Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2023 |
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 $0.01 per share |
Trading Symbol | SSP |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | false |
Entity Shell Company | false |
Amendment Flag | false |
Entity Central Index Key | 0000832428 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Common stock, Class A | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 72,377,601 |
Common stock, Voting | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 11,932,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 16,476 | $ 18,027 |
Accounts receivable (less allowances — $4,644 and $4,963) | 571,316 | 600,098 |
Miscellaneous | 41,056 | 25,816 |
Total current assets | 628,848 | 643,941 |
Investments | 23,205 | 23,144 |
Property and equipment | 450,246 | 458,600 |
Operating lease right-of-use assets | 115,313 | 117,869 |
Goodwill | 2,920,574 | 2,920,574 |
Other intangible assets | 1,797,763 | 1,821,254 |
Programming | 451,001 | 427,962 |
Miscellaneous | 15,084 | 17,661 |
Total Assets | 6,402,034 | 6,431,005 |
Current liabilities: | ||
Accounts payable | 78,247 | 82,710 |
Unearned revenue | 18,687 | 18,183 |
Current portion of long-term debt | 18,612 | 18,612 |
Accrued liabilities: | ||
Employee compensation and benefits | 41,271 | 44,590 |
Programming liability | 185,703 | 167,131 |
Accrued interest | 14,151 | 31,087 |
Miscellaneous | 40,675 | 52,891 |
Other current liabilities | 58,614 | 69,801 |
Total current liabilities | 455,960 | 485,005 |
Long-term debt (less current portion) | 2,871,555 | 2,853,793 |
Deferred income taxes | 377,317 | 370,457 |
Operating lease liabilities | 101,786 | 106,866 |
Other liabilities (less current portion) | 495,608 | 484,059 |
Equity: | ||
Total preferred and common stock | 413,663 | 413,080 |
Additional paid-in capital | 1,443,992 | 1,444,501 |
Retained earnings | 319,599 | 350,715 |
Accumulated other comprehensive loss, net of income taxes | (77,446) | (77,471) |
Total equity | 2,099,808 | 2,130,825 |
Total Liabilities and Equity | 6,402,034 | 6,431,005 |
Preferred stock | ||
Equity: | ||
Preferred stock | 0 | 0 |
Preferred stock, Series A | ||
Equity: | ||
Preferred stock | 412,820 | 412,244 |
Common stock, Class A | ||
Equity: | ||
Common stock | 724 | 717 |
Common stock, Voting | ||
Equity: | ||
Common stock | $ 119 | $ 119 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 4,644 | $ 4,963 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, Series A | ||
Preferred stock, par value (in dollars per share) | $ 100,000 | $ 100,000 |
Preferred stock, shares outstanding (in shares) | 6,000 | 6,000 |
Common stock, Class A | ||
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (in shares) | 72,377,601 | 71,649,335 |
Common stock, shares outstanding (in shares) | 72,377,601 | 71,649,335 |
Common stock, Voting | ||
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, shares issued (in shares) | 11,932,722 | 11,932,722 |
Common stock, shares outstanding (in shares) | 11,932,722 | 11,932,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Revenues: | ||
Total operating revenues | $ 527,778 | $ 565,706 |
Operating Expenses: | ||
Cost of revenues, excluding depreciation and amortization | 308,460 | 297,834 |
Selling, general and administrative expenses, excluding depreciation and amortization | 146,886 | 152,727 |
Acquisition and related integration costs | 0 | 1,642 |
Restructuring costs | 16,511 | 0 |
Depreciation | 15,053 | 15,370 |
Amortization of intangible assets | 23,490 | 24,375 |
Losses (gains), net on disposal of property and equipment | 896 | 2,481 |
Total operating expenses | 511,296 | 494,429 |
Operating income | 16,482 | 71,277 |
Interest expense | (48,838) | (36,499) |
Gain on extinguishment of debt | 0 | 1,234 |
Defined benefit pension plan income | 134 | 663 |
Miscellaneous, net | (503) | (407) |
Income (loss) from operations before income taxes | (32,725) | 36,268 |
Provision (benefit) for income taxes | (14,185) | 13,903 |
Net income (loss) | (18,540) | 22,365 |
Preferred stock dividends | (12,576) | (12,576) |
Net income (loss) attributable to the shareholders of The E.W. Scripps Company | $ (31,116) | $ 9,789 |
Net income per basic share of common stock attributable to the shareholders of The E.W. Scripps Company: | ||
Net income per basic share of common stock attributable to the shareholders of The E.W. Scripps Company (in dollars per share) | $ (0.37) | $ 0.11 |
Net income per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company (in dollars per share) | $ (0.37) | $ 0.10 |
Advertising | ||
Operating Revenues: | ||
Total operating revenues | $ 352,099 | $ 398,481 |
Distribution | ||
Operating Revenues: | ||
Total operating revenues | 166,559 | 157,600 |
Other | ||
Operating Revenues: | ||
Total operating revenues | $ 9,120 | $ 9,625 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (18,540) | $ 22,365 |
Changes in defined benefit pension plans, net of tax of $8 and $257 | 25 | 827 |
Other | 0 | 3 |
Total comprehensive income (loss) attributable to preferred and common stockholders | $ (18,515) | $ 23,195 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Tax on changes in defined benefit pension plans | $ 8 | $ 257 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (18,540) | $ 22,365 | |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | |||
Depreciation and amortization | 38,543 | 39,745 | |
Losses (gains), net on disposal of property and equipment | 896 | 2,481 | |
Gain on extinguishment of debt | 0 | $ (7,400) | (1,234) |
Programming assets and liabilities | (6,924) | (13,970) | |
Restructuring impairment charges | 13,608 | 0 | |
Deferred income taxes | 6,852 | 11,906 | |
Stock and deferred compensation plans | 5,389 | 10,481 | |
Pension contributions, net of income/expense | (411) | (930) | |
Other changes in certain working capital accounts, net | (26,713) | (33,761) | |
Miscellaneous, net | 2,527 | 296 | |
Net operating activities | 15,227 | 37,379 | |
Cash Flows from Investing Activities: | |||
Acquisitions, net of cash acquired | 0 | (13,797) | |
Additions to property and equipment | (7,782) | (12,685) | |
Purchase of investments | (142) | (5,117) | |
Proceeds from FCC repack | 0 | 1,201 | |
Miscellaneous, net | 3 | (2,456) | |
Net investing activities | (7,921) | (32,854) | |
Cash Flows from Financing Activities: | |||
Net borrowings under revolving credit facility | 20,000 | 75,000 | |
Payments on long-term debt | (4,653) | (124,197) | |
Preferred stock dividends | (12,000) | (12,000) | |
Tax payments related to shares withheld for vested stock and RSUs | (4,558) | (8,341) | |
Miscellaneous, net | (7,646) | (441) | |
Net cash used in financing activities | (8,857) | (69,979) | |
Decrease in cash, cash equivalents and restricted cash | (1,551) | (65,454) | |
Cash, cash equivalents and restricted cash: | |||
Beginning of year | 18,027 | 100,480 | |
End of period | 16,476 | $ 18,027 | 35,026 |
Supplemental Cash Flow Disclosures | |||
Interest paid | 61,973 | 52,668 | |
Income taxes refunded | (7,679) | (431) | |
Non-cash investing information | |||
Capital expenditures included in accounts payable | $ 2,769 | $ 4,047 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) ("AOCI") | |
Equity, beginning balance at Dec. 31, 2021 | $ 1,970,434 | $ 409,939 | $ 826 | $ 1,428,460 | $ 205,118 | $ (73,909) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income (loss) | 23,195 | 22,365 | 830 | ||||
Preferred stock dividends | (12,000) | 576 | (12,576) | ||||
Compensation plans: shares issued | [1] | 2,400 | 7 | 2,393 | |||
Equity, ending balance at Mar. 31, 2022 | 1,984,029 | 410,515 | 833 | 1,430,853 | 214,907 | (73,079) | |
Equity, beginning balance at Dec. 31, 2022 | 2,130,825 | 412,244 | 836 | 1,444,501 | 350,715 | (77,471) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income (loss) | (18,515) | (18,540) | 25 | ||||
Preferred stock dividends | (12,000) | 576 | (12,576) | ||||
Compensation plans: shares issued | [2] | (502) | 7 | (509) | |||
Equity, ending balance at Mar. 31, 2023 | $ 2,099,808 | $ 412,820 | $ 843 | $ 1,443,992 | $ 319,599 | $ (77,446) | |
[1]Net of tax payments related to shares withheld for vested RSUs of $8,341 for the three months ended March 31, 2022.[2]Net of tax payments related to shares withheld for vested RSUs of $4,558 for the three months ended March 31, 2023. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Preferred stock dividends (in dollars per share) | $ 2,000 | $ 2,000 |
Net shares issued (in shares) | 728,266 | 711,803 |
