 72,717 Other assets 2,295 Goodwill 1,796,148 Indefinite-lived intangible assets - FCC licenses 424,200 Amortizable intangible assets: INYO affiliation agreement 422,000 Other affiliation relationships 22,000 Advertiser relationships 143,000 Trade names 72,000 Accounts payable (9,674) Unearned revenue (13,043) Accrued expenses (15,814) Current portion of programming liabilities (92,721) Other current liabilities (24,810) Programming liabilities (191,837) Deferred tax liabilities (265,291) Operating lease liabilities (78,438) Other long-term liabilities (36,883) Total consideration, net of cash acquired $ 2,677,755 The following table summarizes the final fair values of the Raycom, Cordillera and Nexstar-Tribune assets acquired and liabilities assumed at the closing dates. (in thousands) Raycom Cordillera Nexstar- Tribune Total Accounts receivable $ — $ 26,770 $ — $ 26,770 Current portion of programming — — 11,997 11,997 Other current assets — 986 3,541 4,527 Property and equipment 11,721 53,734 61,569 127,024 Operating lease right-of-use assets 296 4,667 82,447 87,410 Programming (less current portion) — — 9,830 9,830 Goodwill 18,349 251,681 168,196 438,226 Indefinite-lived intangible assets - FCC licenses 6,800 26,700 176,000 209,500 Amortizable intangible assets: Television network affiliation relationships 17,400 169,400 181,000 367,800 Advertiser relationships 700 5,900 7,100 13,700 Other intangible assets — 13,000 — 13,000 Accounts payable — (15) — (15) Accrued expenses — (5,750) (4,586) (10,336) Current portion of programming liabilities — — (16,211) (16,211) Other current liabilities — (280) (3,185) (3,465) Programming liabilities — — (15,607) (15,607) Operating lease liabilities (296) (4,387) (79,766) (84,449) Net purchase price $ 54,970 $ 542,406 $ 582,325 $ 1,179,701 |
Pro forma results of operations | Pro forma results of operations, assuming the ION acquisition had taken place at the beginning of 2020, are presented in the following table. The pro forma results do not include KCDO, as the impact of this acquisition, individually or in the aggregate, is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and ION (excluding the results of the divested stations sold to INYO), as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisition, or retrospective fair value adjustments to the warrant. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period. For the years ended December 31, (in thousands, except per share data) (unaudited) 2021 2020 Operating revenues $ 2,290,254 $ 2,395,650 Net income attributable to Scripps shareholders 101,146 275,658 Net income per share: Basic $ 1.19 $ 3.30 Diluted 1.12 3.29 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | The provision for income taxes from continuing operations consisted of the following: For the years ended December 31, (in thousands) 2021 2020 2019 Current: Federal $ 52,145 $ (13,235) $ 6,653 State and local 9,096 2,478 2,235 Foreign (48) 107 (6) Total current income tax provision (benefit) 61,193 (10,650) 8,882 Deferred: Federal 6,616 57,755 (6,346) State and local 3,087 8,902 206 Foreign 293 (551) 175 Total deferred income tax provision (benefit) 9,996 66,106 (5,965) Provision for income taxes $ 71,189 $ 55,456 $ 2,917 |
Effective income tax rate reconciliation | The difference between the statutory rate for federal income tax and the effective income tax rate was as follows: For the years ended December 31, 2021 2020 2019 Statutory rate 21.0 % 21.0 % 21.0 % Effect of: State and local income taxes, net of federal tax benefit 5.6 4.5 212.7 Non-deductible mark-to-market losses 11.5 — — Excess tax benefits from stock-based compensation (0.9) 0.5 (60.4) Nondeductible expenses 0.2 0.4 118.7 Reserve for uncertain tax positions (0.8) 0.7 (13.7) Other 1.5 (0.6) 12.2 Effective income tax rate 38.1 % 26.5 % 290.5 % |
Schedule of deferred income tax (liabilities) assets | The approximate effect of the temporary differences giving rise to deferred income tax assets (liabilities) were as follows: As of December 31, (in thousands) 2021 2020 Temporary differences: Property and equipment $ (54,292) $ (31,003) Goodwill and other intangible assets (378,978) (119,074) Investments, primarily gains and losses not yet recognized for tax purposes 2,886 (2,989) Accrued expenses not deductible until paid 10,867 7,748 Deferred compensation and retiree benefits not deductible until paid 37,317 46,242 Operating lease right-of-use assets (31,507) (12,480) Operating lease liabilities 33,174 12,089 Interest limitation carryforward 7 — Other temporary differences, net 12,354 966 Total temporary differences (368,172) (98,501) Federal and state net operating loss carryforwards 23,863 15,532 Valuation allowance for state deferred tax assets (12,468) (2,875) Net deferred tax liability $ (356,777) $ (85,844) |
Gross unrecognized tax benefit reconciliation | A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Gross unrecognized tax benefits at beginning of year $ 2,376 $ 576 $ 1,112 Increases in tax positions for prior years 22,348 166 87 Decreases in tax positions for prior years — (141) (387) Increases in tax positions for current years 3,164 1,661 — Decreases in tax positions for current years — — (167) Increases (decreases) from lapse in statute of limitations (4,234) 114 (69) Decreases due to settlements with taxing authorities (13,082) — — Gross unrecognized tax benefits at end of year $ 10,572 $ 2,376 $ 576 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments [Abstract] | |
Schedule of investments | Investments consisted of the following: As of December 31, (in thousands) 2021 2020 Investments held at cost $ 15,431 $ 4,564 Equity method investments 6,201 9,840 Total investments $ 21,632 $ 14,404 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | We compute depreciation using the straight-line method over estimated useful lives as follows: Buildings and improvements 15 to 45 years Leasehold improvements Shorter of term of lease or useful life Broadcast transmission towers and related equipment 15 to 35 years Other broadcast and program production equipment 3 to 15 years Computer hardware 3 to 5 years Office and other equipment 3 to 10 years Property and equipment consisted of the following: As of December 31, (in thousands) 2021 2020 Land and improvements $ 65,559 $ 62,655 Buildings and improvements 204,819 183,516 Equipment 575,920 447,139 Computer software 29,029 25,888 Total 875,327 719,198 Accumulated depreciation 418,382 375,278 Net property and equipment $ 456,945 $ 343,920 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease assets and liabilities | Other information related to our operating leases was as follows: As of December 31, (in thousands, except lease term and discount rate) 2021 2020 Balance Sheet Information Right-of-use assets $ 124,821 $ 51,471 Other current liabilities 20,066 9,623 Operating lease liabilities 113,892 42,097 Weighted Average Remaining Lease Term Operating leases 8.35 years 7.64 years Weighted Average Discount Rate Operating leases 4.16 % 5.96 % |
Lease supplemental cash flow information | For the years ended (in thousands) 2021 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities $ 22,477 $ 19,028 Right-of-use assets obtained in exchange for lease obligations 17,835 5,235 |
Operating lease maturity schedule | Future minimum lease payments under non-cancellable operating leases as of December 31, 2021 were as follows: (in thousands) Operating 2022 $ 27,477 2023 24,063 2024 21,133 2025 17,005 2026 15,019 Thereafter 54,495 Total future minimum lease payments 159,192 Less: Imputed interest (25,234) Total $ 133,958 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by business segment | Goodwill by business segment was as follows: (in thousands) Local Media Scripps Networks Other Total Gross balance as of December 31, 2018 $ 708,133 $ 232,742 $ 113,279 $ 1,054,154 Accumulated impairment losses (216,914) (21,000) (29,403) (267,317) Net balance as of December 31, 2018 491,219 211,742 83,876 786,837 Sale of Cracked — — (29,403) (29,403) Removal of Cracked accumulated impairment loss due to sale — — 29,403 29,403 Television stations acquisitions 435,726 — — 435,726 Omny acquisition — — 5,336 5,336 Triton acquisition adjustment — — (3,220) (3,220) Balance as of December 31, 2019 $ 926,945 $ 211,742 $ 85,992 $ 1,224,679 Gross balance as of December 31, 2019 $ 1,143,859 $ 232,742 $ 85,992 $ 1,462,593 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2019 926,945 211,742 85,992 1,224,679 Television stations acquisitions adjustments 2,500 — — 2,500 KCDO acquisition 1,679 — — 1,679 Sale of WPIX (24,997) — — (24,997) Sale of Weathersphere (633) — — (633) Omny acquisition adjustment — — (16) (16) Balance as of December 31, 2020 $ 905,494 $ 211,742 $ 85,976 $ 1,203,212 Gross balance as of December 31, 2020 $ 1,122,408 $ 232,742 $ 85,976 $ 1,441,126 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2020 905,494 211,742 85,976 1,203,212 ION acquisition — 1,796,148 — 1,796,148 Sale of Triton — — (85,976) (85,976) Balance as of December 31, 2021 $ 905,494 $ 2,007,890 $ — $ 2,913,384 Gross balance as of December 31, 2021 $ 1,122,408 $ 2,028,890 $ — $ 3,151,298 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2021 $ 905,494 $ 2,007,890 $ — $ 2,913,384 |
Summary of other finite-lived intangible assets | Other intangible assets consisted of the following: As of December 31, (in thousands) 2021 2020 Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 1,060,244 $ 616,244 Customer lists and advertiser relationships 217,400 102,900 Other 130,265 104,445 Total carrying amount 1,407,909 823,589 Accumulated amortization: Television network affiliation relationships (168,021) (113,950) Customer lists and advertiser relationships (77,711) (53,232) Other (32,881) (37,778) Total accumulated amortization (278,613) (204,960) Net amortizable intangible assets 1,129,296 618,629 Indefinite-lived intangible assets — FCC licenses 781,015 356,815 Total other intangible assets $ 1,910,311 $ 975,444 |
