UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20222023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number 001-10701
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio31-1223339
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification Number)
312 Walnut Street
Cincinnati,Ohio45202
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (513) 977-3000

Not applicable
(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per shareSSPNASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerEmerging growth company
Non-accelerated filerSmaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of March 31, 2022,2023, there were 71,357,81072,377,601 of the registrant’s Class A Common shares, $0.01 par value per share, outstanding and 11,932,722 of the registrant’s Common Voting shares, $0.01 par value per share, outstanding.



Index to The E.W. Scripps Company Quarterly Report
on Form 10-Q for the Quarter Ended March 31, 20222023
Item No.Page
 
1. Financial Statements
2. Management's Discussion and Analysis of Financial Condition and Results of Operations
3. Quantitative and Qualitative Disclosures About Market Risk
4. Controls and Procedures
PART II - Other Information 
1. Legal Proceedings
1A. Risk Factors
3. Defaults Upon Senior Securities
4. Mine Safety Disclosures
5. Other Information
6. Exhibits
    Signatures
2


PART I

As used in this Quarterly Report on Form 10-Q, 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.

Item 1. Financial Statements

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

Item 4. Controls and Procedures

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

PART II

Item 1. Legal Proceedings

We are involved in litigation and regulatory proceedings arising in the ordinary course of business, such as defamation actions and governmental proceedings primarily relating to renewal of broadcast licenses, none of which is expected to result in material loss.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our 20212022 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities during the quarter ended March 31, 2022.2023.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the quarter ended March 31, 2022.2023.

Item 4. Mine Safety Disclosures

None.
3


Item 5. Other Information

The following table presents information on matters submitted to a vote of security holders at our May 2, 20221, 2023 Annual Meeting of Shareholders:
Descriptions of Matters SubmittedIn FavorAgainstAuthority Withheld
1. Election of Directors
Directors elected by holders of Class A Common Shares:
Lauren Rich Fine61,242,571 — 1,235,595 
Burton F. Jablin60,562,995 — 1,915,171 
Kim Williams41,378,096 — 21,100,070 
Directors elected by holders of Common Voting Shares:
Marcellus W. Alexander, Jr.11,130,722 — — 
Charles L. Barmonde11,130,722 — — 
Kelly P. Conlin11,130,722 — — 
Raymundo H. Granado, Jr.11,130,722 — — 
John W. Hayden11,130,722 — — 
Monica O. Holcomb11,130,722 — — 
Leigh B. Radford11,130,722 — — 
Adam P. Symson11,130,722 — — 
2. Votes by holders of Common Voting Shares to ratify Deloitte & Touche LLP as the independent registered public accountant11,130,722 — — 
3. Advisory (non-binding) vote by holders of Common Voting Shares on executive compensation of named executive officers11,130,722 — — 
4. Advisory (non-binding) vote by holders of Common Voting Shares on the frequency of Say-on-Pay Vote
One year11,130,722 — — 
5. Approve The E.W. Scripps Company 2023 Long-term Incentive Plan11,130,722 — — 

Descriptions of Matters SubmittedIn FavorAgainstAuthority Withheld
1. Election of Directors
Directors elected by holders of Class A Common Shares:
Lauren Rich Fine55,918,787 — 1,562,013 
Burton F. Jablin56,860,227 — 620,573 
Kim Williams53,555,834 — 3,924,966 
Directors elected by holders of Common Voting Shares:
Marcellus W. Alexander, Jr.11,130,722 — — 
Charles L. Barmonde11,130,722 — — 
Kelly P. Conlin11,130,722 — — 
John W. Hayden11,130,722 — — 
Anne M. La Dow11,130,722 — — 
Leigh B. Radford11,130,722 — — 
R. Michael Scagliotti11,130,722 — — 
Adam P. Symson11,130,722 — — 
2. Votes by holders of Common Voting Shares to ratify Deloitte & Touche LLP as the independent registered public accountant11,130,722 — — 
3. Advisory (non-binding) vote by holders of Common Voting Shares on executive compensation of named executive officers11,130,722 — — 
Item 6. Exhibits

Exhibit NumberExhibit Description
3.05
4.03
10.1
31(a)
31(b)
32(a)
32(b)
101The Company's unaudited Condensed Consolidated Financial Statements and related Notes for the quarterthree months ended March 31, 20222023 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language).*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *

* - Filed herewith
4


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 THE E.W. SCRIPPS COMPANY
Dated: May 6, 20225, 2023By:
/s/ Daniel W. Perschke
Daniel W. Perschke
  Vice President, Controller
(Principal Accounting Officer)


5


The E.W. Scripps Company
Index to Financial Information (Unaudited)
ItemPage
F-2
F-3
F-4
F-5
F-6
Notes to Condensed Consolidated Financial Statements
F-7

F-1


The E.W. Scripps Company
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)(in thousands, except share data)As of 
March 31, 
2022
As of 
December 31, 
2021
(in thousands, except share data)As of 
March 31, 
2023
As of 
December 31, 
2022
AssetsAssetsAssets
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$35,026 $66,223 Cash and cash equivalents$16,476 $18,027 
Restricted cash— 34,257 
Accounts receivable (less allowances — $4,940 and $4,256)563,862 572,525 
FCC repack receivable185 773 
Accounts receivable (less allowances — $4,644 and $4,963)Accounts receivable (less allowances — $4,644 and $4,963)571,316 600,098 
MiscellaneousMiscellaneous28,671 28,503 Miscellaneous41,056 25,816 
Total current assetsTotal current assets627,744 702,281 Total current assets628,848 643,941 
InvestmentsInvestments26,700 21,632 Investments23,205 23,144 
Property and equipmentProperty and equipment450,975 456,945 Property and equipment450,246 458,600 
Operating lease right-of-use assetsOperating lease right-of-use assets119,643 124,821 Operating lease right-of-use assets115,313 117,869 
GoodwillGoodwill2,920,466 2,913,384 Goodwill2,920,574 2,920,574 
Other intangible assetsOther intangible assets1,893,129 1,910,311 Other intangible assets1,797,763 1,821,254 
ProgrammingProgramming483,232 510,316 Programming451,001 427,962 
MiscellaneousMiscellaneous19,972 18,624 Miscellaneous15,084 17,661 
Total AssetsTotal Assets$6,541,861 $6,658,314 Total Assets$6,402,034 $6,431,005 
Liabilities and EquityLiabilities and EquityLiabilities and Equity
Current liabilities:Current liabilities:Current liabilities:
Accounts payableAccounts payable$90,578 $83,931 Accounts payable$78,247 $82,710 
Unearned revenueUnearned revenue19,381 20,000 Unearned revenue18,687 18,183 
Current portion of long-term debtCurrent portion of long-term debt18,612 18,612 Current portion of long-term debt18,612 18,612 
Accrued liabilities:Accrued liabilities:Accrued liabilities:
Employee compensation and benefitsEmployee compensation and benefits44,832 68,545 Employee compensation and benefits41,271 44,590 
Programming liabilityProgramming liability173,083 180,269 Programming liability185,703 167,131 
Accrued interestAccrued interest15,051 34,973 Accrued interest14,151 31,087 
MiscellaneousMiscellaneous41,752 50,667 Miscellaneous40,675 52,891 
Other current liabilitiesOther current liabilities54,050 54,883 Other current liabilities58,614 69,801 
Total current liabilitiesTotal current liabilities457,339 511,880 Total current liabilities455,960 485,005 
Long-term debt (less current portion)Long-term debt (less current portion)3,081,513 3,129,393 Long-term debt (less current portion)2,871,555 2,853,793 
Deferred income taxesDeferred income taxes370,739 356,777 Deferred income taxes377,317 370,457 
Operating lease liabilitiesOperating lease liabilities108,373 113,892 Operating lease liabilities101,786 106,866 
Other liabilities (less current portion)Other liabilities (less current portion)539,868 575,938 Other liabilities (less current portion)495,608 484,059 
Equity:Equity:Equity:
Preferred stock, $0.01 par — authorized: 25,000,000 shares; none outstandingPreferred stock, $0.01 par — authorized: 25,000,000 shares; none outstanding— — Preferred stock, $0.01 par — authorized: 25,000,000 shares; none outstanding— — 
Preferred stock — Series A, $100,000 par; 6,000 shares at March 31, 2022410,515 409,939 
Preferred stock — Series A, $100,000 par; 6,000 shares issued and outstandingPreferred stock — Series A, $100,000 par; 6,000 shares issued and outstanding412,820 412,244 
Common stock, $0.01 par:Common stock, $0.01 par:Common stock, $0.01 par:
Class A — authorized: 240,000,000 shares; issued and outstanding: 71,357,810 and 70,646,007 shares714 707 
Class A — authorized: 240,000,000 shares; issued and outstanding: 72,377,601 and 71,649,335 sharesClass A — authorized: 240,000,000 shares; issued and outstanding: 72,377,601 and 71,649,335 shares724 717 
Voting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 sharesVoting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares119 119 Voting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares119 119 
Total preferred and common stockTotal preferred and common stock411,348 410,765 Total preferred and common stock413,663 413,080 
Additional paid-in capitalAdditional paid-in capital1,430,853 1,428,460 Additional paid-in capital1,443,992 1,444,501 
Retained earningsRetained earnings214,907 205,118 Retained earnings319,599 350,715 
Accumulated other comprehensive loss, net of income taxesAccumulated other comprehensive loss, net of income taxes(73,079)(73,909)Accumulated other comprehensive loss, net of income taxes(77,446)(77,471)
Total equityTotal equity1,984,029 1,970,434 Total equity2,099,808 2,130,825 
Total Liabilities and EquityTotal Liabilities and Equity$6,541,861 $6,658,314 Total Liabilities and Equity$6,402,034 $6,431,005 
See notes to condensed consolidated financial statements.
F-2