Tax payments related to shares withheld for vested stock and RSUs | $ 4,558 | $ 8,341 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies As used in the Notes to Condensed Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole. Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2022 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made. Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year. Additionally, certain amounts in prior periods have been reclassified to conform to the current period's presentation. Our presentation for operating revenues in 2023 includes a new caption titled “Distribution” revenues. This caption includes amounts that were previously reported within our “Retransmission and carriage” revenue caption and also includes subscription revenues that were previously captured within our “Other” revenue caption. Amounts previously reported in 2022 within these prior revenue captions have been reclassified to conform to the 2023 presentation. Principles of 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 Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national news and entertainment networks. 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 Note 12. Segment Information. 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 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. 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 airtime, 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. Distribution Revenues — We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our broadcast signals. These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has and the contracted rate per subscriber. Refer to Note 12. 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. Distribution — Our primary source of distribution revenue is from retransmission consent contracts with MVPDs. 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. Cost of Revenues — 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. Contract Balances — Timing of revenue recognition may differ from the timing of cash collection from customers. We record a receivable when revenue is recognized prior to cash receipt, or unearned revenue when cash is collected in advance of revenue being recognized. 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. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We estimate the allowance based on expected credit losses, including our historical experience of actual losses and known troubled accounts. The allowance for doubtful accounts totaled $4.6 million at March 31, 2023 and $5.0 million at December 31, 2022. We record unearned revenue when cash payments are received in advance of our performance. We generally require amounts payable under advertising contracts with political advertising customers to be paid in advance. Unearned revenue totaled $18.7 million at March 31, 2023 and is expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $18.2 million at December 31, 2022. We recorded $4.6 million of revenue in the three months ended March 31, 2023 that was included in unearned revenue at December 31, 2022. 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 Condensed Consolidated Balance Sheets. Finance leases are included in property and equipment, other current liabilities and other long-term liabilities in our Condensed 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. Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2022 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors. Share-based compensation costs totaled $3.5 million and $9.3 million for the first quarter of 2023 and 2022, respectively. Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities. The following table presents information about basic and diluted weighted-average shares outstanding: Three Months Ended (in thousands) 2023 2022 Numerator (for basic and diluted earnings per share) Net income (loss) $ (18,540) $ 22,365 Less income allocated to RSUs — (276) Less preferred stock dividends (12,576) (12,576) Numerator for basic and diluted earnings per share $ (31,116) $ 9,513 Denominator Basic weighted-average shares outstanding 83,751 82,788 Effect of dilutive securities — 9,485 Diluted weighted-average shares outstanding 83,751 92,273 The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share to the extent the related performance criteria are met through the respective balance sheet reporting date. As of March 31, 2023, potential dilutive securities representing 420,000 shares were excluded from the computation of diluted earnings per share as the related performance criteria were not yet met, although the Company expects to meet various levels of criteria in the future . For the three month period ended March 31, 2023, we incurred a net loss and the inclusion of RSUs would be anti-dilutive. The March 31, 2023 diluted EPS calculation excludes the effect from 1.4 million of outstanding RSUs that were anti-dilutive. The March 31, 2023 basic and dilutive EPS calculations also exclude the impact of the common stock warrant as the effect would be anti-dilutive. |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Recently Adopted and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards In March 2020, the Financial Accounting Standards Board ("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 was effective as of March 12, 2020 and the sunset date of the guidance was deferred to December 31, 2024, 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 evaluate transactions and contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Nuvyyo Acquisition On January 5, 2022, we acquired Nuvyyo for net cash consideration totaling $13.8 million. Nuvyyo provides consumers DVR product solutions to watch and record free over-the-air HDTV on connected devices. The final purchase price allocation assigned $7.2 million to intangible assets with useful lives ranging from three |
Asset Write-Downs and Other Cha
Asset Write-Downs and Other Charges and Credits | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Asset Write-Downs and Other Charges and Credits | Asset Write-Downs and Other Charges and Credits Income (loss) from operations before income taxes was affected by the following: 2023 - In January of 2023, we announced a strategic restructuring and reorganization of the Company that will further leverage our strong position in the U.S. television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces. The restructuring aims to create a leaner and more agile operating structure through the centralization of certain services and the consolidation of layers of management across our operating businesses and corporate office. Restructuring costs totaled $16.5 million in the first quarter of 2023. In connection with the shutdown of the TrueReal network, we incurred a $13.6 million charge related to the write-down of certain programming assets. Restructuring costs also include severance charges and outside consulting fees associated with the ongoing strategic reorganization of the Company. We are continuing to evaluate the full scope of restructuring charges expected to be incurred for this plan. 2022 - Acquisition and related integration costs were $1.6 million in the first three months of 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We file a consolidated federal income tax return, consolidated unitary tax returns in certain states and other separate state income tax returns for our subsidiary companies. The income tax provision for interim periods is determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income (loss) before income tax for the full year and the jurisdictions in which we expect that income will be taxed. The effective income tax rate for the three months ended March 31, 2023 and 2022 was 43% and 38%, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($1.2 million expense in 2023 and $1.1 million benefit in 2022), state deferred rate changes ($4.7 million expense in 2022) and state NOL valuation allowance changes. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for office space, data centers and certain equipment. We also have finance leases for office space. Our leases have remaining lease terms of 1 year to 36 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 Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 totaled $6.8 million and $6.5 million, respectively, including short-term lease costs in each period of $0.4 million. Amortization of the right-of-use asset for our finance leases totaled $0.2 million for the three months ended March 31, 2023 and interest expense on the finance leases liability totaled $0.5 million for the three months ended March 31, 2023. Other information related to our leases was as follows: (in thousands, except lease term and discount rate) As of As of Balance Sheet Information Operating Leases Right-of-use assets $ 115,313 $ 117,869 Other current liabilities 20,411 19,599 Operating lease liabilities 101,786 106,866 Financing Leases Property and equipment, at cost 28,321 28,321 Accumulated depreciation 265 69 Property and equipment, net 28,056 28,252 Other current liabilities — 426 Other liabilities 28,997 28,063 Weighted Average Remaining Lease Term Operating leases 8.00 years 8.22 years Finance leases 35.25 years 35.50 years Weighted Average Discount Rate Operating leases 4.45 % 4.34 % Finance leases 7.10 % 7.10 % Three Months Ended (in thousands) 2023 2022 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,379 $ 6,058 Operating cash flows from finance leases — — Financing cash flows from finance leases — — Right-of-use assets obtained in exchange for new operating lease obligations 2,439 231 Right-of-use assets obtained in exchange for new finance lease obligations — — Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows: (in thousands) Operating Finance Remainder of 2023 $ 20,854 $ 426 2024 25,042 1,302 2025 20,366 1,776 2026 18,295 1,824 2027 15,759 1,875 Thereafter 45,369 92,050 Total future minimum lease payments 145,685 99,253 Less: Imputed interest (23,488) (70,256) Total $ 122,197 $ 28,997 |