Summary of other indefinite-lived intangible assets | Other intangible assets consisted of the following: As of December 31, (in thousands) 2021 2020 Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 1,060,244 $ 616,244 Customer lists and advertiser relationships 217,400 102,900 Other 130,265 104,445 Total carrying amount 1,407,909 823,589 Accumulated amortization: Television network affiliation relationships (168,021) (113,950) Customer lists and advertiser relationships (77,711) (53,232) Other (32,881) (37,778) Total accumulated amortization (278,613) (204,960) Net amortizable intangible assets 1,129,296 618,629 Indefinite-lived intangible assets — FCC licenses 781,015 356,815 Total other intangible assets $ 1,910,311 $ 975,444 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of Long-term debt | Long-term debt consisted of the following: As of December 31, (in thousands) 2021 2020 Revolving credit facility $ — $ — Senior secured notes, due in 2029 550,000 550,000 Senior unsecured notes, due in 2025 — 400,000 Senior unsecured notes, due in 2027 484,655 500,000 Senior unsecured notes, due in 2031 477,958 500,000 Term loan, due in 2024 287,250 290,250 Term loan, due in 2026 744,049 751,660 Term loan, due in 2028 667,000 — Total outstanding principal 3,210,912 2,991,910 Less: Debt issuance costs and issuance discounts (62,907) (57,939) Less: Current portion (18,612) (10,612) Net carrying value of long-term debt 3,129,393 2,923,359 Fair value of long-term debt * $ 3,249,278 $ 3,064,194 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities that are measured at fair value on a recurring basis | The following tables set forth our assets that are measured at fair value on a recurring basis at December 31, 2021 and 2020: December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Cash equivalents $ 32,536 $ 32,536 $ — $ — December 31, 2020 (in thousands) Total Level 1 Level 2 Level 3 Cash equivalents $ 539,891 $ 539,891 $ — $ — |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | Other liabilities consisted of the following: As of December 31, (in thousands) 2021 2020 Employee compensation and benefits $ 29,175 $ 34,020 Deferred FCC repack income 47,977 44,945 Programming liability 352,686 33,481 Liability for pension benefits 102,831 161,845 Liabilities for uncertain tax positions 12,280 2,332 Other 30,989 9,742 Other liabilities (less current portion) $ 575,938 $ 286,365 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: For the years ended December 31, (in thousands) 2021 2020 2019 Accounts receivable $ (31,624) $ (40,524) $ (98,714) Other current assets 12,488 22,644 (11,056) Accounts payable 18,534 19,520 1,572 Accrued employee compensation and benefits 4,073 11,915 877 Accrued interest 18,459 1,162 12,726 Other accrued liabilities 2,336 (5,918) 4,239 Unearned revenue (7,080) 3,397 358 Other, net (21,407) 21,898 (19,532) Total $ (4,221) $ 34,094 $ (109,530) |
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents | The following table reconciles cash and cash equivalents and restricted cash in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows. As of December 31, (in thousands) 2021 2020 2019 Cash and cash equivalents $ 66,223 $ 576,021 $ 32,968 Restricted cash 34,257 1,050,000 — Total cash, cash equivalents and restricted cash, end of year $ 100,480 $ 1,626,021 $ 32,968 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Components of benefit expense | The components of the expense consisted of the following: For the years ended December 31, (in thousands) 2021 2020 2019 Interest cost $ 16,465 $ 19,799 $ 23,287 Expected return on plan assets, net of expenses (23,235) (21,016) (19,974) Amortization of actuarial loss and prior service cost 6,210 4,672 2,622 Total for defined benefit plans (560) 3,455 5,935 Multi-employer plans — 5 132 SERPs 903 933 1,018 Defined contribution plan 14,394 14,074 10,494 Net periodic benefit cost 14,737 18,467 17,579 Allocated to discontinued operations — (522) (447) Net periodic benefit cost - continuing operations $ 14,737 $ 17,945 $ 17,132 |
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss) | Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Actuarial gain/(loss) $ 27,318 $ (5,296) $ (5,478) Amortization of actuarial loss and prior service cost 6,210 4,672 2,622 Total $ 33,528 $ (624) $ (2,856) |
Schedule of assumptions used | Assumptions used in determining the annual retirement plans expense were as follows: 2021 2020 2019 Discount rate 2.64 % 3.40% 4.38% Long-term rate of return on plan assets 5.50 % 5.50 % 5.50 % Assumptions used to determine the defined benefit pension plan benefit obligation were as follows: 2021 2020 2019 Weighted average discount rate 2.95 % 2.64 % 3.40 % |
Schedule of employee benefit plan assets and obligations | The following table presents information about our employee benefit plan assets and obligations: Defined Benefit Plan SERPs For the years ended December 31, (in thousands) 2021 2020 2021 2020 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 637,165 $ 593,591 $ 18,890 $ 18,541 Interest cost 16,465 19,799 473 586 Benefits paid (31,616) (31,576) (1,028) (1,236) Actuarial (gains)/losses (18,705) 55,351 (312) 999 Projected benefit obligation at end of year 603,309 637,165 18,023 18,890 Plan assets: Fair value at beginning of year 492,827 420,699 — — Actual return on plan assets 31,848 71,071 — — Company contributions 24,089 32,633 1,028 1,236 Benefits paid (31,616) (31,576) (1,028) (1,236) Fair value at end of year 517,148 492,827 — — Funded status $ (86,161) $ (144,338) $ (18,023) $ (18,890) Amounts recognized in Consolidated Balance Sheets: Current liabilities $ — $ — $ (1,353) $ (1,383) Noncurrent liabilities (86,161) (144,338) (16,670) (17,507) Total $ (86,161) $ (144,338) $ (18,023) $ (18,890) Amounts recognized in accumulated other comprehensive loss consist of: Net actuarial loss $ 90,197 $ 123,707 $ 7,364 $ 7,999 Prior service cost 370 388 — — |
Schedule of pension plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets | Information for plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets was as follows: Defined Benefit Plan SERPs As of December 31, (in thousands) 2021 2020 2021 2020 Accumulated benefit obligation $ 603,309 $ 637,165 $ 18,023 $ 18,890 Projected benefit obligation 603,309 637,165 18,023 18,890 Fair value of plan assets 517,148 492,827 — — |
Schedule of allocation of pension plan assets by asset category | Information related to our pension plan asset allocations by asset category were as follows: Target Percentage of plan assets 2022 2021 2020 US equity securities 15 % 15 % 16 % Non-US equity securities 30 % 35 % 39 % Fixed-income securities 50 % 49 % 44 % Other 5 % 1 % 1 % Total 100 % 100 % 100 % |
Plan assets measured using the fair value hierarchy | The following table presents our plan assets as of December 31, 2021 and 2020: As of December 31, (in thousands) 2021 2020 Equity securities Common/collective trust funds $ 261,810 $ 274,810 Fixed income Common/collective trust funds 252,731 215,444 Cash equivalents 2,607 2,573 Fair value of plan assets $ 517,148 $ 492,827 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Information regarding business segments | Information regarding our business segments is as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Segment operating revenues: Local Media $ 1,319,468 $ 1,488,237 $ 1,032,709 Scripps Networks 951,883 309,076 270,060 Other 26,924 73,010 58,534 Intersegment eliminations (14,743) (12,845) (9,904) Total operating revenues $ 2,283,532 $ 1,857,478 $ 1,351,399 Segment profit (loss): Local Media $ 268,140 $ 444,243 $ 227,789 Scripps Networks 389,278 28,324 15,585 Other 359 18,173 13,720 Shared services and corporate (75,576) (60,758) (57,409) Acquisition and related integration costs (40,373) (18,678) (26,304) Restructuring costs (9,436) — (3,370) Depreciation and amortization of intangible assets (161,922) (107,155) (84,344) Gains (losses), net on disposal of property and equipment 30,275 (661) 1,692 Interest expense (165,164) (92,994) (80,596) Loss on extinguishment of debt (15,347) — — Defined benefit pension plan expense (343) (4,388) (6,953) Gain on sale of Triton business 81,784 — — Losses on stock warrant (99,118) — — Miscellaneous, net (15,469) 2,914 1,194 Income from continuing operations before income taxes $ 187,088 $ 209,020 $ 1,004 Depreciation: Local Media $ 39,368 $ 42,934 $ 34,086 Scripps Networks 17,109 5,133 3,854 Other 382 854 596 Shared services and corporate 1,498 1,495 1,462 Total depreciation $ 58,357 $ 50,416 $ 39,998 Amortization of intangible assets: Local Media $ 40,315 $ 37,848 $ 26,283 Scripps Networks 58,599 9,460 9,507 Other 2,147 8,077 7,203 Shared services and corporate 2,504 1,354 1,353 Total amortization of intangible assets $ 103,565 $ 56,739 $ 44,346 The following table presents additions to property and equipment by segment: For the years ended December 31, (in thousands) 2021 2020 2019 Additions to property and equipment: Local Media $ 35,963 $ 42,611 $ 46,855 Scripps Networks 23,871 2,020 11,126 Other 430 1,200 1,366 Shared services and corporate 2,114 646 1,878 Total additions to property and equipment $ 62,378 $ 46,477 $ 61,225 Total assets by segment for the years ended December 31 were as follows: As of December 31, (in thousands) 2021 2020 2019 Assets: Local Media $ 2,431,730 $ 2,463,064 $ 2,694,667 Scripps Networks 3,865,046 526,887 486,593 Other 27,582 198,215 197,674 Shared services and corporate 333,956 1,671,220 81,657 Total assets of continuing operations 6,658,314 4,859,386 3,460,591 Discontinued operations — — 101,266 Total assets $ 6,658,314 $ 4,859,386 $ 3,561,857 |
Disaggregation of revenue | A disaggregation of the principal activities from which we generate revenue is as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Operating revenues: Core advertising $ 1,592,121 $ 915,515 $ 861,386 Political 22,693 272,066 23,263 Retransmission and carriage 614,892 588,888 390,043 Other 53,826 81,009 76,707 Total operating revenues $ 2,283,532 $ 1,857,478 $ 1,351,399 |
Capital Stock and Share Based_2
Capital Stock and Share Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Restricted stock and restricted stock unit vesting activity | The following table summarizes our RSU activity: Fair Value Number Weighted Range of Unvested at December 31, 2018 1,175,442 $ 15.86 $ 11-24 Awarded 758,557 22.12 13-23 Vested (536,064) 21.67 12-23 Forfeited (39,497) 17.89 13-24 Unvested at December 31, 2019 1,358,438 18.68 11-24 Awarded 1,588,134 8.86 7-12 Vested (739,633) 11.52 7-17 Forfeited (15,280) 13.37 8-23 Unvested at December 31, 2020 2,191,659 12.22 7-23 Awarded 1,375,565 22.63 14-23 Vested (1,060,685) 20.32 15-24 Forfeited (121,043) 16.19 9-23 Unvested at December 31, 2021 2,385,496 17.25 9-23 |
Additional information about restricted stock and restricted stock unit vesting | The following table summarizes additional information about RSU vesting: For the years ended December 31, (in thousands) 2021 2020 2019 Fair value of RSUs vested $ 21,548 $ 8,518 $ 11,618 Tax benefits realized on vesting 5,101 2,019 2,969 |
Schedule of stock compensation costs | Share-based compensation costs were as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Total share-based compensation $ 22,334 $ 14,507 $ 13,308 Included in discontinued operations — (492) (215) Included in continuing operations $ 22,334 $ 14,015 $ 13,093 Share-based compensation, net of tax $ 17,047 $ 10,694 $ 9,747 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | Changes in the accumulated other comprehensive income (loss) ("AOCI") balance by component consisted of the following for the respective years: (in thousands) Defined Benefit Pension Items Other Total As of December 31, 2019 $ (98,734) $ (255) $ (98,989) Other comprehensive income (loss) before reclassifications, net of tax of $(1,492) and $(23) (4,803) (75) (4,878) Amounts reclassified from AOCI, net of tax of $1,164 3,748 — 3,748 Net current-period other comprehensive income (loss) (1,055) (75) (1,130) As of December 31, 2020 (99,789) (330) (100,119) Other comprehensive income (loss) before reclassifications, net of tax of $6,540 and $42 21,090 134 21,224 Amounts reclassified from AOCI, net of tax of $1,546 4,986 — 4,986 Net current-period other comprehensive income (loss) 26,076 134 26,210 As of December 31, 2021 $ (73,713) $ (196) $ (73,909) |
Assets Held for Sale and Disc_2