The E.W. Scripps Company
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands, except per share data)(in thousands, except per share data)20222021(in thousands, except per share data)20232022
Operating Revenues:Operating Revenues:Operating Revenues:
AdvertisingAdvertising$398,481 $362,614 Advertising$352,099 $398,481 
Retransmission and carriage155,820 156,497 
DistributionDistribution166,559 157,600 
OtherOther11,405 21,810 Other9,120 9,625 
Total operating revenuesTotal operating revenues565,706 540,921 Total operating revenues527,778 565,706 
Operating Expenses:Operating Expenses:Operating Expenses:
Cost of revenues, excluding depreciation and amortizationCost of revenues, excluding depreciation and amortization297,834 264,395 Cost of revenues, excluding depreciation and amortization308,460 297,834 
Selling, general and administrative expenses, excluding depreciation and amortizationSelling, general and administrative expenses, excluding depreciation and amortization152,727 144,026 Selling, general and administrative expenses, excluding depreciation and amortization146,886 152,727 
Acquisition and related integration costsAcquisition and related integration costs1,642 28,645 Acquisition and related integration costs— 1,642 
Restructuring costsRestructuring costs— 7,050 Restructuring costs16,511 — 
DepreciationDepreciation15,370 14,125 Depreciation15,053 15,370 
Amortization of intangible assetsAmortization of intangible assets24,375 25,382 Amortization of intangible assets23,490 24,375 
Losses (gains), net on disposal of property and equipmentLosses (gains), net on disposal of property and equipment2,481 80 Losses (gains), net on disposal of property and equipment896 2,481 
Total operating expensesTotal operating expenses494,429 483,703 Total operating expenses511,296 494,429 
Operating incomeOperating income71,277 57,218 Operating income16,482 71,277 
Interest expenseInterest expense(36,499)(43,882)Interest expense(48,838)(36,499)
Gain on extinguishment of debtGain on extinguishment of debt1,234 — Gain on extinguishment of debt— 1,234 
Defined benefit pension plan incomeDefined benefit pension plan income663 Defined benefit pension plan income134 663 
Gain on sale of Triton business— 81,784 
Losses on stock warrant— (67,244)
Miscellaneous, netMiscellaneous, net(407)(4,851)Miscellaneous, net(503)(407)
Income from continuing operations before income taxes36,268 23,032 
Provision for income taxes13,903 19,529 
Income from continuing operations, net of tax22,365 3,503 
Income from discontinued operations, net of tax— 2,064 
Net income22,365 5,567 
Income (loss) from operations before income taxesIncome (loss) from operations before income taxes(32,725)36,268 
Provision (benefit) for income taxesProvision (benefit) for income taxes(14,185)13,903 
Net income (loss)Net income (loss)(18,540)22,365 
Preferred stock dividendsPreferred stock dividends(12,576)(11,643)Preferred stock dividends(12,576)(12,576)
Net income (loss) attributable to the shareholders of The E.W. Scripps CompanyNet income (loss) attributable to the shareholders of The E.W. Scripps Company$9,789 $(6,076)Net income (loss) attributable to the shareholders of The E.W. Scripps Company$(31,116)$9,789 
Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company:
Income (loss) from continuing operations$0.11 $(0.10)
Income from discontinued operations— 0.02 
Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company:$0.11 $(0.07)
Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps CompanyNet income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company$(0.37)$0.11 
Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company:Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company:Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company:$(0.37)$0.10 
Income (loss) from continuing operations$0.10 $(0.10)
Income from discontinued operations— 0.02 
Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company:$0.10 $(0.07)
See notes to condensed consolidated financial statements.
The sum of net income (loss) per share from continuing and discontinued operations may not equal the reported total net income(loss) per share as each is calculated independently.
F-3


The E.W. Scripps Company
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended 
March 31,
(in thousands)20222021
Net income$22,365 $5,567 
Changes in defined benefit pension plans, net of tax of $257 and $374827 1,187 
Other18 
Total comprehensive income attributable to preferred and common stockholders$23,195 $6,772 
Three Months Ended 
March 31,
(in thousands)20232022
Net income (loss)$(18,540)$22,365 
Changes in defined benefit pension plans, net of tax of $8 and $25725 827 
Other— 
Total comprehensive income (loss) attributable to preferred and common stockholders$(18,515)$23,195 
See notes to condensed consolidated financial statements.
F-4


The E.W. Scripps Company
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)20222021(in thousands)20232022
Cash Flows from Operating Activities:Cash Flows from Operating Activities:Cash Flows from Operating Activities:
Net income$22,365 $5,567 
Income from discontinued operations, net of tax— 2,064 
Income from continuing operations, net of tax22,365 3,503 
Adjustments to reconcile net income from continuing operations to net cash flows from operating activities:
Net income (loss)Net income (loss)$(18,540)$22,365 
Adjustments to reconcile net income (loss) to net cash flows from operating activities:Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortizationDepreciation and amortization39,745 39,507 Depreciation and amortization38,543 39,745 
Losses (gains), net on disposal of property and equipmentLosses (gains), net on disposal of property and equipment2,481 80 Losses (gains), net on disposal of property and equipment896 2,481 
Gain on extinguishment of debtGain on extinguishment of debt(1,234)— Gain on extinguishment of debt— (1,234)
Gain on sale of Triton business— (81,784)
Losses on stock warrant— 67,244 
Programming assets and liabilitiesProgramming assets and liabilities(13,970)(37,042)Programming assets and liabilities(6,924)(13,970)
Restructuring impairment chargesRestructuring impairment charges— 7,050 Restructuring impairment charges13,608 — 
Deferred income taxesDeferred income taxes11,906 6,951 Deferred income taxes6,852 11,906 
Stock and deferred compensation plansStock and deferred compensation plans10,481 11,092 Stock and deferred compensation plans5,389 10,481 
Pension contributions, net of income/expensePension contributions, net of income/expense(930)(5,987)Pension contributions, net of income/expense(411)(930)
Other changes in certain working capital accounts, netOther changes in certain working capital accounts, net(33,761)41,045 Other changes in certain working capital accounts, net(26,713)(33,761)
Miscellaneous, netMiscellaneous, net296 (1,565)Miscellaneous, net2,527 296 
Net cash provided by operating activities from continuing operations37,379 50,094 
Net cash provided by (used in) operating activities from discontinued operations— — 
Net operating activities37,379 50,094 
Net cash provided by operating activitiesNet cash provided by operating activities15,227 37,379 
Cash Flows from Investing Activities:Cash Flows from Investing Activities:Cash Flows from Investing Activities:
Acquisitions, net of cash acquiredAcquisitions, net of cash acquired(13,797)(2,679,798)Acquisitions, net of cash acquired— (13,797)
Proceeds from sale of Triton Digital, net of cash disposed— 224,990 
Acquisition of intangible assets— (430)
Additions to property and equipmentAdditions to property and equipment(12,685)(4,139)Additions to property and equipment(7,782)(12,685)
Purchase of investmentsPurchase of investments(5,117)(1,263)Purchase of investments(142)(5,117)
Proceeds from FCC repackProceeds from FCC repack1,201 5,345 Proceeds from FCC repack— 1,201 
Miscellaneous, netMiscellaneous, net(2,456)12 Miscellaneous, net(2,456)
Net cash used in investing activities from continuing operations(32,854)(2,455,283)
Net cash provided by (used in) investing activities from discontinued operations— — 
Net investing activities(32,854)(2,455,283)
Net cash used in investing activitiesNet cash used in investing activities(7,921)(32,854)
Cash Flows from Financing Activities:Cash Flows from Financing Activities:Cash Flows from Financing Activities:
Net borrowings under revolving credit facilityNet borrowings under revolving credit facility75,000 — Net borrowings under revolving credit facility20,000 75,000 
Proceeds from issuance of long-term debt— 800,000 
Proceeds from issuance of preferred stock— 600,000 
Payments on long-term debtPayments on long-term debt(124,197)(4,653)Payments on long-term debt(4,653)(124,197)
Payments on financing costs— (50,597)
Payments for capitalized preferred stock issuance costs— (11,526)
Dividends paid on common and preferred stock(12,000)(9,067)
Dividends paid on preferred stockDividends paid on preferred stock(12,000)(12,000)
Tax payments related to shares withheld for vested stock and RSUsTax payments related to shares withheld for vested stock and RSUs(8,341)(6,369)Tax payments related to shares withheld for vested stock and RSUs(4,558)(8,341)
Miscellaneous, netMiscellaneous, net(441)(415)Miscellaneous, net(7,646)(441)
Net cash provided by (used in) financing activities from continuing operations(69,979)1,317,373 
Effect of foreign exchange rates on cash, cash equivalents and restricted cash— (20)
Net cash used in financing activitiesNet cash used in financing activities(8,857)(69,979)
Decrease in cash, cash equivalents and restricted cashDecrease in cash, cash equivalents and restricted cash(65,454)(1,087,836)Decrease in cash, cash equivalents and restricted cash(1,551)(65,454)
Cash, cash equivalents and restricted cash:Cash, cash equivalents and restricted cash:Cash, cash equivalents and restricted cash:
Beginning of yearBeginning of year100,480 1,626,021 Beginning of year18,027 100,480 
End of periodEnd of period$35,026 $538,185 End of period$16,476 $35,026 
Supplemental Cash Flow DisclosuresSupplemental Cash Flow DisclosuresSupplemental Cash Flow Disclosures
Interest paidInterest paid$52,668 $29,354 Interest paid$61,973 $52,668 
Income taxes paid (refunded)$(431)$(547)
Income taxes refundedIncome taxes refunded$(7,679)$(431)
Non-cash investing informationNon-cash investing informationNon-cash investing information
Capital expenditures included in accounts payableCapital expenditures included in accounts payable$4,047 $5,764 Capital expenditures included in accounts payable$2,769 $4,047 

See notes to condensed consolidated financial statements.
F-5


The E.W. Scripps Company
Condensed Consolidated Statements of Equity (Unaudited)

Three Months Ended
March 31, 2022 and 2021
(in thousands, except per share data)
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained Earnings (Accumulated Deficit)Accumulated
Other
Comprehensive
Income (Loss) ("AOCI")
Total
Equity
As of December 31, 2021$409,939 $826 $1,428,460 $205,118 $(73,909)$1,970,434 
Comprehensive income (loss)— — — 22,365 830 23,195 
Preferred stock dividends, $2,000 per share576 — — (12,576)— (12,000)
Compensation plans: 711,803 net shares issued *— 2,393 — — 2,400 
As of March 31, 2022$410,515 $833 $1,430,853 $214,907 $(73,079)$1,984,029 
Three Months Ended
March 31, 2023 and 2022
(in thousands, except per share data)
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained EarningsAccumulated
Other
Comprehensive
Income (Loss) ("AOCI")
Total
Equity
As of December 31, 2022$412,244 $836 $1,444,501 $350,715 $(77,471)$2,130,825 
Comprehensive income (loss)— — — (18,540)25 (18,515)
Preferred stock dividends, $2,000 per share576 — — (12,576)— (12,000)
Compensation plans: 728,266 net shares issued *— (509)— — (502)
As of March 31, 2023$412,820 $843 $1,443,992 $319,599 $(77,446)$2,099,808 
* Net of tax payments related to shares withheld for vested RSUs of $4,558 for the three months ended March 31, 2023.