Leases | Leases We have operating leases for office space, data centers and certain equipment. We also have finance leases for office space. Our leases have remaining lease terms of 1 year to 36 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 Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 totaled $6.8 million and $6.5 million, respectively, including short-term lease costs in each period of $0.4 million. Amortization of the right-of-use asset for our finance leases totaled $0.2 million for the three months ended March 31, 2023 and interest expense on the finance leases liability totaled $0.5 million for the three months ended March 31, 2023. Other information related to our leases was as follows: (in thousands, except lease term and discount rate) As of As of Balance Sheet Information Operating Leases Right-of-use assets $ 115,313 $ 117,869 Other current liabilities 20,411 19,599 Operating lease liabilities 101,786 106,866 Financing Leases Property and equipment, at cost 28,321 28,321 Accumulated depreciation 265 69 Property and equipment, net 28,056 28,252 Other current liabilities — 426 Other liabilities 28,997 28,063 Weighted Average Remaining Lease Term Operating leases 8.00 years 8.22 years Finance leases 35.25 years 35.50 years Weighted Average Discount Rate Operating leases 4.45 % 4.34 % Finance leases 7.10 % 7.10 % Three Months Ended (in thousands) 2023 2022 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,379 $ 6,058 Operating cash flows from finance leases — — Financing cash flows from finance leases — — Right-of-use assets obtained in exchange for new operating lease obligations 2,439 231 Right-of-use assets obtained in exchange for new finance lease obligations — — Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows: (in thousands) Operating Finance Remainder of 2023 $ 20,854 $ 426 2024 25,042 1,302 2025 20,366 1,776 2026 18,295 1,824 2027 15,759 1,875 Thereafter 45,369 92,050 Total future minimum lease payments 145,685 99,253 Less: Imputed interest (23,488) (70,256) Total $ 122,197 $ 28,997 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill consisted of the following: (in thousands) Local Media Scripps Networks Other Total Gross balance as of December 31, 2022 $ 1,122,408 $ 2,028,890 $ 7,190 $ 3,158,488 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2022 $ 905,494 $ 2,007,890 $ 7,190 $ 2,920,574 Gross balance as of March 31, 2023 $ 1,122,408 $ 2,028,890 $ 7,190 $ 3,158,488 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of March 31, 2023 $ 905,494 $ 2,007,890 $ 7,190 $ 2,920,574 Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television affiliation relationships $ 1,060,244 $ 1,060,244 Customer lists and advertiser relationships 220,997 220,997 Other 136,100 136,100 Total carrying amount 1,417,341 1,417,341 Accumulated amortization: Television affiliation relationships (235,610) (222,092) Customer lists and advertiser relationships (112,983) (106,654) Other (50,800) (47,156) Total accumulated amortization (399,393) (375,902) Net amortizable intangible assets 1,017,948 1,041,439 Indefinite-lived intangible assets — FCC licenses 779,815 779,815 Total other intangible assets $ 1,797,763 $ 1,821,254 Estimated amortization expense of intangible assets for each of the next five years is $70.6 million for the remainder of 2023, $92.7 million in 2024, $89.6 million in 2025, $86.1 million in 2026, $83.2 million in 2027, $62.0 million in 2028 and $533.7 million in later years. Goodwill and other indefinite-lived intangible assets are tested for impairment annually and any time events occur or changes in circumstances indicate it is more likely than not the fair value of a reporting unit, or respective indefinite-lived intangible asset, is below its carrying value. Such events or changes in circumstances include, but are not limited to, changes in business climate, declines in the price of our stock, or other factors resulting in lower cash flow related to such assets. If the carrying amount exceeds its fair value, then an impairment loss is recognized. The reporting unit valuations used to test goodwill and intangible assets for impairment are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, market growth rates, competitive activities, cost containment, margin expansion and strategic business plans. Additionally, future changes in these assumptions and estimates with respect to long-term growth rates and discount rates or future cash flow projections, could result in significantly different estimates of the fair values. Our annual impairment testing for goodwill performed during the fourth quarter of 2022 indicated that the fair value of our Local Media reporting unit exceeded its carrying value by 30% and the fair value of our Scripps Networks reporting unit exceeded its carrying value by 2.5%. Given the limited excess of the fair value over the carrying value for the Scripps Networks reporting unit, this reporting unit is more sensitive to changes in assumptions regarding its fair value. A 50 basis point increase in the discount rate or a decrease of $25 million in the annual cash flows used in the discounted cash flow analysis could result in the fair value of this reporting unit being less than its carrying value. While we believe the estimates and judgments used in determining the fair values were appropriate, these estimates of fair value assume certain growth of our businesses, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill in future periods. No impairment charges were recorded during the quarters ended March 31, 2023 or March 31, 2022. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: (in thousands) As of As of Revolving credit facility $ 20,000 $ — Senior secured notes, due in 2029 523,356 523,356 Senior unsecured notes, due in 2027 425,667 425,667 Senior unsecured notes, due in 2031 392,071 392,071 Term loan, due in 2024 283,500 284,250 Term loan, due in 2026 734,534 736,437 Term loan, due in 2028 557,000 559,000 Total outstanding principal 2,936,128 2,920,781 Less: Debt issuance costs and issuance discounts (45,961) (48,376) Less: Current portion (18,612) (18,612) Net carrying value of long-term debt $ 2,871,555 $ 2,853,793 Fair value of long-term debt * $ 2,549,713 $ 2,677,845 * 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, we have a $400 million revolving credit facility ("Revolving Credit Facility") that matures on 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. In the first quarter of 2023, we amended our Revolving Credit Facility, replacing the LIBOR interest rate provisions with interest rate provisions based on the secured overnight financing rate ("SOFR"). Interest is payable on the Revolving Credit Facility at rates based on SOFR, plus a margin based on our leverage ratio, ranging from 1.75% to 2.50%. As of March 31, 2023, we had $20 million outstanding under the Revolving Credit Facility with an interest rate of 9.50%. The weighted-average interest rate over the period during which we had a drawn revolver balance in 2023 was 7.32%. As of March 31, 2023 and December 31, 2022, we had outstanding letters of credit totaling $6.4 million and $7.1 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 SOFR, plus a fixed margin of 2.00%. Interest will reduce to a rate of SOFR 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 March 31, 2023 and December 31, 2022, the interest rate on the 2024 term loan was 6.92% and 6.38%, respectively. The weighted-average interest rate was 6.53% and 2.15% for the three months ended March 31, 2023 and 2022, 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 SOFR, plus a fixed margin of 2.56%. The 2026 term loan requires annual principal payments of $7.6 million. Deferred financing costs and original issuance discount totaled approximately $23.0 million with this term loan, which are being amortized over the life of the loan. As of March 31, 2023 and December 31, 2022, the interest rate on the 2026 term loan was 7.48% and 6.95%, respectively. The weighted-average interest rate on the 2026 term loan was 7.10% and 3.31% for the three months ended March 31, 2023 and 2022, respectively. Under the Sixth Amendment, we also issued an $800 million term loan B ("2028 term loan"). The term loan matures in 2028 with interest payable at rates based on SOFR, plus a fixed margin of 2.75%. Additionally, the Sixth Amendment provided that the SOFR 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. As of March 31, 2023 and December 31, 2022, the interest rate on the 2028 term loan was 7.67% and 7.13%, respectively. The weighted-average interest rate on the 2028 term loan was 7.28% and 3.75% for the three months ended March 31, 2023 and 2022, respectively. 