Assets Held for Sale and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Operating Results of Discontinued Operations and Net Assets Distributed | Operating results of our discontinued Stitcher operations were as follows: For the years ended December 31, (in thousands) 2021 2020 2019 Operating revenues $ — $ 57,573 $ 72,545 Total costs and expenses (600) (88,599) (91,725) Depreciation and amortization of intangible assets — (1,157) (2,642) Other, net — (174) (57) Loss from operations (600) (32,357) (21,879) Pretax gain on disposal 9,572 182,589 — Gain (loss) from discontinued operations before income taxes 8,972 150,232 (21,879) Income tax (provision) benefit (2,159) (34,463) 5,414 Income (loss) from discontinued operations, net of tax $ 6,813 $ 115,769 $ (16,465) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Line Items] | |||
Unearned revenue | $ 20,000 | $ 14,101 | |
Unearned revenue recognized during the year | 12,600 | ||
Programming assets, amortization expense, next twelve months | 181,100 | ||
Programming assets, amortization expense, year two | 119,000 | ||
Programming assets, amortization expense, year three | 83,000 | ||
Programming assets, amortization expense, year four | 49,800 | ||
Programming assets, amortization expense, year five | 36,300 | ||
Programming assets, amortization expense, thereafter | 25,000 | ||
FCC repack receivable | 773 | 12,363 | |
Deferred FCC repack income | 47,977 | 44,945 | |
Estimated liabilities for unpaid claims | $ 10,200 | $ 9,300 | |
Anti-dilutive securities (in shares) | 0.4 | 1.4 | |
Other affiliation relationships | |||
Summary of Significant Accounting Policies [Line Items] | |||
Estimated useful life | 20 years | ||
Customer lists and advertiser relationships | |||
Summary of Significant Accounting Policies [Line Items] | |||
Estimated useful life | 20 years | ||
FCC licenses | Maximum | |||
Summary of Significant Accounting Policies [Line Items] | |||
FCC license term | 8 years | ||
Revenue Benchmark | Advertising | Advertising | |||
Summary of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 71.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Trade receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for doubtful accounts, beginning balance | $ 3,443 | $ 3,346 | $ 4,221 |
Charged to costs and expenses | 1,987 | 3,305 | 1,823 |
Amounts charged off, net | (1,174) | (3,208) | (2,698) |
Allowance for doubtful accounts, ending balance | $ 4,256 | $ 3,443 | $ 3,346 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 15 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 45 years |
Broadcast transmission towers and related equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 15 years |
Broadcast transmission towers and related equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 35 years |
Other broadcast and program production equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 3 years |
Other broadcast and program production equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 15 years |
Computer hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 3 years |
Computer hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 5 years |
Office and other equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 3 years |
Office and other equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Earnings per share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator (for basic and diluted earnings per share) | |||
Income (loss) from continuing operations, net of tax | $ 115,899 | $ 153,564 | $ (1,913) |
Less income allocated to RSUs, basic | 1,855 | (3,711) | 0 |
Less income allocated to RSUs, diluted | (1,855) | (3,711) | 0 |
Less preferred stock dividends | 49,372 | 0 | 0 |
Numerator for basic earnings per share | 64,672 | 149,853 | (1,913) |
Numerator for diluted earnings per share | $ 64,672 | $ 149,853 | $ (1,913) |
Denominator | |||
Basic weighted-average shares outstanding | 82,327 | 81,418 | 80,826 |
Effect of dilutive securities: | |||
Restricted stock units | 941 | 413 | 0 |
Common stock warrant | 4,711 | 0 | 0 |
Diluted weighted-average shares outstanding | 87,979 | 81,831 | 80,826 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions, home in Millions | Jan. 05, 2022USD ($) | Jan. 07, 2021USD ($)homestation$ / sharesshares | Nov. 20, 2020USD ($) | Sep. 19, 2019USD ($)television_stationmarket | May 01, 2019USD ($)markettelevision_station | Jan. 01, 2019USD ($)television_station | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Consideration received for business | $ 30,000 | |||||||||||
Increase in depreciation and amortization expense | $ 2,000 | |||||||||||
Goodwill | 2,913,384 | $ 2,913,384 | $ 1,203,212 | $ 1,224,679 | $ 786,837 | |||||||
Acquisition related costs | 40,373 | 18,678 | 26,304 | |||||||||
Total consideration, net of cash acquired | 2,677,755 | $ 2,677,755 | 7,103 | 1,190,422 | ||||||||
Other affiliation relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 20 years | |||||||||||
Customer lists and advertiser relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 20 years | |||||||||||
KCDO Television Station | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, purchase price | $ 9,600 | |||||||||||
Goodwill | 1,700 | |||||||||||
Intangible assets acquired | 6,900 | |||||||||||
Property and equipment | $ 900 | |||||||||||
Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | 438,226 | |||||||||||
Property and equipment | $ 127,024 | |||||||||||
Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | Other affiliation relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 20 years | |||||||||||
Intangible assets acquired | $ 367,800 | |||||||||||
Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | Customer lists and advertiser relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | $ 13,700 | |||||||||||
Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | Customer lists and advertiser relationships | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 5 years | |||||||||||
Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | Customer lists and advertiser relationships | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 10 years | |||||||||||
Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | Shared service agreement | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | $ 13,000 | |||||||||||
Raycom Media, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, purchase price | $ 55,000 | |||||||||||
Goodwill | 18,349 | |||||||||||
Property and equipment | $ 11,721 | |||||||||||
Number of television stations acquired | television_station | 3 | |||||||||||
Raycom Media, Inc. | Other affiliation relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | $ 17,400 | |||||||||||
Raycom Media, Inc. | Customer lists and advertiser relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | $ 700 | |||||||||||
Cordillera Communications, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, purchase price | $ 521,000 | |||||||||||
Goodwill | 251,681 | |||||||||||
Property and equipment | $ 53,734 | |||||||||||
Number of television stations acquired | television_station | 15 | |||||||||||
Number Of Markets | market | 10 | |||||||||||
Working capital adjustment | $ 23,900 | |||||||||||
Reduction of purchase price | $ 2,500 | |||||||||||
Cordillera Communications, LLC | Other affiliation relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | 169,400 | |||||||||||
Cordillera Communications, LLC | Customer lists and advertiser relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | 5,900 | |||||||||||
Cordillera Communications, LLC | Shared service agreement | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 20 years | |||||||||||
Intangible assets acquired | $ 13,000 | |||||||||||
Nexstar Media Group, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, purchase price | $ 582,000 | |||||||||||
Goodwill | 168,196 | |||||||||||
Property and equipment | $ 61,569 | |||||||||||
Number of television stations acquired | television_station | 8 | |||||||||||
Number Of Markets | market | 7 | |||||||||||
Number of Television Stations | television_station | 1 | |||||||||||
Nexstar Media Group, Inc. | Tribune Media Company | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Television Stations | television_station | 7 | |||||||||||
Nexstar Media Group, Inc. | Other affiliation relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | $ 181,000 | |||||||||||
Nexstar Media Group, Inc. | Customer lists and advertiser relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | $ 7,100 | |||||||||||
ION Media | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, purchase price | $ 2,650,000 | |||||||||||
Exercise price of warrants | $ / shares | $ 13 | |||||||||||
Number of stations divested | station | 23 | |||||||||||
Increase in fair value of property and equipment | $ 59,400 | |||||||||||
Increase in deferred tax liability | 10,200 | |||||||||||
Goodwill | $ 1,796,148 | |||||||||||
Revenues from acquired operations | $ 543,000 | |||||||||||
Acquisition related costs | 38,100 | |||||||||||
Property and equipment | $ 122,520 | |||||||||||
ION Media | Acquisition-related Costs | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-recurring transaction related costs included in pro forma results | 38,100 | $ (47,500) | ||||||||||
ION Media | FCC licenses | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Measurement period adjustments to intangible assets | $ 9,500 | |||||||||||
ION Media | Common stock, Class A | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of warrants | shares | 23.1 | |||||||||||
ION Media | Berkshire Hathaway | Preferred Stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity issued | $ 600,000 | |||||||||||
Number of warrants | shares | 23.1 | |||||||||||
Exercise price of warrants | $ / shares | $ 13 | |||||||||||
ION Media | UNITED STATES | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of homes reached | home | 100 | |||||||||||
ION Media | Other affiliation relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 10 years | |||||||||||
Intangible assets acquired | $ 22,000 | |||||||||||
ION Media | Trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 10 years | |||||||||||
Intangible assets acquired | 72,000 | |||||||||||
ION Media | Advertiser relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Measurement period adjustments to intangible assets | $ (4,000) | |||||||||||
Estimated useful life | 7 years | |||||||||||
Intangible assets acquired | 143,000 | |||||||||||
ION Media | INYO and other affiliation relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Measurement period adjustments to intangible assets | $ (14,000) | |||||||||||
ION Media | INYO affiliation agreement | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life | 20 years | |||||||||||
Intangible assets acquired | $ 422,000 | |||||||||||
Nuvyyo | Subsequent Event | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration, net of cash acquired | $ 12,100 |
Acquisitions - ION Media (Detai
Acquisitions - ION Media (Details) - USD ($) $ in Thousands | Jan. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Plus: Cash acquired | $ 14,493 | |||
Plus: Working capital | 57,755 | |||
Total transaction gross cash consideration | 2,722,248 | |||
Less: Proceeds from ION stations divested | (30,000) | |||
Total transaction net cash consideration | 2,692,248 | |||
Less: Cash acquired | (14,493) | |||
Total consideration, net of cash acquired | 2,677,755 | $ 2,677,755 | $ 7,103 | $ 1,190,422 |
ION Media | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | $ 2,650,000 |