As of December 31, 2021$409,939 $826 $1,428,460 $205,118 $(73,909)$1,970,434 
Comprehensive income (loss)— — — 22,365 830 23,195 
Preferred stock dividends, $2,000 per share576 — — (12,576)— (12,000)
Compensation plans: 711,803 net shares issued *— 2,393 — — 2,400 
As of March 31, 2022$410,515 $833 $1,430,853 $214,907 $(73,079)$1,984,029 
* Net of tax payments related to shares withheld for vested RSUs of $8,341 for the three months ended March 31, 2022.
As of December 31, 2020$— $817 $1,130,789 $131,778 $(100,119)$1,163,265 
Comprehensive income (loss)— — — 5,567 1,205 6,772 
Issuance of preferred stock, net of discount and issuance costs407,634 — — — — 407,634 
Preferred stock dividends, $1,511 per share576 — — (11,643)— (11,067)
Compensation plans: 554,279 net shares issued *— 2,577 — — 2,583 
As of March 31, 2021$408,210 $823 $1,133,366 $125,702 $(98,914)$1,569,187 
* Net of tax payments related to shares withheld for vested RSUs of $6,369 for the three months ended March 31, 2021.
See notes to condensed consolidated financial statements.
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The E.W. Scripps Company
Notes to Condensed Consolidated Financial Statements (Unaudited)

1. 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 20212022 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)("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 media brands.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 13.12. 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 accounting for our defined benefit pension plans; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks.
While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.
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,
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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
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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.
RetransmissionDistribution Revenues We earn revenuerevenues from retransmission consent agreements withcable operators, satellite carriers, other multi-channel video programming distributors (“MVPDs”(collectively "MVPDs") in, other online video distributors and subscribers for access rights to our markets. The MVPDsbroadcast signals. These arrangements are cable operatorsgenerally governed by multi-year contracts and satellite carriers who pay us to offer our programming to their customers. We also receive fees from over-the-top virtual MVPDs. Thethe fees we receive are typically based on the number of subscribers in our local marketthe respective distributor has and the contracted rate per subscriber.
Other Products and Services We derive revenue from sponsorships and community events through our Local Media segment. Our Scripps Networks segment offers subscription services for access to premium content to its customers.
Refer to Note 13.12. 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.
Retransmission DistributionOur 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 invoicing tocash collection from customers. We record a receivable when revenue is recognized prior to invoicing,cash receipt, or unearned revenue when cash is collected in advance of revenue is recognized subsequent to invoicing.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, not to receive financing from our customers.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 $4.9$4.6 million at March 31, 20222023 and $4.3$5.0 million at December 31, 2021.2022.
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 $19.4$18.7 million at March 31, 20222023 and is expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $20.0$18.2 million at December 31, 2021.2022. We recorded $7.3$4.6 million of revenue in the three months ended March 31, 20222023 that was included in unearned revenue at December 31, 2021.2022.

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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
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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 20212022 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)("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors.
Share-based compensation costs totaled $9.3$3.5 million and $8.3$9.3 million for the first quarter of 20222023 and 2021,2022, 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 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)20222021(in thousands)20232022
Numerator (for basic and diluted earnings per share)
Numerator (for basic and diluted earnings per share)
Numerator (for basic and diluted earnings per share)
Income from continuing operations, net of tax$22,365 $3,503 
Net income (loss)Net income (loss)$(18,540)$22,365 
Less income allocated to RSUsLess income allocated to RSUs(276)— Less income allocated to RSUs— (276)
Less preferred stock dividendsLess preferred stock dividends(12,576)(11,643)Less preferred stock dividends(12,576)(12,576)
Numerator for basic and diluted earnings per shareNumerator for basic and diluted earnings per share$9,513 $(8,140)Numerator for basic and diluted earnings per share$(31,116)$9,513 
DenominatorDenominatorDenominator
Basic weighted-average shares outstandingBasic weighted-average shares outstanding82,788 81,902 Basic weighted-average shares outstanding83,751 82,788 
Effect of dilutive securities:
Restricted stock units613 — 
Common stock warrant8,872 — 
Effect of dilutive securitiesEffect of dilutive securities— 9,485 
Diluted weighted-average shares outstandingDiluted weighted-average shares outstanding92,273 81,902 Diluted weighted-average shares outstanding83,751 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, 2021,2023, we incurred a net loss and the inclusion of RSUs would have beenbe anti-dilutive. The March 31, 20212023 diluted EPS calculation excludes the effect from 2.41.4 million of outstanding RSUs that were anti-dilutive. On May 14, 2021, we amended our common stock warrant agreement with Berkshire Hathaway. Prior to the May 14, 2021 amendment of the common stock warrant agreement, theThe March 31, 2023 basic and dilutive EPS calculations excludedalso exclude the impact of the common stock warrant as the effect would have beenbe anti-dilutive. Following the amendment date, the EPS calculations include the dilutive impact of the common stock warrant.
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2. Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting StandardsIn October 2021,March 2020, the Financial Accounting Standards Board ("FASB") issued new guidance requiring entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue from contracts with customers accounting standard. The guidance will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new guidance effective January 1, 2022. The adoption of the guidance did not have an impact on our condensed consolidated financial statements.

In May 2021, the FASB issued new guidance that clarifies an issuer's accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, the guidance provides a "principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense." The guidance is effective for all entities with fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We adopted the new guidance effective January 1, 2022. The adoption of the guidance did not have an impact on our condensed consolidated financial statements.

Recently Issued Accounting Standards — In November 2021, the FASB issued new guidance for entities to provide certain disclosures for material government assistance transactions that are accounted for by applying a grant or contribution accounting model by analogy. The guidance is effective for our 2022 annual reporting period and we do not expect adoption of the guidance to have a material impact on our annual consolidated financial statements and related disclosures.

In March 2020, the FASB issued new guidance that provides optional expedients and exceptions to certain accounting requirements to facilitate the transition away from the use of the London Interbank Offered Rate (LIBOR)("LIBOR") and other interbank offered rates. The guidance iswas effective as of March 12, 2020 and will apply throughthe
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sunset date of the guidance was deferred to December 31, 2022 to all entities,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 will evaluate transactions orand contract modifications occurring as a result of reference rate reform toand determine whether to apply the optional guidance on an ongoing basis.

3. 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 preliminaryfinal purchase price allocation assigned $7.2 million to intangible assets with useful lives ranging from three to five years, $7.1$7.2 million to goodwill and the remainder was allocated to various working capital and deferred tax liability accounts. The estimated goodwill, which is not tax deductible, reflects the synergies and increased market penetration expected from combining the operations of Nuvyyo with Scripps. We allocated the goodwill to our Other segment.

ION Acquisition

On January 7, 2021, we completed the acquisition of national broadcast network ION Media Networks, Inc. ("ION") for $2.65 billion. ION is a national network of broadcast stations and is the largest holder of U.S. broadcast television spectrum. The business distributes its programming through owned Federal Communications Commission-licensed television stations as well as affiliated TV stations, reaching 100 million of U.S. homes through its over-the-air broadcast and pay TV platforms. The acquisition of ION enabled us to create a full-scale national television networks business by combining the ION network with our other news and entertainment networks.

The transaction was financed with a combination of cash, debt financing and preferred equity financing, including Berkshire Hathaway's $600 million preferred equity investment in Scripps. Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.

To comply with ownership rules of the Federal Communications Commission, we simultaneously divested 23 of ION's television stations for a total consideration of $30 million, which were purchased by INYO Broadcast Holdings, LLC upon completion of the acquisition. These divested stations became independent affiliates of ION pursuant to long-term affiliation agreements.
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The following table summarizes the net cash consideration for the ION transaction.

(in thousands)
Total purchase price$2,650,000 
   Plus: Cash acquired14,493 
   Plus: Working capital57,755 
Total transaction gross cash consideration2,722,248 
   Less: Proceeds from ION stations divested(30,000)
Total transaction net cash consideration2,692,248 
   Less: Cash acquired(14,493)
Total consideration, net of cash acquired$2,677,755 

The following table summarizes the final fair values of the ION assets acquired and liabilities assumed at the closing date.
(in thousands)
Accounts receivable$135,006 
Other current assets25,353 
Programming rights169,027 
Property and equipment122,520 
Operating lease right-of-use assets72,717 
Other assets2,295 
Goodwill1,796,148 
Indefinite-lived intangible assets - FCC licenses424,200 
Amortizable intangible assets:
  INYO affiliation agreement422,000 
  Other affiliation relationships22,000 
  Advertiser relationships143,000 
  Trade names72,000 
Accounts payable(9,674)
Unearned revenue(13,043)
Accrued expenses(15,814)
Current portion of programming liabilities(92,721)
Other current liabilities(24,810)
Programming liabilities(191,837)
Deferred tax liabilities(265,291)
Operating lease liabilities(78,438)
Other long-term liabilities(36,883)
Total consideration, net of cash acquired$2,677,755 

Of the value allocated to amortizable intangible assets, the INYO affiliation agreement has an estimated amortization period of 20 years, advertiser relationships have an estimated amortization period of 7 years, other affiliation relationships have an estimated amortization period of 10 years and the value allocated to trade names has an estimated amortization period of 10 years.

The goodwill of $1.8 billion arising from the transactions consists largely of synergies, economies of scale and other benefits of a larger national broadcast footprint and becoming the largest holder of broadcast spectrum. We allocated the goodwill to our Scripps Networks segment. The transaction is accounted for as a stock acquisition which applies carryover tax basis to the assets and liabilities acquired. The goodwill is not deductible for income tax purposes.

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Pro forma results of operations

Pro forma results of operations, assuming the ION acquisition had taken place at the beginning of 2021, are presented in the following table. The pro forma results do not include Nuvyyo, as the impact of this acquisition, individually or in the aggregate, is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and ION (excluding the results of the divested stations sold to INYO), as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisition, or retrospective fair value adjustments to the warrant. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period.

Three Months Ended March 31,
(in thousands, except per share data) (unaudited)2021
Operating revenues$547,643 
Net income attributable to Scripps shareholders13,009 
Net income per share:
          Basic$0.15 
          Diluted0.15 

The pro forma results in 2021 reflect a $26.2 million reversal of ION transaction costs incurred that were already captured in the 2020 pro forma results.

4. Asset Write-Downs and Other Charges and Credits

Income (loss) from continuing 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 ofwere $1.6 million in the first three months of 2022 primarily reflect professional service costs associated with the ION acquisition.2022.

During the first quarter of 2022, we redeemed $42.2 million of the 2027 Senior Notes, $26.6 million of the 2029 Senior Notes and $54.5 million of the 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.

2021 - Acquisition and related integration costs of $28.6 million in the first quarter of 2021 primarily reflect investment banking, legal and professional service costs incurred to complete and integrate the ION Media Networks, Inc. acquisition, which closed on January 7, 2021.

Restructuring costs totaled $7.1 million in the first quarter of 2021. In connection with the Newsy restructuring plan, we incurred charges for the write-downs of both capitalized carriage agreement payments and certain Newsy intangible assets.

During the first quarter of 2021, we completed the sale of our Triton business. The sale generated total net proceeds of $225 million and we recognized a pre-tax gain from disposition totaling $81.8 million.

The first quarter of 2021 included a $67.2 million non-cash charge related to our outstanding common stock warrant. The warrant obligation was being marked-to-market each reporting period with the increase in our common stock price being the significant contributor to the higher valuation. Following an amendment to the common stock warrant agreement on May 14, 2021, the fair value of the warrant was reclassified to equity and no longer marked-to-market each reporting period.

5. 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.
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The income tax provision for interim periods is generally determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income (loss) before income tax for the full year and the jurisdictions in which we expect that income will be taxed.

The effective income tax rate for the three months ended March 31, 2023 and 2022 was 43% and 2021 was 38% and 85%, 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 ($1.11.2 million expense in 2023 and $1.1 million benefit in 2022 and $1.3 million benefit in 2021)2022), state deferred rate changes ($4.7 million expense in 2022) and state NOL valuation allowance changes ($1.2 million benefit in 2021). Additionally, in the first quarter of 2021, the income tax provision was impacted by a net discrete tax provision charge of $17.1 million related to a taxable gain on the sale of the Triton business, a $1.0 million discrete tax provision charge related to nondeductible transaction costs for the ION acquisition and a non-deductible expense of $70.7 million related to issuance costs and unrealized losses on mark-to-market adjustments recorded on the common stock warrants issued in connection with the ION acquisition.changes.