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 4.50 to 1.0 when we have outstanding borrowings on the facility. As of March 31, 2023, 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 2029 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15. 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 our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement. The notes are 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. 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. We may redeem the notes before July 15, 2025, 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. 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 2031 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15. 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 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. Debt Repurchase Authorization In February 2023, our Board of Directors provided a new debt repurchase 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 permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026. Our previous debt repurchase authorization expired on March 1, 2023. Debt Repurchase Transactions During the first quarter of 2022, we redeemed $42.2 million of our 2027 Senior Notes, $26.6 million of our 2029 Senior Notes and $54.5 million of our 2031 Senior Notes. The redemptions resulted in a gain on extinguishment of debt of $1.2 million, as the notes were redeemed for total consideration below par value of the notes. During the fourth quarter of 2022, we redeemed $16.8 million of our 2027 Senior Notes and $31.4 million of our 2031 Senior Notes. The redemptions resulted in a gain on extinguishment of debt of $7.4 million, as the notes were redeemed for total consideration below par value of the notes. During the full year of 2022, we made additional principal payments on the 2028 term loan totaling $100 million and wrote-off $1.1 million of deferred financing costs related to this term loan to interest expense. |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 27,873 $ 25,916 Deferred FCC repack income 44,960 46,205 Programming liability 275,121 263,093 Liability for pension benefits 77,745 78,279 Liabilities for uncertain tax positions 14,286 14,144 Finance leases 28,997 28,063 Other 26,626 28,359 Other liabilities (less current portion) $ 495,608 $ 484,059 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended (in thousands) 2023 2022 Accounts receivable $ 28,782 $ 9,361 Other current assets (15,453) 2,585 Accounts payable (4,100) 7,555 Accrued employee compensation and benefits (3,325) (24,552) Accrued interest (16,936) (19,922) Other accrued liabilities (12,216) (6,608) Unearned revenue 504 (1,917) Other, net (3,969) (263) Total $ (26,713) $ (33,761) |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2023 | |
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"). The accrual for future benefits has been frozen in our defined benefit pension plan and SERPs. 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. The components of the employee benefit plan expense consisted of the following: Three Months Ended (in thousands) 2023 2022 Interest cost $ 5,935 $ 4,333 Expected return on plan assets, net of expenses (6,306) (6,224) Amortization of actuarial loss and prior service cost 5 1,014 Total for defined benefit pension plan (366) (877) SERPs 232 214 Defined contribution plan 4,429 4,453 Net periodic benefit cost $ 4,295 $ 3,790 We contributed $0.2 million to fund current benefit payments for our SERPs during the three months ended March 31, 2023. During the remainder of 2023, we anticipate contributing an additional $1.2 million to fund the SERPs' benefit payments. We have met regulatory funding requirements for our qualified benefit pension plan and do not have a mandatory contribution in 2023. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We determine our business segments based upon our management and internal reporting structures, as well as the basis on which our chief operating decision maker makes resource-allocation decisions. 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, telecommunications companies, satellite carriers and over-the-top virtual MVPDs. Our Scripps Networks segment includes national news outlets Court TV and Scripps News (formerly Newsy), as well as popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff. The Scripps Networks 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. 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 accounting, human resources, employee benefit and information technology to our business segments. These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount. The other segment caption aggregates our operating segments that are too small to report separately. Costs for centrally provided services and certain corporate costs that are not allocated to the business segments are included in shared services and corporate costs. These unallocated corporate costs would also include the costs associated with being a public company. 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 amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America. Information regarding our business segments is as follows: Three Months Ended (in thousands) 2023 2022 Segment operating revenues: Local Media $ 311,923 $ 326,661 Scripps Networks 216,473 239,068 Other 3,756 4,151 Intersegment eliminations (4,374) (4,174) Total operating revenues $ 527,778 $ 565,706 Segment profit (loss): Local Media $ 45,843 $ 54,393 Scripps Networks 51,526 85,076 Other (1,532) (1,113) Shared services and corporate (23,405) (23,211) Acquisition and related integration costs — (1,642) Restructuring costs (16,511) — Depreciation and amortization of intangible assets (38,543) (39,745) Gains (losses), net on disposal of property and equipment (896) (2,481) Interest expense (48,838) (36,499) Gain on extinguishment of debt — 1,234 Defined benefit pension plan income 134 663 Miscellaneous, net (503) (407) Income (loss) from operations before income taxes $ (32,725) $ 36,268 Depreciation: Local Media $ 9,853 $ 10,142 Scripps Networks 4,736 4,785 Other 45 44 Shared services and corporate 419 399 Total depreciation $ 15,053 $ 15,370 Amortization of intangible assets: Local Media $ 8,980 $ 8,980 Scripps Networks 13,009 14,209 Other 449 481 Shared services and corporate 1,052 705 Total amortization of intangible assets $ 23,490 $ 24,375 Additions to property and equipment: Local Media $ 7,267 $ 9,313 Scripps Networks 194 3,209 Other — 9 Shared services and corporate 835 56 Total additions to property and equipment $ 8,296 $ 12,587 A disaggregation of the principal activities from which we generate revenue is as follows: Three Months Ended (in thousands) 2023 2022 Operating revenues: Core advertising $ 348,574 $ 392,535 Political 3,525 5,946 Distribution 166,559 157,600 Other 9,120 9,625 Total operating revenues $ 527,778 $ 565,706 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law. On January 7, 2021, we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred stock shares 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 stock shares, the dividend rate will be 8% per annum. If dividends on the preferred stock 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 stock shares are outstanding. Preferred stock dividends were $12.0 million during the first three months of 2023 and 2022. Under the terms of the preferred stock shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred stock shares are redeemed. Class A Common Shares Stock Warrant — In connection with the issuance of the preferred stock shares, Berkshire Hathaway, Inc. ("Berkshire Hathaway") also received a warrant to purchases 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 stock shares remain outstanding. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows: Three Months Ended March 31, 2023 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2022 $ (77,327) $ (144) $ (77,471) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $8 (a) 25 — 25 Net current-period other comprehensive income (loss) 25 — 25 Ending balance, March 31, 2023 $ (77,302) $ (144) $ (77,446) Three Months Ended March 31, 2022 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2021 $ (73,713) $ (196) $ (73,909) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $257 (a) 827 3 830 Net current-period other comprehensive income (loss) 827 3 830 Ending balance, March 31, 2022 $ (72,886) $ (193) $ (73,079) (a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2022 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made. |