Acquisitions - Fair value of as
Acquisitions - Fair value of assets acquired and liabilities assumed, ION Media (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,913,384 | $ 1,203,212 | $ 1,224,679 | $ 786,837 | |
ION Media | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 135,006 | ||||
Other current assets | 25,353 | ||||
Programming rights | 169,027 | ||||
Property and equipment | 122,520 | ||||
Operating lease right-of-use assets | 72,717 | ||||
Other assets | 2,295 | ||||
Goodwill | 1,796,148 | ||||
Accounts payable | (9,674) | ||||
Unearned revenue | (13,043) | ||||
Accrued expenses | (15,814) | ||||
Current portion of programming liabilities | (92,721) | ||||
Other current liabilities | (24,810) | ||||
Programming liabilities | (191,837) | ||||
Deferred tax liabilities | (265,291) | ||||
Operating lease liabilities | (78,438) | ||||
Other long-term liabilities | (36,883) | ||||
Net purchase price | 2,677,755 | ||||
ION Media | INYO affiliation agreement | |||||
Business Acquisition [Line Items] | |||||
Amortizable intangible assets: | 422,000 | ||||
ION Media | Other affiliation relationships | |||||
Business Acquisition [Line Items] | |||||
Amortizable intangible assets: | 22,000 | ||||
ION Media | Advertiser relationships | |||||
Business Acquisition [Line Items] | |||||
Amortizable intangible assets: | 143,000 | ||||
ION Media | Trade names | |||||
Business Acquisition [Line Items] | |||||
Amortizable intangible assets: | 72,000 | ||||
ION Media | FCC licenses | |||||
Business Acquisition [Line Items] | |||||
Indefinite-lived intangible assets - FCC licenses | $ 424,200 |
Acquisitions - Fair value of _2
Acquisitions - Fair value of assets acquired and liabilities assumed, Raycom, Cordillera, Nexstar-Tribune (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 19, 2019 | May 01, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Fair values of the assets acquired and the liabilities assumed | |||||||
Programming (less current portion) | $ 510,316 | $ 138,701 | |||||
Goodwill | 2,913,384 | 1,203,212 | $ 1,224,679 | $ 786,837 | |||
Current portion of programming liabilities | (180,269) | (72,743) | |||||
Programming liabilities | (352,686) | (33,481) | |||||
Local Media | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Goodwill | 905,494 | 905,494 | 926,945 | $ 491,219 | |||
Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Accounts receivable | 26,770 | ||||||
Current portion of programming | 11,997 | ||||||
Other current assets | 4,527 | ||||||
Property and equipment | 127,024 | ||||||
Operating lease right-of-use assets | 87,410 | ||||||
Programming (less current portion) | 9,830 | ||||||
Goodwill | 438,226 | ||||||
Accounts payable | (15) | ||||||
Accrued expenses | (10,336) | ||||||
Current portion of programming liabilities | (16,211) | ||||||
Other current liabilities | (3,465) | ||||||
Programming liabilities | (15,607) | ||||||
Operating lease liabilities | (84,449) | ||||||
Net purchase price | 1,179,701 | ||||||
Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | Local Media | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Goodwill | 438,000 | ||||||
Raycom Media, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Property and equipment | $ 11,721 | ||||||
Operating lease right-of-use assets | 296 | ||||||
Goodwill | 18,349 | ||||||
Operating lease liabilities | (296) | ||||||
Net purchase price | 54,970 | ||||||
Cordillera Communications, LLC | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Accounts receivable | $ 26,770 | ||||||
Other current assets | 986 | ||||||
Property and equipment | 53,734 | ||||||
Operating lease right-of-use assets | 4,667 | ||||||
Goodwill | 251,681 | ||||||
Accounts payable | (15) | ||||||
Accrued expenses | (5,750) | ||||||
Other current liabilities | (280) | ||||||
Operating lease liabilities | (4,387) | ||||||
Net purchase price | 542,406 | ||||||
Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Current portion of programming | $ 11,997 | ||||||
Other current assets | 3,541 | ||||||
Property and equipment | 61,569 | ||||||
Operating lease right-of-use assets | 82,447 | ||||||
Programming (less current portion) | 9,830 | ||||||
Goodwill | 168,196 | ||||||
Accrued expenses | (4,586) | ||||||
Current portion of programming liabilities | (16,211) | ||||||
Other current liabilities | (3,185) | ||||||
Programming liabilities | (15,607) | ||||||
Operating lease liabilities | (79,766) | ||||||
Net purchase price | 582,325 | ||||||
Other affiliation relationships | Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 367,800 | ||||||
Other affiliation relationships | Raycom Media, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 17,400 | ||||||
Other affiliation relationships | Cordillera Communications, LLC | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 169,400 | ||||||
Other affiliation relationships | Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 181,000 | ||||||
Customer lists and advertiser relationships | Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 13,700 | ||||||
Customer lists and advertiser relationships | Raycom Media, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 700 | ||||||
Customer lists and advertiser relationships | Cordillera Communications, LLC | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 5,900 | ||||||
Customer lists and advertiser relationships | Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 7,100 | ||||||
Shared service agreement | Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 13,000 | ||||||
Shared service agreement | Cordillera Communications, LLC | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Amortizable intangible assets: | 13,000 | ||||||
FCC licenses | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Indefinite-lived intangible assets - FCC licenses | $ 781,015 | $ 356,815 | |||||
FCC licenses | Raycom Media, Inc., Cordillera Communications, LLC and Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Indefinite-lived intangible assets - FCC licenses | $ 209,500 | ||||||
FCC licenses | Raycom Media, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Indefinite-lived intangible assets - FCC licenses | $ 6,800 | ||||||
FCC licenses | Cordillera Communications, LLC | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Indefinite-lived intangible assets - FCC licenses | $ 26,700 | ||||||
FCC licenses | Nexstar Media Group, Inc. | |||||||
Fair values of the assets acquired and the liabilities assumed | |||||||
Indefinite-lived intangible assets - FCC licenses | $ 176,000 |
Acquisitions - Pro forma result
Acquisitions - Pro forma results of operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Operating revenues | $ 2,290,254 | $ 2,395,650 |
Income (loss) from continuing operations attributable to the shareholders of The E.W. Scripps Company | $ 101,146 | $ 275,658 |
Income (loss) per share from operations attributable to the shareholders of The E.W. Scripps Company: | ||
Basic (in dollars per share) | $ 1.19 | $ 3.30 |
Diluted (in dollars per share) | $ 1.12 | $ 3.29 |
Asset Write-Downs and Other C_2
Asset Write-Downs and Other Charges and Credits (Details) - USD ($) $ in Thousands | Jan. 07, 2021 | Dec. 30, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restructuring Cost and Reserve [Line Items] | ||||||||
Acquisition and related integration costs | $ 40,373 | $ 18,678 | $ 26,304 | |||||
Restructuring costs | 9,400 | |||||||
Impairment of goodwill and intangible assets | $ 7,100 | 7,050 | 0 | 0 | ||||
Loss on extinguishment of debt | (15,347) | 0 | 0 | |||||
Proceeds from sale of business | $ 30,000 | |||||||
Gain on sale of Triton business | $ 6,500 | 81,784 | 0 | 0 | ||||
Losses on stock warrant | $ 99,118 | $ 0 | $ 0 | |||||
Discontinued Operations, Disposed of by Sale | Triton Digital Media | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Proceeds from sale of business | 225,000 | |||||||
Gain on sale of Triton business | $ 81,800 | |||||||
Senior Notes | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Loss on extinguishment of debt | $ 15,300 | |||||||
Senior Notes | Senior unsecured notes, due in 2031 | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Redemption of senior debt | $ 22,000 | |||||||
Building | Denver KMGH Station | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Pretax gain on sale of building | $ 32,600 |
Income Taxes - Provision for in
Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 52,145 | $ (13,235) | $ 6,653 |
State and local | 9,096 | 2,478 | 2,235 |
Foreign | (48) | 107 | (6) |
Total current income tax provision (benefit) | 61,193 | (10,650) | 8,882 |
Deferred: | |||
Federal | 6,616 | 57,755 | (6,346) |
State and local | 3,087 | 8,902 | 206 |
Foreign | 293 | (551) | 175 |
Total deferred income tax provision (benefit) | 9,996 | 66,106 | (5,965) |
Provision for income taxes | $ 71,189 | $ 55,456 | $ 2,917 |
Income Taxes - Effective income
Income Taxes - Effective income tax reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate, Tax Rate Reconciliation | |||
Statutory rate | 21.00% | 21.00% | 21.00% |
Effect of: | |||
State and local income taxes, net of federal tax benefit | 5.60% | 4.50% | 212.70% |
Non-deductible mark-to-market losses | 11.50% | 0.00% | 0.00% |
Excess tax benefits from stock-based compensation | (0.90%) | 0.50% | (60.40%) |
Nondeductible expenses | 0.20% | 0.40% | 118.70% |
Reserve for uncertain tax positions | (0.80%) | 0.70% | (13.70%) |
Other | 1.50% | (0.60%) | 12.20% |
Effective income tax rate | 38.10% | 26.50% | 290.50% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Nondeductible expense related to acquisition | $ 102.6 | |
Additional tax refund | 14 | |
Potential affect of unrecognized tax benefits on effective tax rate | 9 | |
Interest accrued on unrecognized tax benefits (less than $0.1 million at December 31, 2020) | 1.5 | $ 0.1 |
Penalties accrued on unrecognized tax benefits | 0.9 | |
Potential change in unrecognized tax benefits | 0.3 | |
State | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | $ 614 |
Income Taxes - Deferred tax (li
Income Taxes - Deferred tax (liabilities) assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary differences [Abstract] | ||
Property and equipment | $ (54,292) | $ (31,003) |
Goodwill and other intangible assets | (378,978) | (119,074) |
Investments, primarily gains and losses not yet recognized for tax purposes | 2,886 | |
Investments, primarily gains and losses not yet recognized for tax purposes | (2,989) | |
Accrued expenses not deductible until paid | 10,867 | 7,748 |
Deferred compensation and retiree benefits not deductible until paid | 37,317 | 46,242 |
Operating lease right-of-use assets | 31,507 | 12,480 |
Operating lease liabilities | 33,174 | 12,089 |
Interest limitation carryforward | 7 | 0 |
Other temporary differences, net | 12,354 | 966 |
Total temporary differences | (368,172) | (98,501) |
Federal and state net operating loss carryforwards | 23,863 | 15,532 |
Valuation allowance for state deferred tax assets | (12,468) | (2,875) |
Net deferred tax liability | $ (356,777) | $ (85,844) |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Gross unrecognized tax benefits at beginning of year | $ 2,376 | $ 576 | $ 1,112 |
Increases in tax positions for prior years | 22,348 | 166 | 87 |
Decreases in tax positions for prior years | 0 | (141) | (387) |