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We recognize state NOL carryforwards as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance.

6. Restricted Cash

At December 31, 2021, we had restricted cash of $34.3 million. The balance reflected restricted cash held in escrow from the KMGH Denver television station building sale, which was received in January 2022.

7. 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 3036 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 2021 totaled $6.5 million, and $5.9 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 respectively.for the three months ended March 31, 2023.

Other information related to our operating leases was as follows:
(in thousands, except lease term and discount rate)(in thousands, except lease term and discount rate)As of 
March 31, 
2022
As of 
December 31, 
2021
(in thousands, except lease term and discount rate)As of 
March 31, 
2023
As of 
December 31, 
2022
Balance Sheet InformationBalance Sheet InformationBalance Sheet Information
Operating LeasesOperating Leases
Right-of-use assets Right-of-use assets$119,643 $124,821  Right-of-use assets$115,313 $117,869 
Other current liabilities Other current liabilities18,851 20,066  Other current liabilities20,411 19,599 
Operating lease liabilities Operating lease liabilities108,373 113,892  Operating lease liabilities101,786 106,866 
Financing LeasesFinancing Leases
Property and equipment, at cost Property and equipment, at cost28,321 28,321 
Accumulated depreciation Accumulated depreciation265 69 
Property and equipment, net Property and equipment, net28,056 28,252 
Other current liabilities Other current liabilities— 426 
Other liabilities Other liabilities28,997 28,063 
Weighted Average Remaining Lease TermWeighted Average Remaining Lease TermWeighted Average Remaining Lease Term
Operating leases Operating leases8.21 years8.35 years Operating leases8.00 years8.22 years
Finance leases Finance leases35.25 years35.50 years
Weighted Average Discount RateWeighted Average Discount RateWeighted Average Discount Rate
Operating leases Operating leases4.14 %4.16 % Operating leases4.45 %4.34 %
Finance leases Finance leases7.10 %7.10 %


Three Months Ended 
March 31,
(in thousands)20232022
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 obligations2,439 231 
    Right-of-use assets obtained in exchange for new finance lease obligations— — 


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Three Months Ended 
March 31,
(in thousands)20222021
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities$6,058 $4,875 
    Right-of-use assets obtained in exchange for lease obligations231 5,980 


Future minimum lease payments under non-cancellable operating leases as of March 31, 20222023 were as follows:
(in thousands)(in thousands)Operating
Leases
(in thousands)Operating
Leases
Finance
Leases
Remainder of 2022$19,471 
202324,104 
Remainder of 2023Remainder of 2023$20,854 $426 
2024202421,175 202425,042 1,302 
2025202517,048 202520,366 1,776 
2026202615,063 202618,295 1,824 
2027202715,759 1,875 
ThereafterThereafter54,497 Thereafter45,369 92,050 
Total future minimum lease payments Total future minimum lease payments151,358  Total future minimum lease payments145,685 99,253 
Less: Imputed interestLess: Imputed interest(24,134)Less: Imputed interest(23,488)(70,256)
Total Total$127,224  Total$122,197 $28,997 


8.7. Goodwill and Other Intangible Assets
Goodwill consisted of the following:
(in thousands)Local MediaScripps NetworksOtherTotal
Gross balance as of December 31, 2021$1,122,408 $2,028,890 $— $3,151,298 
Accumulated impairment losses(216,914)(21,000)— (237,914)
Net balance as of December 31, 2021$905,494 $2,007,890 $— $2,913,384 
Gross balance as of March 31, 2022$1,122,408 $2,028,890 $7,082 $3,158,380 
Accumulated impairment losses(216,914)(21,000)— (237,914)
Net balance as of March 31, 2022$905,494 $2,007,890 $7,082 $2,920,466 
(in thousands)Local MediaScripps NetworksOtherTotal
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 

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Other intangible assets consisted of the following:
(in thousands)(in thousands)As of 
March 31, 
2022
As of 
December 31, 
2021
(in thousands)As of 
March 31, 
2023
As of 
December 31, 
2022
Amortizable intangible assets:Amortizable intangible assets:Amortizable intangible assets:
Carrying amount:Carrying amount:Carrying amount:
Television affiliation relationshipsTelevision affiliation relationships$1,060,244 $1,060,244 Television affiliation relationships$1,060,244 $1,060,244 
Customer lists and advertiser relationshipsCustomer lists and advertiser relationships220,997 217,400 Customer lists and advertiser relationships220,997 220,997 
OtherOther133,862 130,265 Other136,100 136,100 
Total carrying amountTotal carrying amount1,415,103 1,407,909 Total carrying amount1,417,341 1,417,341 
Accumulated amortization:Accumulated amortization:Accumulated amortization:
Television affiliation relationshipsTelevision affiliation relationships(181,539)(168,021)Television affiliation relationships(235,610)(222,092)
Customer lists and advertiser relationshipsCustomer lists and advertiser relationships(85,252)(77,711)Customer lists and advertiser relationships(112,983)(106,654)
OtherOther(36,198)(32,881)Other(50,800)(47,156)
Total accumulated amortizationTotal accumulated amortization(302,989)(278,613)Total accumulated amortization(399,393)(375,902)
Net amortizable intangible assetsNet amortizable intangible assets1,112,114 1,129,296 Net amortizable intangible assets1,017,948 1,041,439 
Indefinite-lived intangible assets — FCC licensesIndefinite-lived intangible assets — FCC licenses781,015 781,015 Indefinite-lived intangible assets — FCC licenses779,815 779,815 
Total other intangible assetsTotal other intangible assets$1,893,129 $1,910,311 Total other intangible assets$1,797,763 $1,821,254 

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Estimated amortization expense of intangible assets for each of the next five years is $71.9$70.6 million for the remainder of 2022,2023, $92.7 million in 2023, $91.4 million in 2024, $88.4$89.6 million in 2025, $85.5$86.1 million in 2026, $83.9$83.2 million in 2027, $62.0 million in 2028 and $598.3$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.
9.
8. Long-Term Debt
Long-term debt consisted of the following:
(in thousands)(in thousands)As of 
March 31, 
2022
As of 
December 31, 
2021
(in thousands)As of 
March 31, 
2023
As of 
December 31, 
2022
Revolving credit facilityRevolving credit facility$75,000 $— Revolving credit facility$20,000 $— 
Senior secured notes, due in 2029Senior secured notes, due in 2029523,356 550,000 Senior secured notes, due in 2029523,356 523,356 
Senior unsecured notes, due in 2027Senior unsecured notes, due in 2027442,473 484,655 Senior unsecured notes, due in 2027425,667 425,667 
Senior unsecured notes, due in 2031Senior unsecured notes, due in 2031423,463 477,958 Senior unsecured notes, due in 2031392,071 392,071 
Term loan, due in 2024Term loan, due in 2024286,500 287,250 Term loan, due in 2024283,500 284,250 
Term loan, due in 2026Term loan, due in 2026742,146 744,049 Term loan, due in 2026734,534 736,437 
Term loan, due in 2028Term loan, due in 2028665,000 667,000 Term loan, due in 2028557,000 559,000 
Total outstanding principal Total outstanding principal3,157,938 3,210,912  Total outstanding principal2,936,128 2,920,781 
Less: Debt issuance costs and issuance discountsLess: Debt issuance costs and issuance discounts(57,813)(62,907)Less: Debt issuance costs and issuance discounts(45,961)(48,376)
Less: Current portionLess: Current portion(18,612)(18,612)Less: Current portion(18,612)(18,612)
Net carrying value of long-term debt Net carrying value of long-term debt$3,081,513 $3,129,393  Net carrying value of long-term debt$2,871,555 $2,853,793 
Fair value of long-term debt *Fair value of long-term debt *$3,095,414 $3,249,278 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, the capacity of our we have a $400 million revolving credit facility ("Revolving Credit Facility was increased from $210 million to $400 million. Additionally, the Sixth Amendment extended the facility's maturity date toFacility") 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 LIBOR,SOFR, plus a margin based on our leverage ratio, ranging from 1.75% to 2.50%. As of March 31, 2022,2023, we had $75$20 million outstanding under the Revolving Credit Facility with an interest rate of 2.94%9.50%. The weighted-average interest rate over the period during which we had a drawn revolver balance in 20222023 was 2.87%7.32%. As of March 31, 20222023 and December 31, 2021,2022, we had outstanding letters of credit totaling $7.1$6.4 million and $6.9$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 LIBOR,SOFR, plus a fixed margin of 2.00%. Interest will reduce to a rate of LIBORSOFR 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, 20222023 and December 31, 2021,2022, the interest rate on the 2024 term loan was 2.46%6.92% and 2.10%6.38%, respectively. The weighted-average interest rate was 2.15%6.53% and 2.13%2.15% for the three months ended March 31, 20222023 and 2021,2022, 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 LIBOR,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, 20222023 and December 31, 2021,2022, the interest rate on the 2026 term loan was 3.31%.7.48% and 6.95%, respectively. The weighted-average interest rate on the 2026 term loan was 3.31%7.10% and 3.26%3.31% for the three months ended March 31, 20222023 and 2021,2022, respectively.

Under the Sixth Amendment, we also issued an $800 million term loan B ("2028 term loan") that contributed to the financing of the ION acquisition.. The term loan matures in 2028 with interest payable at rates based on LIBOR,SOFR, plus a fixed margin of 3.00%2.75%. Additionally, the Sixth Amendment provided that the LIBORSOFR 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, 20222023 and December 31, 2021,2022, the interest rate on the 2028 term loan was 3.75%.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, and 2021.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 4.754.50 to 1.0 when we have outstanding borrowings on the facility. As of March 31, 2022,2023, 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 proceeds of the 2029 Senior Notes were deposited into a segregated escrow account. The escrow account was subsequently released on January 7, 2021 and used toward the financing of the ION acquisition (See Note 3). The 2029 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15, commencing on July 15, 2021.15. 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. Following the release of the proceeds from escrow on January 7, 2021, theThe notes becameare 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. Prior to July 15, 2022, weWe may redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes at a redemption price of 105.875% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the notes before July 15, 2022 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after July 15, 2022 and before July 15, 2025, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes. The 2027 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. There are no registration rights associated with the 2027 Senior Notes.

We incurred approximately $10.7 million of deferred financing costs in connection with the issuance of the 2027 Senior Notes, which are being amortized over the life of the notes.

2031 Senior Unsecured Notes

On December 30, 2020, we issued $500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375% per annum and mature on January 15, 2031. The proceeds of the 2031 Senior Notes were deposited into a segregated escrow account. The escrow account was subsequently released on January 7, 2021 and used toward the financing of the ION acquisition (See Note 3). The 2031 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15, commencing on July 15, 2021.15. 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 May 2021,February 2023, our Board of Directors provided additionala new debt repurchase program authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization currently permits an aggregate principal amount reduction of up to $439.3$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.

On May 15, 2021, we redeemed the $400 million outstanding principal amount of our senior unsecured notes that were due to mature in 2025. The redemption price was equal to 102.563% of the aggregate principal amount plus accrued and unpaid interest. The notes were redeemed with cash on hand.