Reclassifications | Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year. Additionally, certain amounts in prior periods have been reclassified to conform to the current period's presentation. Our presentation for operating revenues in 2023 includes a new caption titled “Distribution” revenues. This caption includes amounts that were previously reported within our “Retransmission and carriage” revenue caption and also includes subscription revenues that were previously captured within our “Other” revenue caption. Amounts previously reported in 2022 within these prior revenue captions have been reclassified to conform to the 2023 presentation. |
Principles of Consolidation | Principles of 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 Operations | Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national news and entertainment networks. 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 Note 12. Segment Information. |
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 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. |
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 airtime, 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. Distribution Revenues — We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our broadcast signals. These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has and the contracted rate per subscriber. |
Revenue Recognition | 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. Distribution — Our primary source of distribution revenue is from retransmission consent contracts with MVPDs. 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. Cost of Revenues — 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. |
Contract Balances | Contract Balances — Timing of revenue recognition may differ from the timing of cash collection from customers. We record a receivable when revenue is recognized prior to cash receipt, or unearned revenue when cash is collected in advance of revenue being recognized. 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. |
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 Condensed Consolidated Balance Sheets. Finance leases are included in property and equipment, other current liabilities and other long-term liabilities in our Condensed 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. |
Share-Based Compensation | Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2022 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors. |
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. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | In March 2020, the Financial Accounting Standards Board ("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 was effective as of March 12, 2020 and the sunset date of the guidance was deferred to December 31, 2024, 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 evaluate transactions and contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Components of basic and diluted weighted-average shares | The following table presents information about basic and diluted weighted-average shares outstanding: Three Months Ended (in thousands) 2023 2022 Numerator (for basic and diluted earnings per share) Net income (loss) $ (18,540) $ 22,365 Less income allocated to RSUs — (276) Less preferred stock dividends (12,576) (12,576) Numerator for basic and diluted earnings per share $ (31,116) $ 9,513 Denominator Basic weighted-average shares outstanding 83,751 82,788 Effect of dilutive securities — 9,485 Diluted weighted-average shares outstanding 83,751 92,273 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of information related to operating leases | Other information related to our leases was as follows: (in thousands, except lease term and discount rate) As of As of Balance Sheet Information Operating Leases Right-of-use assets $ 115,313 $ 117,869 Other current liabilities 20,411 19,599 Operating lease liabilities 101,786 106,866 Financing Leases Property and equipment, at cost 28,321 28,321 Accumulated depreciation 265 69 Property and equipment, net 28,056 28,252 Other current liabilities — 426 Other liabilities 28,997 28,063 Weighted Average Remaining Lease Term Operating leases 8.00 years 8.22 years Finance leases 35.25 years 35.50 years Weighted Average Discount Rate Operating leases 4.45 % 4.34 % Finance leases 7.10 % 7.10 % |
Schedule of lease cost information | Three Months Ended (in thousands) 2023 2022 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,379 $ 6,058 Operating cash flows from finance leases — — Financing cash flows from finance leases — — Right-of-use assets obtained in exchange for new operating lease obligations 2,439 231 Right-of-use assets obtained in exchange for new finance lease obligations — — |
Schedule of minimum lease payments under non-cancellable operating leases | Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows: (in thousands) Operating Finance Remainder of 2023 $ 20,854 $ 426 2024 25,042 1,302 2025 20,366 1,776 2026 18,295 1,824 2027 15,759 1,875 Thereafter 45,369 92,050 Total future minimum lease payments 145,685 99,253 Less: Imputed interest (23,488) (70,256) Total $ 122,197 $ 28,997 |
Schedule of minimum lease payments under non-cancellable finance leases | Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows: (in thousands) Operating Finance Remainder of 2023 $ 20,854 $ 426 2024 25,042 1,302 2025 20,366 1,776 2026 18,295 1,824 2027 15,759 1,875 Thereafter 45,369 92,050 Total future minimum lease payments 145,685 99,253 Less: Imputed interest (23,488) (70,256) Total $ 122,197 $ 28,997 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Goodwill consisted of the following: (in thousands) Local Media Scripps Networks Other Total Gross balance as of December 31, 2022 $ 1,122,408 $ 2,028,890 $ 7,190 $ 3,158,488 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2022 $ 905,494 $ 2,007,890 $ 7,190 $ 2,920,574 Gross balance as of March 31, 2023 $ 1,122,408 $ 2,028,890 $ 7,190 $ 3,158,488 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of March 31, 2023 $ 905,494 $ 2,007,890 $ 7,190 $ 2,920,574 |
Summary of other finite-lived intangible assets | Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television affiliation relationships $ 1,060,244 $ 1,060,244 Customer lists and advertiser relationships 220,997 220,997 Other 136,100 136,100 Total carrying amount 1,417,341 1,417,341 Accumulated amortization: Television affiliation relationships (235,610) (222,092) Customer lists and advertiser relationships (112,983) (106,654) Other (50,800) (47,156) Total accumulated amortization (399,393) (375,902) Net amortizable intangible assets 1,017,948 1,041,439 Indefinite-lived intangible assets — FCC licenses 779,815 779,815 Total other intangible assets $ 1,797,763 $ 1,821,254 |
Schedule of indefinite-lived intangible assets | Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television affiliation relationships $ 1,060,244 $ 1,060,244 Customer lists and advertiser relationships 220,997 220,997 Other 136,100 136,100 Total carrying amount 1,417,341 1,417,341 Accumulated amortization: Television affiliation relationships (235,610) (222,092) Customer lists and advertiser relationships (112,983) (106,654) Other (50,800) (47,156) Total accumulated amortization (399,393) (375,902) Net amortizable intangible assets 1,017,948 1,041,439 Indefinite-lived intangible assets — FCC licenses 779,815 779,815 Total other intangible assets $ 1,797,763 $ 1,821,254 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Components of long-term debt | Long-term debt consisted of the following: (in thousands) As of As of Revolving credit facility $ 20,000 $ — Senior secured notes, due in 2029 523,356 523,356 Senior unsecured notes, due in 2027 425,667 425,667 Senior unsecured notes, due in 2031 392,071 392,071 Term loan, due in 2024 283,500 284,250 Term loan, due in 2026 734,534 736,437 Term loan, due in 2028 557,000 559,000 Total outstanding principal 2,936,128 2,920,781 Less: Debt issuance costs and issuance discounts (45,961) (48,376) Less: Current portion (18,612) (18,612) Net carrying value of long-term debt $ 2,871,555 $ 2,853,793 Fair value of long-term debt * $ 2,549,713 $ 2,677,845 * 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. |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 