Increases in tax positions for current years | 3,164 | 1,661 | 0 |
Decreases in tax positions for current years | 0 | 0 | (167) |
Increases (decreases) from lapse in statute of limitations | (4,234) | 114 | (69) |
Decreases due to settlements with taxing authorities | (13,082) | 0 | 0 |
Gross unrecognized tax benefits at end of year | $ 10,572 | $ 2,376 | $ 576 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Restricted cash | $ 34,257,000 | $ 1,050,000,000 | $ 0 | |
Senior Notes | Senior 3.875% Notes Due 2029 | ||||
Debt Instrument [Line Items] | ||||
Debt issued | $ 550,000,000 | |||
Senior Notes | Senior unsecured notes, due in 2031 | ||||
Debt Instrument [Line Items] | ||||
Debt issued | $ 500,000,000 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments [Abstract] | ||
Investments held at cost | $ 15,431 | $ 4,564 |
Equity method investments | 6,201 | 9,840 |
Total investments | $ 21,632 | $ 14,404 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 875,327 | $ 719,198 |
Accumulated depreciation | 418,382 | 375,278 |
Net property and equipment | 456,945 | 343,920 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 65,559 | 62,655 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 204,819 | 183,516 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 575,920 | 447,139 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 29,029 | $ 25,888 |
Leases - Additional information
Leases - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Term of renewal | 5 years | |
Term of option to terminate | 1 year | |
Operating lease costs recognized | $ 24.3 | $ 21 |
Short-term lease costs | $ 1.8 | $ 0.5 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 30 years |
Leases - Lease assets and liabi
Leases - Lease assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use assets | $ 124,821 | $ 51,471 |
Other current liabilities | 20,066 | 9,623 |
Operating lease liabilities | $ 113,892 | $ 42,097 |
Weighted Average Remaining Lease Term | 8 years 4 months 6 days | 7 years 7 months 20 days |
Weighted Average Discount Rate | 4.16% | 5.96% |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current | Other Liabilities, Current |
Leases - Cash flow supplemental
Leases - Cash flow supplemental (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Disclosures | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 22,477 | $ 19,028 |
Right-of-use assets obtained in exchange for lease obligations | $ 17,835 | $ 5,235 |
Leases - Operating lease maturi
Leases - Operating lease maturity schedules (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 27,477 |
2023 | 24,063 |
2024 | 21,133 |
2025 | 17,005 |
2026 | 15,019 |
Thereafter | 54,495 |
Total future minimum lease payments | 159,192 |
Less: Imputed interest | (25,234) |
Total | $ 133,958 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill by business segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of activity related to goodwill by business segment | ||||
Gross balance | $ 3,151,298 | $ 1,441,126 | $ 1,462,593 | $ 1,054,154 |
Accumulated impairment losses | (237,914) | (237,914) | (237,914) | (267,317) |
Goodwill [Roll Forward] | ||||
Balance, beginning of period | 1,203,212 | 1,224,679 | 786,837 | |
Balance, end of period | 2,913,384 | 1,203,212 | 1,224,679 | |
Cracked | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | (29,403) | |||
Goodwill impairment reversal for sale | 29,403 | |||
WPIX | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | (24,997) | |||
Weathersphere | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | (633) | |||
Triton Digital Canada, Inc. | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | (85,976) | |||
Local Media | ||||
Summary of activity related to goodwill by business segment | ||||
Gross balance | 1,122,408 | 1,122,408 | 1,143,859 | 708,133 |
Accumulated impairment losses | (216,914) | (216,914) | (216,914) | (216,914) |
Goodwill [Roll Forward] | ||||
Balance, beginning of period | 905,494 | 926,945 | 491,219 | |
Balance, end of period | 905,494 | 905,494 | 926,945 | |
Local Media | Cracked | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | 0 | |||
Goodwill impairment reversal for sale | 0 | |||
Local Media | WPIX | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | (24,997) | |||
Local Media | Weathersphere | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | (633) | |||
Local Media | Triton Digital Canada, Inc. | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | 0 | |||
Scripps Networks | ||||
Summary of activity related to goodwill by business segment | ||||
Gross balance | 2,028,890 | 232,742 | 232,742 | 232,742 |
Accumulated impairment losses | (21,000) | (21,000) | (21,000) | (21,000) |
Goodwill [Roll Forward] | ||||
Balance, beginning of period | 211,742 | 211,742 | 211,742 | |
Balance, end of period | 2,007,890 | 211,742 | 211,742 | |
Scripps Networks | Cracked | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | 0 | |||
Goodwill impairment reversal for sale | 0 | |||
Scripps Networks | WPIX | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | 0 | |||
Scripps Networks | Weathersphere | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | 0 | |||
Scripps Networks | Triton Digital Canada, Inc. | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | 0 | |||
Other | ||||
Summary of activity related to goodwill by business segment | ||||
Gross balance | 0 | 85,976 | 85,992 | 113,279 |
Accumulated impairment losses | 0 | 0 | 0 | $ (29,403) |
Goodwill [Roll Forward] | ||||
Balance, beginning of period | 85,976 | 85,992 | 83,876 | |
Balance, end of period | 0 | 85,976 | 85,992 | |
Other | Cracked | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | (29,403) | |||
Goodwill impairment reversal for sale | 29,403 | |||
Other | WPIX | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | 0 | |||
Other | Weathersphere | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | 0 | |||
Other | Triton Digital Canada, Inc. | ||||
Goodwill [Roll Forward] | ||||
Sales of business unit | (85,976) | |||
Triton Digital Canada, Inc. | ||||
Goodwill [Roll Forward] | ||||
Acquisition adjustment | (3,220) | |||
Triton Digital Canada, Inc. | Local Media | ||||
Goodwill [Roll Forward] | ||||
Acquisition adjustment | 0 | |||
Triton Digital Canada, Inc. | Scripps Networks | ||||
Goodwill [Roll Forward] | ||||
Acquisition adjustment | 0 | |||
Triton Digital Canada, Inc. | Other | ||||
Goodwill [Roll Forward] | ||||
Acquisition adjustment | (3,220) | |||
Television Stations | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 435,726 | |||
Acquisition adjustment | 2,500 | |||
Television Stations | Local Media | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 435,726 | |||
Acquisition adjustment | 2,500 | |||
Television Stations | Scripps Networks | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 0 | |||
Acquisition adjustment | 0 | |||
Television Stations | Other | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 0 | |||
Acquisition adjustment | 0 | |||
Omny Studio | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 5,336 | |||
Acquisition adjustment | (16) | |||
Omny Studio | Local Media | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 0 | |||
Acquisition adjustment | 0 | |||
Omny Studio | Scripps Networks | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 0 | |||
Acquisition adjustment | 0 | |||
Omny Studio | Other | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | $ 5,336 | |||
Acquisition adjustment | (16) | |||
KDCO | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 1,679 | |||
KDCO | Local Media | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 1,679 | |||
KDCO | Scripps Networks | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 0 | |||
KDCO | Other | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | $ 0 | |||
ION Media | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 1,796,148 | |||
ION Media | Local Media | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 0 | |||
ION Media | Scripps Networks | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | 1,796,148 | |||
ION Media | Other | ||||
Goodwill [Roll Forward] | ||||
Acquisitions | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of other intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying amount: | ||
Total carrying amount | $ 1,407,909 | $ 823,589 |
Accumulated amortization: | ||
Total accumulated amortization | (278,613) | (204,960) |
Net amortizable intangible assets | 1,129,296 | 618,629 |
Total other intangible assets | 1,910,311 | 975,444 |
FCC licenses | ||
Accumulated amortization: | ||
Other indefinite-lived intangible assets - FCC licenses | 781,015 | 356,815 |
Other affiliation relationships | ||
Carrying amount: | ||
Total carrying amount | 1,060,244 | 616,244 |
Accumulated amortization: | ||
Total accumulated amortization | (168,021) | (113,950) |
Customer lists and advertiser relationships | ||
Carrying amount: | ||
Total carrying amount | 217,400 | 102,900 |
Accumulated amortization: | ||
Total accumulated amortization | (77,711) | (53,232) |
Other intangible assets | ||
Carrying amount: | ||
Total carrying amount | 130,265 | 104,445 |
Accumulated amortization: | ||
Total accumulated amortization | $ (32,881) | $ (37,778) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Other intangible assets | $ 1,407,909 | $ 823,589 |
Estimated amortization expense of intangible assets for 2021 | 94,400 | |
Estimated amortization expense of intangible assets for 2022 | 90,800 | |
Estimated amortization expense of intangible assets for 2023 | 89,500 | |
Estimated amortization expense of intangible assets for 2024 | 87,700 | |
Estimated amortization expense of intangible assets for 2025 | 84,700 | |
Estimated amortization expense of intangible assets for later years | 682,200 | |
Other intangible assets | ||
Goodwill [Line Items] | ||
Other intangible assets | 130,265 | 104,445 |
FCC licenses | ||
Goodwill [Line Items] | ||
Indefinite-lived intangible assets - FCC licenses | $ 781,015 | $ 356,815 |
Long-Term Debt - Components of
Long-Term Debt - Components of long-term debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Long-term debt | |||
Long-term debt | $ 3,210,912,000 | $ 2,991,910,000 | |
Less: Debt issuance costs and issuance discounts | (62,907,000) | (57,939,000) | |
Current portion of long-term debt | (18,612,000) | (10,612,000) | |
Net carrying value of long-term debt | 3,129,393,000 | 2,923,359,000 | |
Fair value of long-term debt | [1] | 3,249,278,000 | 3,064,194,000 |
Revolving credit facility | Variable rate credit facility | |||
Components of Long-term debt | |||
Long-term debt | 0 | 0 | |
Senior secured notes, due in 2029 | Senior unsecured notes | |||
Components of Long-term debt | |||
Long-term debt | 550,000,000 | 550,000,000 | |
Senior unsecured notes, due in 2025 | Senior unsecured notes | |||
Components of Long-term debt | |||
Long-term debt | 0 | 400,000,000 | |
Senior unsecured notes, due in 2027 | Senior unsecured notes | |||
Components of Long-term debt | |||
Long-term debt | 484,655,000 | 500,000,000 | |
Senior unsecured notes, due in 2031 | Senior unsecured notes | |||
Components of Long-term debt | |||
Long-term debt | 477,958,000 | 500,000,000 | |
Term loan, due in 2024 | |||
Components of Long-term debt | |||
Long-term debt | 287,250,000 | 290,250,000 | |
Term loan, due in 2026 | |||
Components of Long-term debt | |||