During the fourth quarter of 2021,2022, we redeemed $15.4$16.8 million of our 2027 Senior Notes and $22.0$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 2021,2022, we made additional principal payments on the 2028 term loan totaling $125 million.$100 million and wrote-off $1.1 million of deferred financing costs related to this term loan to interest expense.

10.9. Other Liabilities
Other liabilities consisted of the following:
(in thousands)(in thousands)As of 
March 31, 
2022
As of 
December 31, 
2021
(in thousands)As of 
March 31, 
2023
As of 
December 31, 
2022
Employee compensation and benefitsEmployee compensation and benefits$29,159 $29,175 Employee compensation and benefits$27,873 $25,916 
Deferred FCC repack incomeDeferred FCC repack income47,863 47,977 Deferred FCC repack income44,960 46,205 
Programming liabilityProgramming liability319,752 352,686 Programming liability275,121 263,093 
Liability for pension benefitsLiability for pension benefits100,244 102,831 Liability for pension benefits77,745 78,279 
Liabilities for uncertain tax positionsLiabilities for uncertain tax positions12,363 12,280 Liabilities for uncertain tax positions14,286 14,144 
Finance leasesFinance leases28,997 28,063 
OtherOther30,487 30,989 Other26,626 28,359 
Other liabilities (less current portion)Other liabilities (less current portion)$539,868 $575,938 Other liabilities (less current portion)$495,608 $484,059 

11.10. Supplemental Cash Flow Information
The following table presents additional information about the change in certain working capital accounts:
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)20222021(in thousands)20232022
Accounts receivableAccounts receivable$9,361 $43,559 Accounts receivable$28,782 $9,361 
Other current assetsOther current assets2,585 1,851 Other current assets(15,453)2,585 
Accounts payableAccounts payable7,555 6,342 Accounts payable(4,100)7,555 
Accrued employee compensation and benefitsAccrued employee compensation and benefits(24,552)(19,387)Accrued employee compensation and benefits(3,325)(24,552)
Accrued interestAccrued interest(19,922)7,687 Accrued interest(16,936)(19,922)
Other accrued liabilitiesOther accrued liabilities(6,608)(16,151)Other accrued liabilities(12,216)(6,608)
Unearned revenueUnearned revenue(1,917)(5,672)Unearned revenue504 (1,917)
Other, netOther, net(263)22,816 Other, net(3,969)(263)
TotalTotal$(33,761)$41,045 Total$(26,713)$(33,761)

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12.11. 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.
F-13



The components of the employee benefit plan expense consisted of the following:
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)20222021(in thousands)20232022
Interest costInterest cost$4,333 $4,103 Interest cost$5,935 $4,333 
Expected return on plan assets, net of expensesExpected return on plan assets, net of expenses(6,224)(5,820)Expected return on plan assets, net of expenses(6,306)(6,224)
Amortization of actuarial loss and prior service costAmortization of actuarial loss and prior service cost1,014 1,487 Amortization of actuarial loss and prior service cost1,014 
Total for defined benefit pension planTotal for defined benefit pension plan(877)(230)Total for defined benefit pension plan(366)(877)
SERPsSERPs214 223 SERPs232 214 
Defined contribution planDefined contribution plan4,453 3,978 Defined contribution plan4,429 4,453 
Net periodic benefit costNet periodic benefit cost$3,790 $3,971 Net periodic benefit cost$4,295 $3,790 

We contributed $0.3$0.2 million to fund current benefit payments for our SERPs.SERPs during the three months ended March 31, 2023. During the remainder of 2022,2023, we anticipate contributing an additional $1.6$1.2 million to fund the SERPs' benefit payments. We have met our 2022regulatory funding requirements under the provisions of the Pension Funding Equity Act of 2004for our qualified benefit pension plan and the Pension Protection Act of 2006.do not have a mandatory contribution in 2023.

13.12. 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, 9nine CBS affiliates and 4four FOX affiliates. We also have 12 CW affiliates - 4four on full power stations and 8eight on multicast; 5five 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 is comprised of 9includes national television networks thatnews 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, procurement, 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
F-16


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.

F-14


Information regarding our business segments is as follows:
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)20222021(in thousands)20232022
Segment operating revenues:Segment operating revenues:Segment operating revenues:
Local MediaLocal Media$326,661 $312,581 Local Media$311,923 $326,661 
Scripps NetworksScripps Networks239,068 213,660 Scripps Networks216,473 239,068 
OtherOther4,151 18,121 Other3,756 4,151 
Intersegment eliminationsIntersegment eliminations(4,174)(3,441)Intersegment eliminations(4,374)(4,174)
Total operating revenuesTotal operating revenues$565,706 $540,921 Total operating revenues$527,778 $565,706 
Segment profit (loss):Segment profit (loss):Segment profit (loss):
Local MediaLocal Media$54,393 $55,937 Local Media$45,843 $54,393 
Scripps NetworksScripps Networks85,076 92,203 Scripps Networks51,526 85,076 
OtherOther(1,113)3,281 Other(1,532)(1,113)
Shared services and corporateShared services and corporate(23,211)(18,921)Shared services and corporate(23,405)(23,211)
Acquisition and related integration costsAcquisition and related integration costs(1,642)(28,645)Acquisition and related integration costs— (1,642)
Restructuring costsRestructuring costs— (7,050)Restructuring costs(16,511)— 
Depreciation and amortization of intangible assetsDepreciation and amortization of intangible assets(39,745)(39,507)Depreciation and amortization of intangible assets(38,543)(39,745)
Gains (losses), net on disposal of property and equipmentGains (losses), net on disposal of property and equipment(2,481)(80)Gains (losses), net on disposal of property and equipment(896)(2,481)
Interest expenseInterest expense(36,499)(43,882)Interest expense(48,838)(36,499)
Gain on extinguishment of debtGain on extinguishment of debt1,234 — Gain on extinguishment of debt— 1,234 
Defined benefit pension plan incomeDefined benefit pension plan income663 Defined benefit pension plan income134 663 
Gain on sale of Triton business— 81,784 
Losses on stock warrant— (67,244)
Miscellaneous, netMiscellaneous, net(407)(4,851)Miscellaneous, net(503)(407)
Income from continuing operations before income taxes$36,268 $23,032 
Income (loss) from operations before income taxesIncome (loss) from operations before income taxes$(32,725)$36,268 
Depreciation:Depreciation:Depreciation:
Local MediaLocal Media$10,142 $9,685 Local Media$9,853 $10,142 
Scripps NetworksScripps Networks4,785 3,835 Scripps Networks4,736 4,785 
OtherOther44 249 Other45 44 
Shared services and corporateShared services and corporate399 356 Shared services and corporate419 399 
Total depreciationTotal depreciation$15,370 $14,125 Total depreciation$15,053 $15,370 
Amortization of intangible assets:Amortization of intangible assets:Amortization of intangible assets:
Local MediaLocal Media$8,980 $9,597 Local Media$8,980 $8,980 
Scripps NetworksScripps Networks14,209 13,117 Scripps Networks13,009 14,209 
OtherOther481 2,147 Other449 481 
Shared services and corporateShared services and corporate705 521 Shared services and corporate1,052 705 
Total amortization of intangible assetsTotal amortization of intangible assets$24,375 $25,382 Total amortization of intangible assets$23,490 $24,375 
Additions to property and equipment:Additions to property and equipment:Additions to property and equipment:
Local MediaLocal Media$9,313 $5,454 Local Media$7,267 $9,313 
Scripps NetworksScripps Networks3,209 1,489 Scripps Networks194 3,209 
OtherOther430 Other— 
Shared services and corporateShared services and corporate56 19 Shared services and corporate835 56 
Total additions to property and equipmentTotal additions to property and equipment$12,587 $7,392 Total additions to property and equipment$8,296 $12,587 

F-17F-15


A disaggregation of the principal activities from which we generate revenue is as follows:
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)20222021(in thousands)20232022
Operating revenues:Operating revenues:Operating revenues:
Core advertisingCore advertising$392,535 $361,303 Core advertising$348,574 $392,535 
PoliticalPolitical5,946 1,311 Political3,525 5,946 
Retransmission and carriage fees155,820 156,497 
DistributionDistribution166,559 157,600 
OtherOther11,405 21,810 Other9,120 9,625 
Total operating revenuesTotal operating revenues$565,706 $540,921 Total operating revenues$527,778 $565,706 

14.13. Capital Stock
Capital Stock — We have 2two 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 3three or one-third of the directors and other matters as required by Ohio law.
In connection with theOn January 7, 2021, closingwe issued 6,000 shares of the ION acquisition, we entered into a Securities Purchase Agreement with Berkshire Hathaway Inc., ("Berkshire Hathaway"), pursuant to which Berkshire Hathaway provided $600 million of financing in exchange for 6,000 Seriesseries A Preferred Shares of the Company. The Preferred Shares,preferred stock, having a face value of $100,000 per share,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)preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). As long as the Company pays quarterly dividends in cash on the Preferred Shares,preferred stock shares, the dividend rate will be 8% per annum. If dividends on the Preferred Shares,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 Sharespreferred stock shares are outstanding. Preferred stock dividends were $12.0 million and $9.1 million induring the first quarterthree months of 20222023 and 2021, respectively.2022. Under the terms of the Preferred Shares,preferred stock shares, we are prohibited from paying dividends on and repurchasing our common shares until all Preferred Sharespreferred stock shares are redeemed.
Class A Common Shares Stock Warrant — In connection with the Preferred Shares 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 Sharespreferred stock shares remain outstanding. Since the holder had the option to settle the warrant through cash payment of the exercise price and/or through surrendering portions of their Preferred Shares for the stated par value, a liability was recognized for the fair value of the warrant. The valuation model, classified within Level 3 of the fair value hierarchy, included inputs for the estimated term of the warrant, the historical volatility rate of Scripps common stock and the exercise price for the warrant. At time of issuance, the fair value of the warrant totaled $181 million and was being remeasured each reporting period with the changes in fair value of the warrant captured in the gains/losses on stock warrants caption in the Condensed Consolidated Statements of Operations.

On May 14, 2021, the warrant agreement was amended to only permit settlement of the warrant through cash payment of the exercise price. Following the warrant amendment, the warrant is no longer accounted for as a liability award where mark-to-market changes in the fair value of the warrant are captured as gains or losses in our operating results. The fair value of the warrant was remeasured on May 14, 2021 at $280 million. The increase in our stock price during 2021 was the primary contributor to the increase in the fair value of the warrant. The value of the liability on the amendment date was reclassified to equity within the caption Additional Paid-in Capital.