27,873 $ 25,916 Deferred FCC repack income 44,960 46,205 Programming liability 275,121 263,093 Liability for pension benefits 77,745 78,279 Liabilities for uncertain tax positions 14,286 14,144 Finance leases 28,997 28,063 Other 26,626 28,359 Other liabilities (less current portion) $ 495,608 $ 484,059 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended (in thousands) 2023 2022 Accounts receivable $ 28,782 $ 9,361 Other current assets (15,453) 2,585 Accounts payable (4,100) 7,555 Accrued employee compensation and benefits (3,325) (24,552) Accrued interest (16,936) (19,922) Other accrued liabilities (12,216) (6,608) Unearned revenue 504 (1,917) Other, net (3,969) (263) Total $ (26,713) $ (33,761) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Components of employee benefit plan expense | The components of the employee benefit plan expense consisted of the following: Three Months Ended (in thousands) 2023 2022 Interest cost $ 5,935 $ 4,333 Expected return on plan assets, net of expenses (6,306) (6,224) Amortization of actuarial loss and prior service cost 5 1,014 Total for defined benefit pension plan (366) (877) SERPs 232 214 Defined contribution plan 4,429 4,453 Net periodic benefit cost $ 4,295 $ 3,790 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Information regarding business segments | Information regarding our business segments is as follows: Three Months Ended (in thousands) 2023 2022 Segment operating revenues: Local Media $ 311,923 $ 326,661 Scripps Networks 216,473 239,068 Other 3,756 4,151 Intersegment eliminations (4,374) (4,174) Total operating revenues $ 527,778 $ 565,706 Segment profit (loss): Local Media $ 45,843 $ 54,393 Scripps Networks 51,526 85,076 Other (1,532) (1,113) Shared services and corporate (23,405) (23,211) Acquisition and related integration costs — (1,642) Restructuring costs (16,511) — Depreciation and amortization of intangible assets (38,543) (39,745) Gains (losses), net on disposal of property and equipment (896) (2,481) Interest expense (48,838) (36,499) Gain on extinguishment of debt — 1,234 Defined benefit pension plan income 134 663 Miscellaneous, net (503) (407) Income (loss) from operations before income taxes $ (32,725) $ 36,268 Depreciation: Local Media $ 9,853 $ 10,142 Scripps Networks 4,736 4,785 Other 45 44 Shared services and corporate 419 399 Total depreciation $ 15,053 $ 15,370 Amortization of intangible assets: Local Media $ 8,980 $ 8,980 Scripps Networks 13,009 14,209 Other 449 481 Shared services and corporate 1,052 705 Total amortization of intangible assets $ 23,490 $ 24,375 Additions to property and equipment: Local Media $ 7,267 $ 9,313 Scripps Networks 194 3,209 Other — 9 Shared services and corporate 835 56 Total additions to property and equipment $ 8,296 $ 12,587 |
Disaggregation of principal revenue generating activities | A disaggregation of the principal activities from which we generate revenue is as follows: Three Months Ended (in thousands) 2023 2022 Operating revenues: Core advertising $ 348,574 $ 392,535 Political 3,525 5,946 Distribution 166,559 157,600 Other 9,120 9,625 Total operating revenues $ 527,778 $ 565,706 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows: Three Months Ended March 31, 2023 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2022 $ (77,327) $ (144) $ (77,471) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $8 (a) 25 — 25 Net current-period other comprehensive income (loss) 25 — 25 Ending balance, March 31, 2023 $ (77,302) $ (144) $ (77,446) Three Months Ended March 31, 2022 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2021 $ (73,713) $ (196) $ (73,909) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $257 (a) 827 3 830 Net current-period other comprehensive income (loss) 827 3 830 Ending balance, March 31, 2022 $ (72,886) $ (193) $ (73,079) (a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 4,644 | $ 4,963 | |
Unearned revenue | 18,687 | $ 18,183 | |
Prior year unearned revenue recognized in period | 4,600 | ||
Share-based compensation costs | $ 3,500 | $ 9,300 | |
Potentially dilutive shares (in shares) | 420,000 | ||
Antidilutive RSUs outstanding (in shares) | 1,400,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator (for basic and diluted earnings per share) | ||
Income from continuing operations, net of tax | $ (18,540) | $ 22,365 |
Less income allocated to RSUs (basic) | 0 | (276) |
Less income allocated to RSUs (diluted) | 0 | (276) |
Less preferred stock dividends | (12,576) | (12,576) |
Numerator for basic earnings per share | (31,116) | 9,513 |
Numerator for diluted earnings per share | $ (31,116) | $ 9,513 |
Denominator | ||
Basic weighted-average shares outstanding (in shares) | 83,751 | 82,788 |
Effect of dilutive securities (in shares) | 0 | 9,485 |
Diluted weighted-average shares outstanding (in shares) | 83,751 | 92,273 |
Acquisitions - Acquisition Info
Acquisitions - Acquisition Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jan. 05, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Net cash consideration | $ 0 | $ 13,797 | ||
Goodwill | $ 2,920,574 | $ 2,920,574 | ||
Nuvyyo | ||||
Business Acquisition [Line Items] | ||||
Net cash consideration | $ 13,800 | |||
Amortizable intangible assets | 7,200 | |||
Goodwill | $ 7,200 | |||
Nuvyyo | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible asset, estimated amortization period | 3 years | |||
Nuvyyo | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible asset, estimated amortization period | 5 years |
Asset Write-Downs and Other C_2
Asset Write-Downs and Other Charges and Credits (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring costs | $ 16,500 | ||
Acquisition and related integration costs | 0 | $ 1,642 | |
Gain on extinguishment of debt | 0 | $ 7,400 | 1,234 |
TrueReal Restructuring | Write-Down Of Programming Assets | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring costs incurred | $ 13,600 | ||
Senior unsecured notes, due in 2027 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Additional loan principal payment | 42,200 | ||
Senior secured notes, due in 2029 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Additional loan principal payment | 26,600 | ||
Senior unsecured notes, due in 2031 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Additional loan principal payment | $ 54,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate | 43% | 38% |
Net impact of various items effecting the income tax effective rate | $ 1.2 | $ 1.1 |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Impact of change in state tax rate | $ 4.7 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Option to extend leases, term | 5 years | |
Option to terminate leases, term | 1 year | |
Operating lease costs | $ 6,800 | $ 6,500 |
Short-term lease costs | 400 | $ 400 |
Finance lease right-of-use asset amortization | 200 | |
Finance lease interest expense | $ 500 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 36 years |
Leases - Information Related to
Leases - Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Right-of-use assets | $ 115,313 | $ 117,869 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | |
Other current liabilities | $ 20,411 | 19,599 |
Operating lease liabilities | 101,786 | 106,866 |
Financing Leases | ||
Property and equipment, at cost | 28,321 | 28,321 |
Accumulated depreciation | 265 | 69 |
Property and equipment, net | 28,056 | 28,252 |
Other current liabilities | 0 | 426 |
Other liabilities | $ 28,997 | $ 28,063 |
Weighted Average Remaining Lease Term | ||
Operating leases | 8 years | 8 years 2 months 19 days |
Finance leases | 35 years 3 months | 35 years 6 months |
Weighted Average Discount Rate | ||
Operating leases | 4.45% | 4.34% |
Finance leases | 7.10% | 7.10% |
Leases - Lease Cost Information
Leases - Lease Cost Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 6,379 | $ 6,058 |
Operating cash flows from finance leases | 0 | 0 |
Financing cash flows from finance leases | 0 | 0 |
Right-of-use assets obtained in exchange for new operating lease obligations | 2,439 | 231 |
Right-of-use assets obtained in exchange for new finance lease obligations | $ 0 | $ 0 |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Remainder of 2023 | $ 20,854 |
2024 | 25,042 |
2025 | 20,366 |
2026 | 18,295 |
2027 | 15,759 |
Thereafter | 45,369 |
Total future minimum lease payments | 145,685 |
Less: Imputed interest | (23,488) |
Total | 122,197 |
Finance Lease, Liability, to be Paid [Abstract] | |
Remainder of 2023 | 426 |
2024 | 1,302 |
2025 | 1,776 |
2026 | 1,824 |
2027 | 1,875 |
Thereafter | 92,050 |
Total future minimum lease payments | 99,253 |
Less: Imputed interest | (70,256) |
Total | $ 28,997 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill [Roll Forward] | |