Long-term debt | 744,049,000 | 751,660,000 | |
Term loan, due in 2028 | |||
Components of Long-term debt | |||
Long-term debt | $ 667,000,000 | $ 0 | |
[1] | * The fair values of debt are estimated based on either quoted private market transactions or observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy. |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | May 15, 2021USD ($) | Jan. 07, 2021USD ($) | Dec. 30, 2020USD ($) | Jul. 26, 2019USD ($) | May 01, 2019USD ($) | Oct. 02, 2017USD ($) | Apr. 28, 2017USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 3,210,912,000 | $ 3,210,912,000 | $ 2,991,910,000 | |||||||||
Write off of deferred financing costs | 3,100,000 | |||||||||||
Loss on extinguishment of debt | 15,347,000 | 0 | $ 0 | |||||||||
Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | (15,300,000) | |||||||||||
Aggregate principal amount of reduction | $ 562,600,000 | |||||||||||
Revolving credit facility | Variable rate credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit and term loan agreement | $ 400,000,000 | $ 210,000,000 | ||||||||||
Number of days before maturity of notes | 91 days | |||||||||||
Weighted average interest rate | 2.46% | |||||||||||
Long-term debt | 0 | $ 0 | $ 0 | |||||||||
Net leverage ratio requirement | 4.75 | |||||||||||
Revolving credit facility | Variable rate credit facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.30% | |||||||||||
Revolving credit facility | Variable rate credit facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
LIBOR plus margin range | 1.75% | |||||||||||
Revolving credit facility | Variable rate credit facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.50% | |||||||||||
Revolving credit facility | Variable rate credit facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
LIBOR plus margin range | 2.50% | |||||||||||
Revolving credit facility | Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Outstanding letter of credits | $ 6,900,000 | $ 6,900,000 | $ 6,000,000 | |||||||||
Term loan, due in 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Weighted average interest rate | 2.09% | 2.09% | 2.15% | |||||||||
Long-term debt | $ 287,250,000 | $ 287,250,000 | $ 290,250,000 | |||||||||
Debt issued | $ 300,000,000 | |||||||||||
Net leverage ratio requirement | 2.75 | |||||||||||
Annual principal payment | $ 3,000,000 | |||||||||||
Variable interest rate | 2.10% | 2.10% | 2.15% | |||||||||
Term loan, due in 2024 | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
LIBOR plus margin range | 2.00% | |||||||||||
Term loan, due in 2024 | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
LIBOR plus margin range | 1.75% | |||||||||||
Term loan, due in 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Weighted average interest rate | 3.31% | 3.31% | 2.65% | |||||||||
Long-term debt | $ 744,049,000 | $ 744,049,000 | $ 751,660,000 | |||||||||
Annual principal payment | $ 7,600,000 | |||||||||||
Variable interest rate | 3.31% | 3.31% | 2.65% | |||||||||
Debt issuance costs | 23,000,000 | |||||||||||
Minimum LIBOR rate | 0.75% | |||||||||||
Term loan, due in 2026 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
LIBOR plus margin range | 2.56% | |||||||||||
Term loan, due in 2028 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 667,000,000 | $ 667,000,000 | $ 0 | |||||||||
Minimum LIBOR rate | 0.75% | |||||||||||
Annual principal payments | $ 8,000,000 | |||||||||||
Redemption of senior notes | $ 125,000,000 | |||||||||||
Term loan, due in 2028 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
LIBOR plus margin range | 3.00% | |||||||||||
Term loan, due in 2028 | Medium-term Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Weighted average interest rate | 3.75% | 3.75% | ||||||||||
Debt stated rate | 3.75% | 3.75% | ||||||||||
Sixth Amendment Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs | $ 23,400,000 | |||||||||||
Senior 3.875% Notes Due 2029 | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issued | $ 550,000,000 | |||||||||||
Debt issuance costs | $ 13,800,000 | |||||||||||
Debt stated rate | 3.875% | |||||||||||
Debt issuance price as percentage of par | 100.00% | |||||||||||
Senior 3.875% Notes Due 2029 | Senior Notes | Redemption, Period One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of principal amount redeemed | 40.00% | |||||||||||
Debt redemption price | 103.875% | |||||||||||
Senior 3.875% Notes Due 2029 | Senior Notes | Redemption, Period Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt redemption price | 100.00% | |||||||||||
Senior unsecured notes, due in 2025 | Senior unsecured notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 0 | $ 0 | 400,000,000 | |||||||||
Debt issued | $ 400,000,000 | |||||||||||
Debt issuance costs | $ 7,000,000 | |||||||||||
Debt stated rate | 5.125% | |||||||||||
Debt issuance price as percentage of par | 100.00% | |||||||||||
Debt redemption price | 102.563% | |||||||||||
Loss on extinguishment of debt | $ (13,800,000) | |||||||||||
Senior unsecured notes, due in 2027 | Senior unsecured notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 484,655,000 | 484,655,000 | 500,000,000 | |||||||||
Debt redemption price | 103.94% | |||||||||||
Loss on extinguishment of debt | $ 900,000 | |||||||||||
Senior unsecured notes, due in 2027 | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issued | $ 500,000,000 | |||||||||||
Debt issuance costs | $ 10,700,000 | |||||||||||
Redemption of senior notes | 15,400,000 | |||||||||||
Debt stated rate | 5.875% | |||||||||||
Debt issuance price as percentage of par | 100.00% | |||||||||||
Percentage of principal amount redeemed | 40.00% | |||||||||||
Debt redemption price | 105.875% | |||||||||||
Senior unsecured notes, due in 2027 | Senior Notes | Redemption, Period Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt redemption price | 100.00% | |||||||||||
Senior unsecured notes, due in 2031 | Senior unsecured notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 477,958,000 | $ 477,958,000 | $ 500,000,000 | |||||||||
Debt redemption price | 101.13% | |||||||||||
Loss on extinguishment of debt | $ (600,000) | |||||||||||
Senior unsecured notes, due in 2031 | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issued | $ 500,000,000 | |||||||||||
Debt issuance costs | $ 12,500,000 | |||||||||||
Debt stated rate | 5.375% | |||||||||||
Debt issuance price as percentage of par | 100.00% | |||||||||||
Senior unsecured notes, due in 2031 | Senior Notes | Redemption, Period One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of principal amount redeemed | 40.00% | |||||||||||
Debt redemption price | 105.375% | |||||||||||
Senior unsecured notes, due in 2031 | Senior Notes | Redemption, Period Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt redemption price | 100.00% | |||||||||||
Cordillera Communications, LLC And Nexstar Media Group, Inc. | Term loan, due in 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issued | $ 765,000,000 | |||||||||||
ION Media | Term loan, due in 2026 | Medium-term Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issued | $ 800,000,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Recurring Measurements - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and liabilities that are measured at fair value on a recurring basis | ||
Cash equivalents | $ 32,536 | $ 539,891 |
Level 1 | ||
Assets and liabilities that are measured at fair value on a recurring basis | ||
Cash equivalents | 32,536 | 539,891 |
Level 2 | ||
Assets and liabilities that are measured at fair value on a recurring basis | ||
Cash equivalents | 0 | 0 |
Level 3 | ||
Assets and liabilities that are measured at fair value on a recurring basis | ||
Cash equivalents | $ 0 | $ 0 |
Other Liabilities - Summary of
Other Liabilities - Summary of other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other liabilities | ||
Employee compensation and benefits | $ 29,175 | $ 34,020 |
Deferred FCC repack income | 47,977 | 44,945 |
Programming liability | 352,686 | 33,481 |
Liability for pension benefits | 102,831 | 161,845 |
Liabilities for uncertain tax positions | 12,280 | 2,332 |
Other | 30,989 | 9,742 |
Other liabilities (less current portion) | $ 575,938 | $ 286,365 |
Other Liabilities - Narrative (
Other Liabilities - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Jan. 07, 2021 | |
Business Acquisition [Line Items] | ||
Uncertain tax liabilities assumed in acquisition related DPAD | $ 21.9 | |
ION Media | ||
Business Acquisition [Line Items] | ||
Uncertain tax position liabilities assumed in acquisition | $ 26.1 | |
Tax settlement related to DPAD | $ 17.2 | |
Increases (decreases) from lapse in statute of limitations | $ 4.7 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Change in certain working capital accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |||
Accounts receivable | $ (31,624) | $ (40,524) | $ (98,714) |
Other current assets | 12,488 | 22,644 | (11,056) |
Accounts payable | 18,534 | 19,520 | 1,572 |
Accrued employee compensation and benefits | 4,073 | 11,915 | 877 |
Accrued interest | 18,459 | 1,162 | 12,726 |
Other accrued liabilities | 2,336 | (5,918) | 4,239 |
Unearned revenue | (7,080) | 3,397 | 358 |
Other, net | (21,407) | 21,898 | (19,532) |
Total | $ (4,221) | $ 34,094 | $ (109,530) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 66,223 | $ 576,021 | $ 32,968 | |
Restricted cash | 34,257 | 1,050,000 | 0 | |
Total cash, cash equivalents and restricted cash, end of year | $ 100,480 | $ 1,626,021 | $ 32,968 | $ 107,114 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Net periodic benefit cost | $ 14,737 | $ 18,467 | $ 17,579 |
Allocated to discontinued operations | 0 | (522) | (447) |
Net periodic benefit cost - continuing operations | 14,737 | 17,945 | 17,132 |
Defined benefit plans | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Interest cost | 16,465 | 19,799 | 23,287 |
Expected return on plan assets, net of expenses | (23,235) | (21,016) | (19,974) |
Amortization of actuarial loss and prior service cost | 6,210 | 4,672 | 2,622 |
Total for defined benefit plans | (560) | 3,455 | 5,935 |
Multi-employer plans | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Net periodic benefit cost | 0 | 5 | 132 |
SERPs | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Interest cost | 473 | 586 | |
Net periodic benefit cost | 903 | 933 | 1,018 |
Defined Contribution Plan | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Net periodic benefit cost | $ 14,394 | $ 14,074 | $ 10,494 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Estimated future benefit payments expected to be paid in 2021 | $ 32,900 | ||
Estimated future benefit payments expected to be paid in 2022 | 33,400 | ||
Estimated future benefit payments expected to be paid in 2023 | 34,000 | ||
Estimated future benefit payments expected to be paid in 2024 | 34,600 | ||
Estimated future benefit payments expected to be paid in 2025 | 34,900 | ||
Total estimated future benefit payments expected to be paid for the five years ending 2030 | $ 177,100 | ||
Target plan asset allocations range | 100.00% | ||
Fixed-income securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations range | 50.00% | ||
Equity and other return-seeking assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations range | 50.00% | ||