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15.14. 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, 2022Three Months Ended March 31, 2023
(in thousands)(in thousands)Defined Benefit Pension ItemsOtherTotal(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, December 31, 2021$(73,713)$(196)$(73,909)
Beginning balance, December 31, 2022Beginning balance, December 31, 2022$(77,327)$(144)$(77,471)
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications— — — Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $257(a)
827 830 
Amounts reclassified from AOCI, net of tax of $8(a)
Amounts reclassified from AOCI, net of tax of $8(a)
25 — 25 
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss)827 830 Net current-period other comprehensive income (loss)25 — 25 
Ending balance, March 31, 2022$(72,886)$(193)$(73,079)
Ending balance, March 31, 2023Ending balance, March 31, 2023$(77,302)$(144)$(77,446)

Three Months Ended March 31, 2021Three Months Ended March 31, 2022
(in thousands)(in thousands)Defined Benefit Pension ItemsOtherTotal(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, December 31, 2020$(99,789)$(330)$(100,119)
Beginning balance, December 31, 2021Beginning balance, December 31, 2021$(73,713)$(196)$(73,909)
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications— — — Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $374(a)
1,187 18 1,205 
Amounts reclassified from AOCI, net of tax of $257(a)
Amounts reclassified from AOCI, net of tax of $257(a)
827 830 
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss)1,187 18 1,205 Net current-period other comprehensive income (loss)827 830 
Ending balance, March 31, 2021$(98,602)$(312)$(98,914)
Ending balance, March 31, 2022Ending 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

16. Assets Held for Sale and Discontinued Operations

Stitcher

On October 16, 2020, we closed on the sale of our Stitcher podcasting business. Stitcher is classified as discontinued operations in our condensed consolidated financial statements for the three months ended March 31, 2021.

Operating results of our discontinued Stitcher operations were as follows:

Three Months Ended 
March 31,
(in thousands)2021
Operating revenues$— 
Total costs and expenses— 
Depreciation and amortization of intangible assets— 
Other, net2,686 
Income from discontinued operations before income taxes2,686 
Provision for income taxes622 
Income from discontinued operations, net of tax$2,064 

During the first quarter of 2021, the estimate for the contingent earnout consideration was increased by $2.7 million. The fair value estimate for the contingent earnout consideration was $12.7 million as of March 31, 2021.
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Triton Digital

During the first quarter of 2021, our Board of Directors approved the sale of our Triton Digital business. On February 16, 2021, we signed a definitive agreement to sell the business and the transaction closed on March 31, 2021. The sale generated total net proceeds of $225 million and we recognized a pre-tax gain from disposition totaling $81.8 million.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of financial condition and results of operations is based upon the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements. You should read this discussion in conjunction with those financial statements.

Forward-Looking Statements

This document contains certain forward-looking statements related to the Company's businesses that are based on management’s current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties, including changes in advertising demand and other economic conditions that could cause actual results to differ materially from the expectations expressed in forward-looking statements. Such forward-looking statements are made as of the date of this document and should be evaluated with the understanding of their inherent uncertainty. A detailed discussion of principal risks and uncertainties that may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors.” Such Risk Factors include the potential materially adverse impact of the COVID-19 pandemic on the Company’s financial results or condition as a result of financial market volatility, government and regulatory actions, and disruptions to the Company’s businesses. The Company undertakes no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made.

Executive Overview

The E.W. Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of 61 local television stations in 41 markets and nine national news and entertainment networks. Our local stations have programming agreements with ABC, NBC, CBS, FOX and the CW. Our nineThe Scripps Networks reach nearly every American through national news outlets Court TV and Scripps News and popular entertainment brands ION, Bounce, Court TV, Defy TV, Grit, ION Mystery Laff,and Laff. Effective the beginning of 2023, we merged our nationally focused news and resources into a Scripps News division. Scripps News combines the development and distribution of Newsy programming content, the Local Media national desk and TrueReal – each reaches well over 90% of U.S. television households over the air.We also operate anour award-winning investigative reporting newsroom in Washington, D.C., into one coordinated organization. The combined operation will more efficiently serve national audiences and our local television stations. We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we provide consumers DVR product solutions to watch and record free over-the-air HDTV on connected devices through our Nuvyyo business.

Scripps is a leader in free, ad-supported television. All of our local stations and national networks reach consumers over the air, and manyall of our television brands can also be found on free streaming platforms. During 2022, we plan to continueWe have continued to expand in the fast-growing connected television marketplace as well as continuingcontinued to leverage our leadership position in the growing over-the-air marketplace. Currently, one in four broadbandthree non pay-TV homes is watching television over the air alongside their subscription services, and industry data shows the use of free television over antenna is expected to surpass 50 million households in 2025. Scripps is launching a major national consumer marketing campaigncontinues efforts to broaden antenna use even more, as well asand is working with key partners in retail, manufacturing and antenna installation, to help television owners understand the quality and quantity of programming available over the air and the ease of antenna use.

In December of 2022, we launched Scripps Sports to further leverage our local market depth and national broadcast reach for partnerships with sports leagues, conferences and teams. In addition to the market depth of our 61 local television stations, ION boasts the fifth-largest national broadcast viewership and its network of owned and operated and affiliate stations reaches 100% of U.S. television households through broadcast, cable/satellite and connected TV platforms, providing it the opportunity to run localized, regionalized and national programming. Scripps Sports will be comprised of a limited number of personnel that will seek and negotiate sports rights for the benefit of our Local Media and Scripps Networks businesses. The revenues earned and any sports rights fees or other direct expenses incurred will reside within those respective businesses.

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. Lisa Knutson was named chief operating officer, assuming responsibility for the Local Media and Scripps Networks operating divisions, and was tasked with leading the Company’s restructuring efforts. 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. We currently anticipate this effort will result in at least $40 million in annual savings, of which $20 million is expected to be achieved by the end of 2023.

On March 27, 2023, we shut down TrueReal, merging certain of its programming with that of Defy TV, and began leasing the additional spectrum it created on our owned and operated stations to Jewelry Television. In connection with the TrueReal
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restructuring, we relinquished rights to portions of their programming library. We incurred a $13.6 million restructuring charge in the first quarter of 2022, we incurred $1.2 million of costs2023 related to this $20 million advertising campaign.the write-down of these programming assets.

DuringOn April 20, 2023, we announced a multi-year agreement to televise regular season Friday night WNBA games on ION. The WNBA Friday Night Spotlight on ION will include games available nationally, as well as games made available on a regional basis.

On May 4, 2023, we announced a multi-year agreement with the first quarter of 2022, we redeemed $42.2 million ofVegas Golden Knights to televise the 2027 Senior Notes at a weighted-average redemption price equal to 100.61% ofNational Hockey League team's games in Las Vegas and surrounding markets. We will air the aggregate principal amount plus accruedgames on our local station KMCC, and unpaid interest, we redeemed $26.6 million of the 2029 Senior Notes at a weighted-average redemption price equal to 93.59% of the aggregate principal amount plus accruedits Las Vegas ABC affiliate KTNV will provide marketing and unpaid interest and we redeemed $54.5 million of the 2031 Senior Notes at a weighted-average redemption price equal to 95.64% of the aggregate principal amount plus accrued and unpaid interest. The notes were redeemed with cash on hand.promotion.

Preferred stock dividends paid in the first quarterthree months of 2023 and 2022 totaled $12.0 million. Under the terms of Berkshire Hathaway'sthe preferred equity investment in Scripps,stock shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

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Results of Operations
The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our business segments. Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our business segments that follows.
Consolidated Results of Operations
Consolidated results of operations were as follows:
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)2022Change2021(in thousands)2023Change2022
Operating revenuesOperating revenues$565,706 4.6 %$540,921 Operating revenues$527,778 (6.7)%$565,706 
Cost of revenues, excluding depreciation and amortizationCost of revenues, excluding depreciation and amortization(297,834)12.6 %(264,395)Cost of revenues, excluding depreciation and amortization(308,460)3.6 %(297,834)
Selling, general and administrative expenses, excluding depreciation and amortizationSelling, general and administrative expenses, excluding depreciation and amortization(152,727)6.0 %(144,026)Selling, general and administrative expenses, excluding depreciation and amortization(146,886)(3.8)%(152,727)
Acquisition and related integration costsAcquisition and related integration costs(1,642)(28,645)Acquisition and related integration costs— (1,642)
Restructuring costsRestructuring costs— (7,050)Restructuring costs(16,511)— 
Depreciation and amortization of intangible assetsDepreciation and amortization of intangible assets(39,745)(39,507)Depreciation and amortization of intangible assets(38,543)(39,745)
Gains (losses), net on disposal of property and equipmentGains (losses), net on disposal of property and equipment(2,481)(80)Gains (losses), net on disposal of property and equipment(896)(2,481)
Operating incomeOperating income71,277 57,218 Operating income16,482 71,277 
Interest expenseInterest expense(36,499)(43,882)Interest expense(48,838)(36,499)
Gain on extinguishment of debtGain on extinguishment of debt1,234 — Gain on extinguishment of debt— 1,234 
Defined benefit pension plan incomeDefined benefit pension plan income663 Defined benefit pension plan income134 663 
Gain on sale of Triton business— 81,784 
Losses on stock warrant— (67,244)
Miscellaneous, net(407)(4,851)
Income from continuing operations before income taxes36,268 23,032 
Provision for income taxes(13,903)(19,529)
Income from continuing operations, net of tax22,365 3,503 
Income from discontinued operations, net of tax— 2,064 
Net income$22,365 $5,567 
Miscellaneous, netMiscellaneous, net(503)(407)
Income (loss) from operations before income taxesIncome (loss) from operations before income taxes(32,725)36,268 
Benefit (provision) for income taxesBenefit (provision) for income taxes14,185 (13,903)
Net income (loss)Net income (loss)$(18,540)$22,365 

Operating revenues increased $24.8decreased $37.9 million or 4.6%6.7% for the first three months of 20222023 when compared to the prior year quarter. Revenues benefited from higher core, political and retransmission revenuesquarter, driven by a decrease in our Local Media groupcore advertising revenue and overall growth in our Scripps Networks operations.revenue reflecting the impact of macroeconomic conditions, as inflation and consumer uncertainty continue to contribute to softness in the advertising marketplace.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, increased $33.4$10.6 million or 13%3.6% for the first three months of 20222023 when compared to the prior year quarter. Programming costs, the primarya significant driver of fluctuations in cost of revenues, increased $27.9$4.7 million year-over-year, attributed to higher network affiliation fees at our Local Media stations and Scripps Networks, reflecting contractual rate increases. Additionally, syndicated programming expense increased at Scripps Networks attributed to the new networks launched in 2021 and continued investment in new series programming for the networks.Networks.

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions. Selling, general and administrative expenses increased $8.7decreased
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$5.8 million or 6.0%3.8% for the first three months of 20222023 when compared to the prior year quarter, primarily attributed to increases in employeequarter. The quarterly timing of stock compensation and higher costs tied to revenue growth at Scripps Networks, as well asaward grants under our long-term incentive plan was the returnprimary driver of marketing and advertising costs across our businesses.the year-over-year decrease.

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Acquisition and related integrationRestructuring costs of $1.6were $16.5 million incurred in the first three months of 2022 primarily reflect professional service2022. In connection with the TrueReal restructuring, 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 ION acquisition, which closed on January 7, 2021.

Duringongoing strategic reorganization of the first three months of 2021, in connection with the Newsy restructuring plan, we incurred charges totaling $7.1 million for the write-downs of both capitalized carriage agreement payments and certain Newsy intangible assets.Company.