Gross beginning balance | $ 3,158,488 |
Accumulated impairment losses, beginning balance | (237,914) |
Net balance, beginning of period | 2,920,574 |
Gross ending balance | 3,158,488 |
Accumulated impairment losses, ending balance | (237,914) |
Net balance, end of period | 2,920,574 |
Local Media | |
Goodwill [Roll Forward] | |
Gross beginning balance | 1,122,408 |
Accumulated impairment losses, beginning balance | (216,914) |
Net balance, beginning of period | 905,494 |
Gross ending balance | 1,122,408 |
Accumulated impairment losses, ending balance | (216,914) |
Net balance, end of period | 905,494 |
Scripps Networks | |
Goodwill [Roll Forward] | |
Gross beginning balance | 2,028,890 |
Accumulated impairment losses, beginning balance | (21,000) |
Net balance, beginning of period | 2,007,890 |
Gross ending balance | 2,028,890 |
Accumulated impairment losses, ending balance | (21,000) |
Net balance, end of period | 2,007,890 |
Other | |
Goodwill [Roll Forward] | |
Gross beginning balance | 7,190 |
Accumulated impairment losses, beginning balance | 0 |
Net balance, beginning of period | 7,190 |
Gross ending balance | 7,190 |
Accumulated impairment losses, ending balance | 0 |
Net balance, end of period | $ 7,190 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying amount: | ||
Total carrying amount | $ 1,417,341 | $ 1,417,341 |
Accumulated amortization: | ||
Total accumulated amortization | (399,393) | (375,902) |
Net amortizable intangible assets | 1,017,948 | 1,041,439 |
Indefinite-lived intangible assets — FCC licenses | 779,815 | 779,815 |
Total other intangible assets | 1,797,763 | 1,821,254 |
Television affiliation relationships | ||
Carrying amount: | ||
Total carrying amount | 1,060,244 | 1,060,244 |
Accumulated amortization: | ||
Total accumulated amortization | (235,610) | (222,092) |
Customer lists and advertiser relationships | ||
Carrying amount: | ||
Total carrying amount | 220,997 | 220,997 |
Accumulated amortization: | ||
Total accumulated amortization | (112,983) | (106,654) |
Other | ||
Carrying amount: | ||
Total carrying amount | 136,100 | 136,100 |
Accumulated amortization: | ||
Total accumulated amortization | $ (50,800) | $ (47,156) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Estimated amortization expense, remainder of 2023 | $ 70,600,000 | ||
Estimated amortization expense, 2024 | 92,700,000 | ||
Estimated amortization expense, 2025 | 89,600,000 | ||
Estimated amortization expense, 2026 | 86,100,000 | ||
Estimated amortization expense, 2027 | 83,200,000 | ||
Estimated amortization expense, 2028 | 62,000,000 | ||
Estimated amortization expense, in later years | 533,700,000 | ||
Goodwill impairment | $ 0 | $ 0 | |
Local Media | |||
Goodwill [Line Items] | |||
Percentage fair value in excess of carrying value | 30% | ||
Scripps Networks | |||
Goodwill [Line Items] | |||
Percentage fair value in excess of carrying value | 2.50% | ||
Increase in basis points | 0.0050 | ||
Decrease in annual cash flows | $ 25,000,000 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | May 01, 2019 |
Components of Long-term debt | |||
Total outstanding principal | $ 2,936,128 | $ 2,920,781 | |
Less: Debt issuance costs and issuance discounts | (45,961) | (48,376) | |
Less: Current portion | (18,612) | (18,612) | |
Net carrying value of long-term debt | 2,871,555 | 2,853,793 | |
Fair value of long-term debt | 2,549,713 | 2,677,845 | |
Senior secured notes, due in 2029 | Senior secured debt | |||
Components of Long-term debt | |||
Total outstanding principal | 523,356 | 523,356 | |
Senior unsecured notes, due in 2027 | Senior unsecured notes | |||
Components of Long-term debt | |||
Total outstanding principal | 425,667 | 425,667 | |
Senior unsecured notes, due in 2031 | Senior unsecured notes | |||
Components of Long-term debt | |||
Total outstanding principal | 392,071 | 392,071 | |
Term loan, due in 2024 | |||
Components of Long-term debt | |||
Total outstanding principal | 283,500 | 284,250 | |
Term loan, due in 2026 | |||
Components of Long-term debt | |||
Total outstanding principal | 734,534 | 736,437 | |
Less: Debt issuance costs and issuance discounts | $ (23,000) | ||
Term loan, due in 2028 | |||
Components of Long-term debt | |||
Total outstanding principal | 557,000 | 559,000 | |
Revolving credit facility | Revolving credit facility | |||
Components of Long-term debt | |||
Total outstanding principal | $ 20,000 | $ 0 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 07, 2021 USD ($) | Dec. 30, 2020 USD ($) | Jul. 26, 2019 USD ($) | May 01, 2019 USD ($) | Oct. 02, 2017 USD ($) | Feb. 28, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 45,961,000 | $ 48,376,000 | $ 48,376,000 | |||||||
Aggregate amount of debt principal repurchase program authorized | $ 500,000,000 | |||||||||
Gain on extinguishment of debt | 0 | 7,400,000 | $ 1,234,000 | |||||||
Revolving credit facility | Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving credit borrowing capacity | $ 400,000,000 | |||||||||
Number of days before maturity | 91 days | |||||||||
Outstanding under Revolving Credit Facility | $ 20,000,000 | |||||||||
Interest rate on line of credit facility | 9.50% | |||||||||
Net leverage ratio requirement | 4.50 | |||||||||
Revolving credit facility | Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Weighted average interest rate during the period | 7.32% | |||||||||
Revolving credit facility | Revolving credit facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.30% | |||||||||
Revolving credit facility | Revolving credit facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
LIBOR plus margin range | 1.75% | |||||||||
Revolving credit facility | Revolving credit facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.50% | |||||||||
Revolving credit facility | Revolving credit facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
LIBOR plus margin range | 2.50% | |||||||||
Revolving credit facility | Letter of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit outstanding | $ 6,400,000 | $ 7,100,000 | $ 7,100,000 | |||||||
Term loan, due in 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face value | $ 300,000,000 | |||||||||
Net leverage ratio requirement | 2.75 | |||||||||
Annual principal payments | $ 3,000,000 | |||||||||
Variable interest rate | 6.92% | 6.38% | 6.38% | |||||||
Weighted average interest rate | 6.53% | 2.15% | ||||||||
Term loan, due in 2024 | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
LIBOR plus margin range | 2% | |||||||||
Term loan, due in 2024 | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
LIBOR plus margin range | 1.75% | |||||||||
Term loan, due in 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face value | $ 765,000,000 | |||||||||
Annual principal payments | 7,600,000 | |||||||||
Variable interest rate | 7.48% | 6.95% | 6.95% | |||||||
Weighted average interest rate | 7.10% | 3.31% | ||||||||
Minimum LIBOR Rate | 0.75% | |||||||||
Debt issuance costs | $ 23,000,000 | |||||||||
Term loan, due in 2026 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
LIBOR plus margin range | 2.56% | |||||||||
Sixth Amendment Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
LIBOR plus margin range | 2.75% | |||||||||
Sixth Amendment Facility | Term loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 23,400,000 | |||||||||
Sixth Amendment Facility | Term loans | ION Media | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face value | 800,000,000 | |||||||||
Term loan, due in 2028 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Annual principal payments | $ 8,000,000 | |||||||||
Minimum LIBOR Rate | 0.75% | |||||||||
Additional loan principal payment | $ 100,000,000 | |||||||||
Written off deferred financing costs | $ 1,100,000 | |||||||||
Term loan, due in 2028 | Term loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Weighted average interest rate | 7.28% | 3.75% | ||||||||
Debt stated rate | 7.67% | 7.13% | 7.13% | |||||||
Senior secured notes due 2029 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face value | $ 550,000,000 | |||||||||
Debt issuance costs | $ 13,800,000 | |||||||||
Debt stated rate | 3.875% | |||||||||
Debt issuance price as a percentage of par | 100% | |||||||||
Additional loan principal payment | $ 26,600,000 | |||||||||
Senior secured notes due 2029 | Senior notes | Redemption Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption as a percent of principal | 40% | |||||||||
Debt redemption price | 103.875% | |||||||||
Senior secured notes due 2029 | Senior notes | Redemption Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price | 100% | |||||||||
Senior unsecured notes, due in 2027 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Additional loan principal payment | 42,200,000 | |||||||||
Senior unsecured notes, due in 2027 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face value | $ 500,000,000 | |||||||||