Defined benefit plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Current year actuarial gain (loss) | $ 27,318 | $ (5,296) | $ (5,478) |
Expected contributions to benefit plans | 25,000 | ||
SERPs | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of actuarial loss | (300) | (300) | (200) |
Current year actuarial gain (loss) | (300) | $ 1,000 | $ 1,900 |
Expected contributions to benefit plans | $ 1,400 |
Employee Benefit Plans - Change
Employee Benefit Plans - Changes recognized in OCI (Details) - Defined benefit plans - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial gain/(loss) | $ 27,318 | $ (5,296) | $ (5,478) |
Amortization of actuarial loss and prior service cost | (6,210) | (4,672) | (2,622) |
Total | $ 33,528 | $ (624) | $ (2,856) |
Employee Benefit Plans - Annual
Employee Benefit Plans - Annual retirement plan expense assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Discount rate | 2.64% | 340.00% | 438.00% |
Long-term rate of return on plan assets | 5.50% | 5.50% | 5.50% |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of defined benefit plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined benefit plans | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | $ 637,165 | $ 593,591 | |
Interest cost | 16,465 | 19,799 | $ 23,287 |
Benefits paid | (31,616) | (31,576) | |
Actuarial (gains)/losses | (18,705) | 55,351 | |
Projected benefit obligation at end of year | 603,309 | 637,165 | 593,591 |
Plan assets: | |||
Fair value at beginning of year | 492,827 | 420,699 | |
Actual return on plan assets | 31,848 | 71,071 | |
Company contributions | 24,089 | 32,633 | |
Benefits paid | (31,616) | (31,576) | |
Fair value at end of year | 517,148 | 492,827 | 420,699 |
Funded status | (86,161) | (144,338) | |
Amounts recognized in Consolidated Balance Sheets: | |||
Current liabilities | 0 | 0 | |
Noncurrent liabilities | (86,161) | (144,338) | |
Total | (86,161) | (144,338) | |
Amounts Recognized in Accumulated Other Comprehensive Loss: | |||
Net actuarial loss recognized in accumulated other comprehensive loss | 90,197 | 123,707 | |
Prior service cost recognized in accumulated other comprehensive loss | 370 | 388 | |
SERPs | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | 18,890 | 18,541 | |
Interest cost | 473 | 586 | |
Benefits paid | (1,028) | (1,236) | |
Actuarial (gains)/losses | (312) | 999 | |
Projected benefit obligation at end of year | 18,023 | 18,890 | 18,541 |
Plan assets: | |||
Fair value at beginning of year | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Company contributions | 1,028 | 1,236 | |
Benefits paid | (1,028) | (1,236) | |
Fair value at end of year | 0 | 0 | $ 0 |
Funded status | (18,023) | (18,890) | |
Amounts recognized in Consolidated Balance Sheets: | |||
Current liabilities | (1,353) | (1,383) | |
Noncurrent liabilities | (16,670) | (17,507) | |
Total | (18,023) | (18,890) | |
Amounts Recognized in Accumulated Other Comprehensive Loss: | |||
Net actuarial loss recognized in accumulated other comprehensive loss | 7,364 | 7,999 | |
Prior service cost recognized in accumulated other comprehensive loss | $ 0 | $ 0 |
Employee Benefit Plans - Pensio
Employee Benefit Plans - Pension plans with accumulated benefit obligation in excess of assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined benefit plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | $ 603,309 | $ 637,165 | |
Projected benefit obligation | 603,309 | 637,165 | $ 593,591 |
Fair value of plan assets | 517,148 | 492,827 | 420,699 |
SERPs | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | 18,023 | 18,890 | |
Projected benefit obligation | 18,023 | 18,890 | 18,541 |
Fair value of plan assets | $ 0 | $ 0 | $ 0 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined benefit plan obligations assumptions (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted average discount rate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted average discount rate | 2.95% | 2.64% | 3.40% |
Employee Benefit Plans - Alloca
Employee Benefit Plans - Allocation of plan assets (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Target allocation | 100.00% | |
Percentage of plan assets at end of period | 100.00% | 100.00% |
US equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target allocation | 15.00% | |
Percentage of plan assets at end of period | 15.00% | 16.00% |
Non-US equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target allocation | 30.00% | |
Percentage of plan assets at end of period | 35.00% | 39.00% |
Fixed-income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target allocation | 50.00% | |
Percentage of plan assets at end of period | 49.00% | 44.00% |
Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target allocation | 5.00% | |
Percentage of plan assets at end of period | 1.00% | 1.00% |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of plan assets by fair value hierarchy (Details) - Estimate of fair value - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of plan assets | $ 517,148 | $ 492,827 |
Equity securities, Common/collective trust funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of plan assets | 261,810 | 274,810 |
Fixed income, Common/collective trust funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of plan assets | 252,731 | 215,444 |
Cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of plan assets | $ 2,607 | $ 2,573 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Local Media | Dec. 31, 2021affiliatestationlowPowerStation |
Segment Reporting Information [Line Items] | |
Number of local broadcast stations | station | 61 |
Number of low power stations operated | lowPowerStation | 10 |
ABC affiliates | |
Segment Reporting Information [Line Items] | |
Number of television affiliates | 18 |
NBC affiliates | |
Segment Reporting Information [Line Items] | |
Number of television affiliates | 11 |
CBS affiliates | |
Segment Reporting Information [Line Items] | |
Number of television affiliates | 9 |
FOX affiliates | |
Segment Reporting Information [Line Items] | |
Number of television affiliates | 4 |
CW affiliates | |
Segment Reporting Information [Line Items] | |
Number of television affiliates | 12 |
Number of full power stations | station | 4 |
Number of multicast | station | 8 |
Independent stations | |
Segment Reporting Information [Line Items] | |
Number of television affiliates | 5 |
Segment Information - Schedule
Segment Information - Schedule of business segments (Details) - USD ($) $ in Thousands | Dec. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Segment operating revenues: | ||||
Total operating revenues | $ 2,283,532 | $ 1,857,478 | $ 1,351,399 | |
Segment profit (loss): | ||||
Segment profit (loss) | 400,745 | 303,488 | 87,359 | |
Acquisition and related integration costs | (40,373) | (18,678) | (26,304) | |
Restructuring costs | (9,436) | 0 | (3,370) | |
Depreciation and amortization of intangible assets | (161,922) | (107,155) | (84,344) | |
Gains (losses), net on disposal of property and equipment | 30,275 | (661) | 1,692 | |
Interest expense | (165,164) | (92,994) | (80,596) | |
Loss on extinguishment of debt | (15,347) | 0 | 0 | |
Defined benefit pension plan expense | (343) | (4,388) | (6,953) | |
Gain on sale of Triton business | $ 6,500 | 81,784 | 0 | 0 |
Losses on stock warrant | (99,118) | 0 | 0 | |
Miscellaneous, net | (15,469) | 2,914 | 1,194 | |
Income from continuing operations before income taxes | 187,088 | 209,020 | 1,004 | |
Depreciation: | ||||
Total depreciation | 58,357 | 50,416 | 39,998 | |
Amortization of intangible assets: | ||||
Total amortization of intangible assets | 103,565 | 56,739 | 44,346 | |
Intersegment Eliminations | ||||
Segment operating revenues: | ||||
Total operating revenues | (14,743) | (12,845) | (9,904) | |
Corporate, Non-Segment | ||||
Segment profit (loss): | ||||
Segment profit (loss) | (75,576) | (60,758) | (57,409) | |
Depreciation: | ||||
Total depreciation | 1,498 | 1,495 | 1,462 | |
Amortization of intangible assets: | ||||
Total amortization of intangible assets | 2,504 | 1,354 | 1,353 | |
Local Media | Operating Segments | ||||
Segment operating revenues: | ||||
Total operating revenues | 1,319,468 | 1,488,237 | 1,032,709 | |
Segment profit (loss): | ||||
Segment profit (loss) | 268,140 | 444,243 | 227,789 | |
Depreciation: | ||||
Total depreciation | 39,368 | 42,934 | 34,086 | |
Amortization of intangible assets: | ||||
Total amortization of intangible assets | 40,315 | 37,848 | 26,283 | |
Scripps Networks | Operating Segments | ||||
Segment operating revenues: | ||||
Total operating revenues | 951,883 | 309,076 | 270,060 | |
Segment profit (loss): | ||||
Segment profit (loss) | 389,278 | 28,324 | 15,585 | |
Depreciation: | ||||
Total depreciation | 17,109 | 5,133 | 3,854 | |
Amortization of intangible assets: | ||||
Total amortization of intangible assets | 58,599 | 9,460 | 9,507 | |
Other | Operating Segments | ||||
Segment operating revenues: | ||||
Total operating revenues | 26,924 | 73,010 | 58,534 | |
Segment profit (loss): | ||||
Segment profit (loss) | 359 | 18,173 | 13,720 | |
Depreciation: | ||||
Total depreciation | 382 | 854 | 596 | |
Amortization of intangible assets: | ||||
Total amortization of intangible assets | $ 2,147 | $ 8,077 | $ 7,203 |
Segment Information - Disaggreg
Segment Information - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 2,283,532 | $ 1,857,478 | $ 1,351,399 |
Core advertising | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 1,592,121 | 915,515 | 861,386 |
Political | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 22,693 | 272,066 | 23,263 |
Retransmission and carriage | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 614,892 | 588,888 | 390,043 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 53,826 | $ 81,009 | $ 76,707 |
Segment Information - Additions
Segment Information - Additions to property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total additions to property and equipment | $ 62,378 | $ 46,477 | $ 61,225 |
Total assets | 6,658,314 | 4,859,386 | 3,561,857 |
Continuing Operations | |||
Segment Reporting Information [Line Items] | |||
Total assets | 6,658,314 | 4,859,386 | 3,460,591 |
Discontinued Operations | |||
Segment Reporting Information [Line Items] | |||
Total assets | 0 | 0 | 101,266 |
Operating Segments | Local Media | |||
Segment Reporting Information [Line Items] | |||
Total additions to property and equipment | 35,963 | 42,611 | 46,855 |
Total assets | 2,431,730 | 2,463,064 | 2,694,667 |
Operating Segments | Scripps Networks | |||
Segment Reporting Information [Line Items] | |||
Total additions to property and equipment | 23,871 | 2,020 | 11,126 |
Total assets | 3,865,046 | 526,887 | 486,593 |
Operating Segments | Other | |||
Segment Reporting Information [Line Items] | |||
Total additions to property and equipment | 430 | 1,200 | 1,366 |
Total assets | 27,582 | 198,215 | 197,674 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total additions to property and equipment | 2,114 | 646 | 1,878 |
Total assets | $ 333,956 | $ 1,671,220 | $ 81,657 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2021USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Contractual obligations due in 2022 | $ 690.7 |
Contractual obligations due in 2023 | 381.4 |
Contractual obligations due in 2024 | 296.7 |
Contractual obligations due in 2025 | 153.1 |