Depreciation and amortization of intangible assets remained relatively flat at $39.5$38.5 million in 2021 and2023 compared to $39.7 million in 2022.

Interest expense decreased inincreased $12.3 million for the first three months of 20222023 when compared to the prior year quarter due to the additional term loan B payments and bond repurchases made during the second half of 2021 and first quarter of 2022.higher year-over-year interest rates on our variable debt borrowings.

During the first quarter of 2022, we redeemed $42.2 million of the 2027 Senior Notes, $26.6 million of the 2029 Senior Notes and $54.5 million of the 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.

In the first quarter of 2021, we recognized an $81.8 million pre-tax gain from the disposition of the Triton business. The transaction closed on March 31, 2021 for total net proceeds of $225 million.

The first quarter of 2021 included a $67.2 million non-cash charge related to our outstanding common stock warrant. The warrant obligation was being marked-to-market each reporting period with the increase in our common stock price being the significant contributor to a higher valuation. Following an amendment to the common stock warrant agreement on May 14, 2021, the fair value of the warrant was reclassified to equity and no longer marked-to-market each reporting period.

The effective income tax rate was 38%43% and 85%38% for the three months ended March 31, 20222023 and 2021,2022, 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 ($1.11.2 million expense in 2023 and $1.1 million benefit in 2022 and $1.3 million benefit in 2021)2022), state deferred rate changes ($4.7 million expense in 2022) and state NOL valuation allowance changes ($1.2 million benefit in 2021). Additionally, in the first quarter of 2021, the income tax provision was impacted by a net discrete tax provision charge of $17.1 million related to a taxable gain on the sale of the Triton business, a $1.0 million discrete tax provision charge related to nondeductible transaction costs for the ION acquisition and a non-deductible expense of $70.7 million related to issuance costs and unrealized losses on mark-to-market adjustments recorded on the common stock warrants issued in connection with the ION acquisition.changes.


F-23F-20


Business Segment Results — As discussed in the Notes to Condensed Consolidated Financial Statements, our chief operating decision maker evaluates the operating performance of 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.
Items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the business segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are, therefore, excluded from the measure. Generally, our corporate executives make financing, tax structure and divestiture decisions. Excluding these items from measurement of our business segment performance enables us to evaluate business segment operating performance based upon current economic conditions and decisions made by the managers of those business segments in the current period.
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, procurement, 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.

Information regarding the operating performance of our business segments and a reconciliation of such information to the condensed consolidated financial statements is as follows:
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)2022Change2021(in thousands)2023Change2022
Segment operating revenues:Segment operating revenues:Segment operating revenues:
Local MediaLocal Media$326,661 4.5 %$312,581 Local Media$311,923 (4.5)%$326,661 
Scripps NetworksScripps Networks239,068 11.9 %213,660 Scripps Networks216,473 (9.5)%239,068 
OtherOther4,151 (77.1)%18,121 Other3,756 (9.5)%4,151 
Intersegment eliminations Intersegment eliminations(4,174)21.3 %(3,441) Intersegment eliminations(4,374)4.8 %(4,174)
Total operating revenuesTotal operating revenues$565,706 4.6 %$540,921 Total operating revenues$527,778 (6.7)%$565,706 
Segment profit (loss):Segment profit (loss):  Segment profit (loss):  
Local MediaLocal Media$54,393 (2.8)%$55,937 Local Media$45,843 (15.7)%$54,393 
Scripps NetworksScripps Networks85,076 (7.7)%92,203 Scripps Networks51,526 (39.4)%85,076 
OtherOther(1,113)3,281 Other(1,532)37.6 %(1,113)
Shared services and corporateShared services and corporate(23,211)22.7 %(18,921)Shared services and corporate(23,405)0.8 %(23,211)
Acquisition and related integration costsAcquisition and related integration costs(1,642)(28,645)Acquisition and related integration costs— (1,642)
Restructuring costsRestructuring costs— (7,050)Restructuring costs(16,511)— 
Depreciation and amortization of intangible assetsDepreciation and amortization of intangible assets(39,745)(39,507)Depreciation and amortization of intangible assets(38,543)(39,745)
Gains (losses), net on disposal of property and equipmentGains (losses), net on disposal of property and equipment(2,481)(80)Gains (losses), net on disposal of property and equipment(896)(2,481)
Interest expenseInterest expense(36,499)(43,882)Interest expense(48,838)(36,499)
Gain on extinguishment of debtGain on extinguishment of debt1,234 — Gain on extinguishment of debt— 1,234 
Defined benefit pension plan incomeDefined benefit pension plan income663 Defined benefit pension plan income134 663 
Gain on sale of Triton business— 81,784 
Losses on stock warrant— (67,244)
Miscellaneous, netMiscellaneous, net(407)(4,851)Miscellaneous, net(503)(407)
Income from continuing operations before income taxes$36,268  $23,032 
Income (loss) from operations before income taxesIncome (loss) from operations before income taxes$(32,725) $36,268 


F-24F-21


Local Media — 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.
National television networks offer affiliates a variety of programming and sell the majority of advertising within those programs. In addition to network programs, we broadcast internally produced local and national programs, syndicated programs, sporting events and other programs of interest in each station's market. News is the primary focus of our locally produced programming.
The operating performance of our Local Media group is most affected by local and national economic conditions, particularly conditions within the automotive and services categories, and by the volume of advertising purchased by campaigns for elective office and political issues. The demand for political advertising is significantly higher in the third and fourth quarters of even-numbered years.
Operating results for our Local Media segment were as follows:
Three Months Ended 
March 31,
Three Months Ended 
March 31,
(in thousands)(in thousands)2022Change2021(in thousands)2023Change2022
Segment operating revenues:Segment operating revenues:   Segment operating revenues:   
Core advertisingCore advertising$157,337 3.4 %$152,138 Core advertising$141,313 (10.2)%$157,337 
PoliticalPolitical5,768 1,311 Political3,525 (38.9)%5,768 
Retransmission and carriage fees159,582 2.5 %155,659 
DistributionDistribution163,441 2.4 %159,582 
OtherOther3,974 14.4 %3,473 Other3,644 (8.3)%3,974 
Total operating revenuesTotal operating revenues326,661 4.5 %312,581 Total operating revenues311,923 (4.5)%326,661 
Segment costs and expenses:Segment costs and expenses:Segment costs and expenses:
Employee compensation and benefitsEmployee compensation and benefits104,716 (2.0)%106,828 Employee compensation and benefits105,714 1.0 %104,716 
ProgrammingProgramming118,603 7.5 %110,330 Programming118,052 (0.5)%118,603 
Other expensesOther expenses48,949 24.0 %39,486 Other expenses42,314 (13.6)%48,949 
Total costs and expensesTotal costs and expenses272,268 6.1 %256,644 Total costs and expenses266,080 (2.3)%272,268 
Segment profitSegment profit$54,393 (2.8)%$55,937 Segment profit$45,843 (15.7)%$54,393 

Revenues

Total Local Media revenues increased $14.1decreased $14.7 million or 4.5% for the first three months of 20222023 when compared to the prior year quarter. Year-over-year, coreCore advertising revenues increased $5.2decreased $16.0 million or 10% for the first three months of 2023 when compared to the prior year quarter, reflecting the impact of macroeconomic conditions. During this non-election year, political revenues increased $4.5decreased $2.2 million and retransmissionfor the first three months of 2023 when compared to the prior year quarter. These decreases were partially offset by an increase in distribution revenues increasedof $3.9 million.million for the first three months of 2023 when compared to the prior year quarter. While retransmissiondistribution revenues have been affected by subscriber losses from traditional MVPDs, particularly among cable and satellite providers, rate increases have more than offset those subscriber declines. At the end of the first quarter, we completed renewal negotiations on a distribution agreement covering 26% of our subscriber households. Approximately 50% of subscribers within our retransmission consent agreements remain subject to negotiation in 2023.

Costs and expenses

Employee compensation and benefits decreased $2.1increased $1.0 million or 2.0%1.0% for the first three months of 20222023 when compared to the prior year quarter.

Programming expense remained relatively flat, decreasing $0.6 million or 0.5% for the first three months of 2023 when compared to the prior year quarter.

Other expenses decreased $6.6 million or 14% for the first three months of 2023 when compared to the prior year quarter, due todriven by lower ratings costs following a decreasechange in employee benefits cost.

Programming expense increased $8.3 million or 7.5% for the first three months of 2022 when compared to the prior year quarter. Network affiliation fees have been increasing industry-wide due to higher rates on renewals, as well as contractual rate increases during the terms of the affiliation agreements.

Other expenses increased $9.5 million or 24.0% for the first three months of 2022 when compared to the prior year quarter. The increase in the period reflects increased business costs across various categories as we go back to work in the stations and resume more normal operating procedures.

service providers.
F-25F-22



Scripps Networks — Our Scripps Networks segment is comprised of nineincludes national television networks -news outlets Court TV and Scripps News (formerly Newsy), as well as popular entertainment brands ION, Bounce, Court TV, Defy TV, Grit, ION Mystery Laff, Newsy and TrueReal.Laff. The networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and digital distribution. Our Scripps Networks group earns revenue primarily through the sale of advertising. The advertising received by our national networks can be subject to seasonal and cyclical variations and is most impacted by national economic conditions.
Operating results for our Scripps Networks segment were as follows:
 Three Months Ended 
March 31,
(in thousands)2022Change2021
Total operating revenues$239,068 11.9 %$213,660 
Segment costs and expenses:
Employee compensation and benefits29,615 25.3 %23,637 
Programming81,999 33.1 %61,627 
Other expenses42,378 17.1 %36,193 
Total costs and expenses153,992 26.8 %121,457 
Segment profit$85,076 (7.7)%$92,203 

On January 7, 2021, we acquired the national broadcast network ION. The inclusion of operating results from this business for the periods subsequent to the acquisition impacts the comparability of our consolidated and segment operating results.
 Three Months Ended 
March 31,
(in thousands)2023Change2022
Total operating revenues$216,473 (9.5)%$239,068 
Segment costs and expenses:
Employee compensation and benefits30,173 1.9 %29,615 
Programming87,406 6.6 %81,999 
Other expenses47,368 11.8 %42,378 
Total costs and expenses164,947 7.1 %153,992 
Segment profit$51,526 (39.4)%$85,076 

Revenues

Scripps Networks revenues, which are primarily comprised of advertising revenues, increased $25.4decreased $22.6 million or 12%9.5% for the first three months of 20222023 when compared to the prior year quarter. The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered. More than half ofDuring 2023, our Scripps Networks brands have experienced softness within the first quarter 2022 revenue increase is attributednational advertising marketplace as macroeconomic challenges have continued to incremental revenues earned from the July 2021 launch of Defy TV and TrueReal networks and the acquisition of ION, which closed on January 7, 2021. The remaining increase inimpact advertiser budgets. Scripps Networks revenues reflects an increase in advertising spots sold duringfor the first quarter reflect the benefits of 2022 compared to 2021 and higher pricing in general market advertising, partiallyexpanded distribution of our networks on Connected TV platforms, offset by the impacts of lower linear television advertising spend that reflects the softness in the national advertising marketplace and a decline in linear television viewership that contributes to lower ratings in our key monetized demographics and a decline in direct response advertising rates.demographics.