Debt issuance costs | $ 10,700,000 | |||||||||
Debt stated rate | 5.875% | |||||||||
Debt issuance price as a percentage of par | 100% | |||||||||
Additional loan principal payment | $ 16,800,000 | 42,200,000 | ||||||||
Senior unsecured notes, due in 2031 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Additional loan principal payment | 54,500,000 | |||||||||
Senior unsecured notes, due in 2031 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face value | $ 500,000,000 | |||||||||
Debt issuance costs | $ 12,500,000 | |||||||||
Debt stated rate | 5.375% | |||||||||
Debt issuance price as a percentage of par | 100% | |||||||||
Additional loan principal payment | $ 31,400,000 | $ 54,500,000 | ||||||||
Senior unsecured notes, due in 2031 | Senior notes | Redemption Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption as a percent of principal | 40% | |||||||||
Debt redemption price | 105.375% | |||||||||
Senior unsecured notes, due in 2031 | Senior notes | Redemption Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price | 100% |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other liabilities | ||
Employee compensation and benefits | $ 27,873 | $ 25,916 |
Deferred FCC repack income | 44,960 | 46,205 |
Programming liability | 275,121 | 263,093 |
Liability for pension benefits | 77,745 | 78,279 |
Liabilities for uncertain tax positions | 14,286 | 14,144 |
Other liabilities | 28,997 | 28,063 |
Other | 26,626 | 28,359 |
Other liabilities (less current portion) | $ 495,608 | $ 484,059 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other Changes in Certain Working Capital Accounts, Net | ||
Accounts receivable | $ 28,782 | $ 9,361 |
Other current assets | (15,453) | 2,585 |
Accounts payable | (4,100) | 7,555 |
Accrued employee compensation and benefits | (3,325) | (24,552) |
Accrued interest | (16,936) | (19,922) |
Other accrued liabilities | (12,216) | (6,608) |
Unearned revenue | 504 | (1,917) |
Other, net | (3,969) | (263) |
Total | $ (26,713) | $ (33,761) |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | $ 4,295 | $ 3,790 |
Defined contribution plan | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | 4,429 | 4,453 |
Defined benefit plans | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | 5,935 | 4,333 |
Expected return on plan assets, net of expenses | (6,306) | (6,224) |
Amortization of actuarial loss and prior service cost | 5 | 1,014 |
Total for defined benefit pension plan | (366) | (877) |
SERPs | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | $ 232 | $ 214 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - SERPs $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions to benefit plan | $ 0.2 |
Estimated future contributions | $ 1.2 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Local Media | Mar. 31, 2023 station affiliate lowPowerStation |
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 affiliates | 18 |
NBC affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 11 |
CBS affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 9 |
FOX affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 4 |
CW affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 12 |
Number of full power stations | station | 4 |
Number of multicast | station | 8 |
Independent stations | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 5 |
Segment Information - Schedule
Segment Information - Schedule of Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Information regarding business segments | |||
Total operating revenues | $ 527,778 | $ 565,706 | |
Acquisition and related integration costs | 0 | (1,642) | |
Restructuring costs | (16,511) | 0 | |
Depreciation and amortization of intangible assets | (38,543) | (39,745) | |
Gains (losses), net on disposal of property and equipment | (896) | (2,481) | |
Interest expense | (48,838) | (36,499) | |
Gain on extinguishment of debt | 0 | $ 7,400 | 1,234 |
Defined benefit pension plan income | 134 | 663 | |
Miscellaneous, net | (503) | (407) | |
Income (loss) from operations before income taxes | (32,725) | 36,268 | |
Depreciation: | |||
Total depreciation | 15,053 | 15,370 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 23,490 | 24,375 | |
Additions to property and equipment: | |||
Total additions to property and equipment | 8,296 | 12,587 | |
Intersegment eliminations | |||
Information regarding business segments | |||
Total operating revenues | (4,374) | (4,174) | |
Shared services and corporate | |||
Information regarding business segments | |||
Segment profit (loss): | (23,405) | (23,211) | |
Depreciation: | |||
Total depreciation | 419 | 399 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 1,052 | 705 | |
Additions to property and equipment: | |||
Total additions to property and equipment | 835 | 56 | |
Local Media | Operating segments | |||
Information regarding business segments | |||
Total operating revenues | 311,923 | 326,661 | |
Segment profit (loss): | 45,843 | 54,393 | |
Depreciation: | |||
Total depreciation | 9,853 | 10,142 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 8,980 | 8,980 | |
Additions to property and equipment: | |||
Total additions to property and equipment | 7,267 | 9,313 | |
Scripps Networks | Operating segments | |||
Information regarding business segments | |||
Total operating revenues | 216,473 | 239,068 | |
Segment profit (loss): | 51,526 | 85,076 | |
Depreciation: | |||
Total depreciation | 4,736 | 4,785 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 13,009 | 14,209 | |
Additions to property and equipment: | |||
Total additions to property and equipment | 194 | 3,209 | |
Other | Operating segments | |||
Information regarding business segments | |||
Total operating revenues | 3,756 | 4,151 | |
Segment profit (loss): | (1,532) | (1,113) | |
Depreciation: | |||
Total depreciation | 45 | 44 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 449 | 481 | |
Additions to property and equipment: | |||
Total additions to property and equipment | $ 0 | $ 9 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue Generating Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 527,778 | $ 565,706 |
Core advertising | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 348,574 | 392,535 |
Political | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 3,525 | 5,946 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 9,120 | 9,625 |
Distribution | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 166,559 | $ 157,600 |
Capital Stock (Details)
Capital Stock (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Jan. 07, 2021 $ / shares shares | Mar. 31, 2023 USD ($) director classOfCommonShare | Mar. 31, 2022 USD ($) | |
Class of Stock [Line Items] | |||
Classes of common shares | classOfCommonShare | 2 | ||
Minimum number of directors up for election to entitle shareholders to vote | director | 3 | ||
Percentage of directors up for election if more than minimum number | 33.33% | ||
Preferred stock dividends | $ | $ 12,000 | $ 12,000 | |
Preferred stock | Berkshire Hathaway | ION Media | |||
Class of Stock [Line Items] | |||
Preferred shares issued (in shares) | shares | 6 | ||
Face value of preferred shares (in dollars per share) | $ / shares | $ 100,000 | ||
Preferred shares redemption price, as a percent | 105% | ||
Preferred stock dividend rate | 8% | ||
Preferred stock dividend rate if dividends not paid in cash | 9% | ||
Preferred stock dividends | $ | $ 12,000 | $ 12,000 | |
Common stock, Class A | Berkshire Hathaway | |||
Class of Stock [Line Items] | |||
Number of shares purchasable by warrant (up to) (in shares) | shares | 23,100 | ||
Exercise right of warrants (in dollars per share) | $ / shares | $ 13 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Equity, beginning balance | $ 2,130,825 | $ 1,970,434 |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | 25 | 830 |
Net current-period other comprehensive income (loss) | 25 | 830 |
Equity, ending balance | 2,099,808 | 1,984,029 |
Defined Benefit Pension Items | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Equity, beginning balance | (77,327) | (73,713) |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | 25 | 827 |
Net current-period other comprehensive income (loss) | 25 | 827 |
Equity, ending balance | (77,302) | (72,886) |
Actuarial gain (loss) tax amount | 8 | 257 |
Other | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Equity, beginning balance | (144) | (196) |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | 0 | 3 |
Net current-period other comprehensive income (loss) | 0 | 3 |
Equity, ending balance | (144) | (193) |
AOCI Attributable to Parent | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Equity, beginning balance | (77,471) | (73,909) |
Equity, ending balance | $ (77,446) | $ (73,079) |