Contractual obligations due in 2026 | 123.1 |
Contractual obligations due in later years | $ 53 |
Capital Stock and Share Based_3
Capital Stock and Share Based Compensation Plans - Narrative (Details) $ / shares in Units, shares in Thousands | Jan. 07, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)directorclassOfCommonShareshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Mar. 31, 2020USD ($) | Jun. 30, 2021$ / shares | May 14, 2021USD ($) | Feb. 28, 2020USD ($) | Nov. 30, 2016USD ($) | |
Class of Stock [Line Items] | ||||||||||
Classes of common shares | classOfCommonShare | 2 | |||||||||
Number of directors as a percentage | 33.33% | |||||||||
Share price | $ / shares | $ 20.39 | |||||||||
Preferred stock dividends | $ 47,067,000 | |||||||||
Losses on stock warrant | $ 99,118,000 | $ 0 | $ 0 | |||||||
Stock repurchased during period, value | [1] | 584,000 | ||||||||
Number of shares available for future stock compensation grants | shares | 6,300 | |||||||||
ION Media | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 13 | |||||||||
Berkshire Hathaway | ||||||||||
Class of Stock [Line Items] | ||||||||||
Losses on stock warrant | $ 99,100,000 | |||||||||
Berkshire Hathaway | Level 3 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair value of warrants | $ 181,000,000 | $ 280,000,000 | ||||||||
Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Minimum number of directors up for election, on which common shareholders entitled to vote | director | 3 | |||||||||
Preferred Stock | Berkshire Hathaway | ION Media | ||||||||||
Class of Stock [Line Items] | ||||||||||
Purchase of equity | $ 600,000,000 | |||||||||
Number of shares purchased | shares | 6 | |||||||||
Share price | $ / shares | $ 100,000 | |||||||||
Preferred stock, redemption price, percent | 105.00% | |||||||||
Preferred stock, dividend rate, percentage | 8.00% | |||||||||
Dividend rate if previous dividends are not paid in cash, as a percentage | 9.00% | |||||||||
Preferred stock dividends | $ 45,100,000 | |||||||||
Number of warrants | shares | 23,100 | |||||||||
Exercise price of warrants | $ / shares | $ 13 | |||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock repurchased during period, value | $ 50,300,000 | |||||||||
Common stock, Class A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 100,000,000 | $ 100,000,000 | ||||||||
Stock repurchased during period, value | 0 | $ 0 | $ 600,000 | |||||||
Common stock, Class A | ION Media | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants | shares | 23,100 | |||||||||
Common stock, Class A | Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Price paid per share for stock repurchased during the period | $ / shares | $ 15.54 | |||||||||
Common stock, Class A | Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Price paid per share for stock repurchased during the period | $ / shares | $ 18.72 | |||||||||
Restricted stock units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total unrecognized compensation cost related to restricted stock, RSUs and performance shares | $ 24,600,000 | |||||||||
Weighted-average period of recognition, years | 1 year 7 months 6 days | |||||||||
Restricted stock units | Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Vesting period of stock options | 3 years | |||||||||
Restricted stock units | Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Vesting period of stock options | 4 years | |||||||||
[1] | * Net of tax payments related to shares withheld for vested stock and RSUs of $7,174 in 2021, $2,881 in 2020 and $3,831 in 2019. |
Capital Stock and Share Based_4
Capital Stock and Share Based Compensation Plans - Restricted stock and restricted stock unit activity (Details) - Restricted stock units - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Unvested shares at beginning of period, number of shares | 2,191,659 | 1,358,438 | 1,175,442 | |
Shares and units awarded in period, number of shares | 1,375,565 | 1,588,134 | 758,557 | |
Shares and units vested in period, number of shares | (1,060,685) | (739,633) | (536,064) | |
Shares and units forfeited in period, number of shares | (121,043) | (15,280) | (39,497) | |
Unvested shares at end of period, number of shares | 2,385,496 | 2,191,659 | 1,358,438 | |
Weighted Average | ||||
Unvested shares at beginning of period, weighted-average value (USD per share) | $ 17.25 | $ 12.22 | $ 18.68 | $ 15.86 |
Shares and units awarded in period, weighted-average value (USD per share) | 22.63 | 8.86 | 22.12 | |
Shares and units vested in period, weighted-average value (USD per share) | 20.32 | 11.52 | 21.67 | |
Shares and units forfeited in period, weighted-average value (USD per share) | 16.19 | 13.37 | 17.89 | |
Unvested shares at end of period, weighted-average value (USD per share) | $ 17.25 | $ 12.22 | $ 18.68 | |
Range of Prices | ||||
Unvested shares and units, range of exercise prices, beginning of period, lower range (USD per share) | 7 | 11 | 11 | |
Unvested shares and units, range of exercise prices, beginning of period, upper range (USD per share) | 23 | 24 | 24 | |
Shares and units awarded in period, range of exercise prices, lower range (USD per share) | 14 | 7 | 13 | |
Shares and units awarded in period, range of exercise prices, upper range (USD per share) | 23 | 12 | 23 | |
Shares and units vested in period, range of exercise prices, lower range (USD per share) | $ 15 | $ 7 | $ 12 | |
Shares and units vested in period, range of exercise prices, upper range (USD per share) | $ 24 | $ 17 | $ 23 | |
Shares and units forfeited in period, range of exercise prices, lower range (USD per share) | 9 | 8 | 13 | |
Shares and units forfeited in period, range of exercise prices, upper range (USD per share) | 23 | 23 | 24 | |
Unvested shares and units, range of exercise prices, end of period, lower range (USD per share) | 9 | 7 | 11 | |
Unvested shares and units, range of exercise prices, end of period, upper range (USD per share) | 23 | 23 | 24 |
Capital Stock and Share Based_5
Capital Stock and Share Based Compensation Plans - Additional restricted stock and restricted stock unit vesting (Details) - Restricted stock units - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of RSUs vested | $ 21,548 | $ 8,518 | $ 11,618 |
Tax benefits realized on shares and units vested | $ 5,101 | $ 2,019 | $ 2,969 |
Capital Stock and Share Based_6
Capital Stock and Share Based Compensation Plans - Schedule of stock compensation costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation, net of tax | $ 17,047 | $ 10,694 | $ 9,747 |
Discontinued Operations | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | 0 | 492 | 215 |
Continuing Operations | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | 22,334 | 14,015 | 13,093 |
Restricted stock units | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | $ 22,334 | $ 14,507 | $ 13,308 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss, beginning balance | $ (100,119) | $ (98,989) | |
Other comprehensive income (loss) before reclassifications, net of tax | 21,224 | (4,878) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 4,986 | 3,748 | |
Net current-period other comprehensive income (loss) | 26,210 | (1,130) | |
Accumulated other comprehensive loss, ending balance | (73,909) | (100,119) | $ (98,989) |
Other comprehensive income (loss) before reclassifications, tax amount | 42 | (23) | (77) |
Defined Benefit Pension Items | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss, beginning balance | (99,789) | (98,734) | |
Other comprehensive income (loss) before reclassifications, net of tax | 21,090 | (4,803) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 4,986 | 3,748 | |
Net current-period other comprehensive income (loss) | 26,076 | (1,055) | |
Accumulated other comprehensive loss, ending balance | (73,713) | (99,789) | (98,734) |
Other comprehensive income (loss) before reclassifications, tax amount | 6,540 | (1,492) | |
Amounts reclassified from AOCI, tax amount | 1,546 | 1,164 | |
Other | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss, beginning balance | (330) | (255) | |
Other comprehensive income (loss) before reclassifications, net of tax | 134 | (75) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 | |
Net current-period other comprehensive income (loss) | 134 | (75) | |
Accumulated other comprehensive loss, ending balance | (196) | (330) | $ (255) |
Other comprehensive income (loss) before reclassifications, tax amount | $ 42 | $ (23) |
Assets Held for Sale and Disc_3
Assets Held for Sale and Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 30, 2020 | Jul. 10, 2020 | Sep. 19, 2019 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 07, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Consideration received for business | $ 30,000 | ||||||||
Gain on sale of Triton business | $ 6,500 | $ 81,784 | $ 0 | $ 0 | |||||
Interest income | 7,600 | ||||||||
Nexstar Media Group, Inc. | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Proceeds from sale of business | $ 83,700 | $ 75,000 | |||||||
Stitcher Podcasting Business | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Loss on contract termination | 12,000 | ||||||||
Stitcher Podcasting Business | Discontinued Operations, Disposed of by Sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Consideration received for business | $ 325,000 | ||||||||
Cash upfront for sale of business | 265,000 | ||||||||
Stitcher Podcasting Business | Discontinued Operations, Disposed of by Sale | Earnout | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Earnout based on financial results | 30,000 | ||||||||
Stitcher Podcasting Business | Discontinued Operations, Disposed of by Sale | Earnout Based On 2021 Financial Results | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Earnout based on financial results | $ 30,000 | ||||||||
Stitcher Podcasting Business | Discontinued Operations, Disposed of by Sale | Earnout Contingent Consideration | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Earnout based on financial results | $ 10,000 | ||||||||
Increase in earnout consideration | $ 9,100 | ||||||||
Proceeds from previous acquisition | $ 19,100 | ||||||||
Triton Digital Canada, Inc. | Discontinued Operations, Disposed of by Sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Consideration received for business | $ 225,000 | ||||||||
Gain on sale of Triton business | $ 81,800 |
Assets Held for Sale and Disc_4
Assets Held for Sale and Discontinued Operations - Operating results of discontinued operations and net assets distributed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income (loss) from discontinued operations, net of tax | $ 6,813 | $ 115,769 | $ (16,465) |
Stitcher Podcasting Business | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Operating revenues | 0 | 57,573 | 72,545 |
Total costs and expenses | (600) | (88,599) | (91,725) |
Depreciation and amortization of intangible assets | 0 | (1,157) | (2,642) |
Other, net | 0 | (174) | (57) |
Loss from operations | (600) | (32,357) | (21,879) |
Pretax gain on disposal | 9,572 | 182,589 | 0 |
Gain (loss) from discontinued operations before income taxes | 8,972 | 150,232 | (21,879) |
Income tax (provision) benefit | (2,159) | (34,463) | 5,414 |
Income (loss) from discontinued operations, net of tax | $ 6,813 | $ 115,769 | $ (16,465) |