Costs and expenses

Employee compensation and benefits increased $6.0$0.6 million or 25%1.9% for the first three months of 20222023 when compared to the prior year quarter reflecting additional hiring to support recent network launches.quarter.

Programming expense increased $20.4$5.4 million or 33%6.6% for the first three months of 20222023 when compared to the prior year quarter. The increase is driven by the launch of two new networks in July 2021, continued investment in new series programming for the networks and higher affiliate fees, reflecting both contractual rate increases and increased distribution across the Scripps Networks' businesses.

Other expenses increased $6.2$5.0 million or 17%12% for the first three months of 20222023 when compared to the prior year quarter. The increase includes higher national representation commission costs tied to revenue growth and higher rating services costs, reflecting the addition of new networks in 2021 as well as increases from thean annual contractual fees that are tied to our revenues.rate increase for all networks.

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Liquidity and Capital Resources

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facility. Our primary source of cash is generated from our ongoing operations. Cash from operations and can be affected by various risksrisk and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic.uncertainties. At the end of March 31, 2022,2023, we had approximately $35.0$16.5 million of cash on hand and $318$374 million of additional borrowing capacity under our revolving credit facility. Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

Cash Flows

Three Months Ended 
March 31,
Three Months Ended March 31,
(in thousands)(in thousands)20222021(in thousands)20232022
Net cash provided by operating activitiesNet cash provided by operating activities$37,379 $50,094 Net cash provided by operating activities$15,227 $37,379 
Net cash used in investing activitiesNet cash used in investing activities(32,854)(2,455,283)Net cash used in investing activities(7,921)(32,854)
Net cash provided by (used in) financing activities(69,979)1,317,373 
Effect of foreign exchange rates on cash, cash equivalents and restricted cash— (20)
Net cash used in financing activitiesNet cash used in financing activities(8,857)(69,979)
Decrease in cash, cash equivalents and restricted cashDecrease in cash, cash equivalents and restricted cash$(65,454)$(1,087,836)Decrease in cash, cash equivalents and restricted cash$(1,551)$(65,454)

Cash flows from operating activities

Cash provided by operating activities decreased $12.7$22.2 million in 20222023 compared to 2021. The decrease reflects2022 driven by a $17.4$42.7 million year-over-year decrease in segment profit and a $23.3$9.3 million increase in interest paid. In January 2022, all three of our senior notes had interest payments due versus only one having a payment due in January 2021. These were partially offset by a $27.0$7.0 million decreaseincrease in acquisition and integration costs and year-over-yearcash provided by changes in certain working capital accounts, a cash outlay decrease of $23.1$7.0 million for programming investments in excess of programming amortization.amortization and an increase of $7.2 million in income taxes refunded.

Cash flows from investing activities

Cash used in investing activities was $7.9 million in 2023 compared to $32.9 million in 20222022. Capital expenditures were $7.8 million in 2023 compared to $2.5 billion$12.7 million in 2021.2022. Investing activities in 2022 reflect the $13.8 million acquisition of Nuvyyo. Investing activities in 2021 reflect the $2.7 billion acquisition of ION and $225 million of net proceeds from the sale of our Triton business. Capital expenditures were $12.7 million in 2022 and $4.1 million in 2021.

Cash flows from financing activities

Cash used in financing activities was $8.9 million in 2023 compared to $70.0 million in 2022 compared to cash provided by financing activities2022. During the first quarter of $1.3 billion2023, we had net debt proceeds of $20 million, reflecting borrowings on our Revolving Credit Facility. Preferred stock dividends were $12.0 million in 2021. On January 7, 2021 we issued an $800 million term loan Bboth the first quarter of 2023 and $600 million of preferred equity shares to Berkshire Hathaway in connection with the closing of the ION acquisition.2022. 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. WeDuring the first quarter of 2022, we also had net debt proceeds of $75 million, reflecting borrowings on our Revolving Credit Facility, during the first quarter of 2022. Preferred stock dividends were $12.0 million and $9.1 million in the first quarter of 2022 and 2021, respectively.Facility.

Debt

On January 7, 2021, we entered into the Sixth Amendment to the Third Amended Restated Credit Agreement ("Sixth Amendment"). TheUnder the Sixth Amendment, increased the capacity of thewe have a $400 million Revolving Credit Facility to $400 million and extended the facility's maturity date tothat 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. In connection with our credit agreement, we also have $1.7$1.6 billion of outstanding balance on our term loans. The annual required principal payments on these term loans total $18.6 million and the earliest maturity date for any of the loans is October of 2024.

As of March 31, 2022,2023, we also have $1.4$1.3 billion of senior notes outstanding. Senior secured notes totaling $523 million bear interest at a rate of 3.875% per annum and mature on January 15, 2029. Senior unsecured notes have a total outstanding principal balance of $866$818 million. The senior notes that mature on July 15, 2027 bear interest at 5.875% per annum and the senior notes that mature on January 15, 2031 bear interest at a rate of 5.375% per annum. Additionally, as of March 31, 2022,
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we had $75 million outstanding under the Revolving Credit Facility with an interest rate of 2.94%.
Debt Covenants

Our term loans and our unsecured notes do not have maintenance covenants. The earliest maturity of our term loans and unsecured notes is the fourth quarter of 2024. Our revolving credit facility permits maximum leverage of 4.754.5 times the two-year average earnings before interest, taxes, depreciation and amortization (EBITDA) as defined by our credit agreement, through second quarter of 2022, at which point it steps down to 4.5 times.agreement. Based upon our current outlook, we expect to be in compliance with that covenant.

Debt Repurchase Program

In May 2021,February 2023, our Board of Directors provided additional debta new repurchase program authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization currently permits an aggregate principal amount reduction of up to $439.3$500 million and expires on March 1, 2026. Our previous debt repurchase authorization expired on March 1, 2023.

Equity

With the closingOn January 7, 2021 we issued 6,000 shares of the ION acquisition, we entered into a Securities Purchase Agreement with Berkshire Hathaway Inc., ("Berkshire Hathaway"), pursuant to which Berkshire Hathaway provided $600 million of financing in exchange for 6,000 Seriesseries A Preferred Shares of the Company. The Preferred Shares,preferred stock, having a face value of $100,000 per share,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)preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). Preferred stock dividends effective through March 15, 2022, were paid in the first quarter totalingthree months of 2023 and 2022 totaled $12.0 million. In connection with the issuance of the preferred stock shares, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.

Under the terms of the Preferred Shares,preferred stock shares, we are prohibited from paying dividends on and repurchasing our common shares until all Preferred Sharespreferred stock shares are redeemed.

Other
During the remainder of 2022,2023, we anticipate contributing an additional $1.6$1.2 million to fund the SERPs' benefit payments. We have met our 2022regulatory funding requirements under the provisions of the Pension Funding Equity Act of 2004for our qualified benefit pension plan and the Pension Protection Act of 2006.do not have a mandatory contribution in 2023.

Off-Balance Sheet Arrangements and Contractual Obligations
Off-Balance Sheet Arrangements
There have been no material changes to the off-balance sheet arrangements disclosed in our 20212022 Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions that affect reported amounts and related disclosures, including the selection of appropriate accounting principles 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. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.

Note 1 to the Consolidated Financial Statements included in our 20212022 Annual Report on Form 10-K describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used or changes in estimates that are likely to occur could materially change the financial statements. We believe the accounting for
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acquisitions, goodwill and indefinite-lived intangible assets and pension plans to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 20212022 Annual Report on Form 10-K.
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Recent Accounting Guidance
    Refer to Note 2. Recently Adopted and Issued Accounting Standards of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.







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Quantitative and Qualitative Disclosures About Market Risk
Earnings and cash flow can be affected by, among other things, economic conditions and interest rate changes. We are also exposed to changes in the market value of our investments.
Our objectives in managing interest rate risk are to limit the impact of interest rate changes on our earnings and cash flows and to reduce overall borrowing costs. We may use derivative financial instruments to modify exposure to risks from fluctuations in interest rates. In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure, and we do not hold or enter into financial instruments for speculative trading purposes.
We are subject to interest rate risk associated with our credit agreement, as borrowings bear interest at LIBORSOFR plus respective fixed margin spreads or spreads determined relative to our Company’s leverage ratio. Accordingly, the interest we pay on our borrowings is dependent on interest rate conditions and the timing of our financing needs. With consideration for the LIBOR floor that is present in our term loans due in 2026 and 2028, aA 100 basis point increase in LIBORSOFR would increase annual interest expense on our variable rate borrowings by approximately $12.8$15.8 million.
The following table presents additional information about market-risk-sensitive financial instruments:
As of March 31, 2022As of December 31, 2021 As of March 31, 2023As of December 31, 2022
(in thousands)(in thousands)Cost
Basis
Fair
Value
Cost
Basis
Fair
Value
(in thousands)Cost
Basis
Fair
Value
Cost
Basis
Fair
Value
Financial instruments subject to interest rate risk:Financial instruments subject to interest rate risk:    Financial instruments subject to interest rate risk:    
Revolving credit facilityRevolving credit facility$75,000 $75,000 $— $— Revolving credit facility$20,000 $20,000 $— $— 
Senior secured notes, due in 2029Senior secured notes, due in 2029523,356 488,029 550,000 553,377 Senior secured notes, due in 2029523,356 411,489 523,356 426,535 
Senior unsecured notes, due in 2027Senior unsecured notes, due in 2027442,473 444,132 484,655 508,282 Senior unsecured notes, due in 2027425,667 315,526 425,667 384,697 
Senior unsecured notes, due in 2031Senior unsecured notes, due in 2031423,463 407,054 477,958 488,712 Senior unsecured notes, due in 2031392,071 270,529 392,071 316,107 
Term loan, due in 2024Term loan, due in 2024286,500 283,456 287,250 286,999 Term loan, due in 2024283,500 283,145 284,250 279,631 
Term loan, due in 2026Term loan, due in 2026742,146 735,652 744,049 744,168 Term loan, due in 2026734,534 717,089 736,437 725,850 
Term loan, due in 2028Term loan, due in 2028665,000 662,091 667,000 667,740 Term loan, due in 2028557,000 531,935 559,000 545,025 
Long-term debt, including current portionLong-term debt, including current portion$3,157,938 $3,095,414 $3,210,912 $3,249,278 Long-term debt, including current portion$2,936,128 $2,549,713 $2,920,781 $2,677,845 
Financial instruments subject to market value risk:Financial instruments subject to market value risk:    Financial instruments subject to market value risk:    
Investments held at costInvestments held at cost$20,466 (a)$15,431 (a)Investments held at cost$20,958 (a)$20,890 (a)
(a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values. We estimate the fair value of these securities approximates their carrying value.(a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values. We estimate the fair value of these securities approximates their carrying value.(a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values. We estimate the fair value of these securities approximates their carrying value.


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Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Scripps management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that:
1.pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
2.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and
3.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error, collusion and the improper overriding of controls by management. Accordingly, even effective internal control can only provide reasonable but not absolute assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the financial statements. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective.
There were no changes to the Company's internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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