Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-6961 | |
Entity Registrant Name | TEGNA INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-0442930 | |
Entity Address, Address Line One | 8350 Broad Street, Suite 2000, | |
Entity Address, City or Town | Tysons, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22102-5151 | |
City Area Code | (703) | |
Local Phone Number | 873-6600 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TGNA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 222,851,730 | |
Entity Central Index Key | 0000039899 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 43,316 | $ 56,989 |
Accounts receivable, net of allowances of $4,810 and $4,371, respectively | 641,960 | 642,280 |
Other receivables | 13,508 | 15,496 |
Syndicated programming rights | 39,378 | 53,100 |
Prepaid expenses and other current assets | 30,589 | 19,724 |
Total current assets | 768,751 | 787,589 |
Property and equipment | ||
Cost | 1,058,682 | 1,053,851 |
Less accumulated depreciation | (601,343) | (586,656) |
Net property and equipment | 457,339 | 467,195 |
Intangible and other assets | ||
Goodwill | 2,981,587 | 2,981,587 |
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $313,593 and $298,593, respectively | 2,426,488 | 2,441,488 |
Right-of-use assets for operating leases | 84,500 | 87,279 |
Investments and other assets | 135,080 | 152,508 |
Total intangible and other assets | 5,627,655 | 5,662,862 |
Total assets | 6,853,745 | 6,917,646 |
Current liabilities | ||
Accounts payable | 86,984 | 72,996 |
Accrued liabilities | ||
Compensation | 38,492 | 55,179 |
Interest | 12,795 | 45,905 |
Contracts payable for programming rights | 104,981 | 98,534 |
Other | 89,367 | 91,098 |
Income taxes payable | 47,176 | 11,420 |
Total current liabilities | 379,795 | 375,132 |
Noncurrent liabilities | ||
Deferred income tax liability | 550,998 | 548,374 |
Long-term debt | 3,066,783 | 3,231,970 |
Pension liabilities | 56,428 | 58,063 |
Operating lease liabilities | 85,926 | 88,970 |
Other noncurrent liabilities | 78,536 | 79,102 |
Total noncurrent liabilities | 3,838,671 | 4,006,479 |
Total liabilities | 4,218,466 | 4,381,611 |
Commitments and contingent liabilities (see Note 9) | ||
Redeemable noncontrolling interest (see Note 1) | 16,430 | 16,129 |
Shareholders’ equity | ||
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued | 324,419 | 324,419 |
Additional paid-in capital | 27,941 | 27,941 |
Retained earnings | 7,479,795 | 7,459,380 |
Accumulated other comprehensive loss | (111,834) | (97,216) |
Less treasury stock at cost, 101,681,915 shares and 103,012,455 shares, respectively | (5,101,472) | (5,194,618) |
Total equity | 2,618,849 | 2,519,906 |
Total liabilities, redeemable noncontrolling interest and equity | $ 6,853,745 | $ 6,917,646 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 4,810 | $ 4,371 |
Accumulated amortization | $ 313,593 | $ 298,593 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, authorized shares (in shares) | 800,000,000 | 800,000,000 |
Common stock, issued shares (in shares) | 324,418,632 | 324,418,632 |
Treasury stock, shares (in shares) | 101,681,915 | 103,012,455 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenues | $ 774,123 | $ 727,051 | |
Operating expenses: | |||
Cost of revenues | [1] | 411,450 | 394,692 |
Business units - Selling, general and administrative expenses | 101,969 | 89,326 | |
Corporate - General and administrative expenses | 21,320 | 16,870 | |
Depreciation | 15,305 | 15,896 | |
Amortization of intangible assets | 15,000 | 15,760 | |
Spectrum repacking reimbursements and other, net | (58) | (1,423) | |
Total | 564,986 | 531,121 | |
Operating income | 209,137 | 195,930 | |
Non-operating (expense) income: | |||
Equity loss in unconsolidated investments, net | (3,811) | (1,329) | |
Interest expense | (43,620) | (46,485) | |
Other non-operating items, net | 17,319 | 330 | |
Total | (30,112) | (47,484) | |
Income before income taxes | 179,025 | 148,446 | |
Provision for income taxes | 44,738 | 35,614 | |
Net Income | 134,287 | 112,832 | |
Net income attributable to redeemable noncontrolling interest | (53) | (215) | |
Net income attributable to TEGNA Inc. | $ 134,234 | $ 112,617 | |
Earnings per share: | |||
Basic (in dollars per share) | $ 0.60 | $ 0.51 | |
Diluted (in dollars per share) | $ 0.60 | $ 0.51 | |
Weighted average number of common shares outstanding: | |||
Basic shares (in shares) | 222,712 | 220,602 | |
Diluted shares (in shares) | 223,240 | 221,198 | |
[1] | 1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 134,287 | $ 112,832 |
Other comprehensive income, before tax: | ||
Foreign currency translation adjustments | 142 | 496 |
Recognition of previously deferred post-retirement benefit plan costs | 975 | 1,225 |
Realized gain on available-for-sale investment during the period | (20,800) | 0 |
Other comprehensive (loss) income, before tax | (19,683) | 1,721 |
Income tax effect related to components of other comprehensive income | 5,065 | (443) |
Other comprehensive income, net of tax | (14,618) | 1,278 |
Comprehensive income | 119,669 | 114,110 |
Comprehensive income attributable to redeemable noncontrolling interest | (53) | (215) |
Total comprehensive income | $ 119,616 | $ 113,895 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net Income | $ 134,287 | $ 112,832 |
Adjustments to reconcile net income to net cash flow from operating activities: | ||
Depreciation and amortization | 30,305 | 31,656 |
Stock-based compensation | 10,495 | 8,761 |
Company stock 401(k) contribution | 5,338 | 5,304 |
Gains on assets, net | (18,308) | 0 |
Equity loss from unconsolidated investments, net | 3,811 | 1,329 |
Pension contributions including income, net of expense | (585) | (4,410) |
Change in other assets and liabilities, net of acquisitions: | ||
Increase in trade receivables | (120) | (63,120) |
Increase (decrease) in accounts payable | 13,987 | (15,077) |
Increase in interest and taxes payable, net | 13,663 | 4,320 |
Increase in deferred revenue | 2,298 | 923 |
Change in other assets and liabilities, net | 1,089 | (24,447) |
Net cash flow from operating activities | 196,260 | 58,071 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (5,538) | (13,185) |
Reimbursements from spectrum repacking | 58 | 1,423 |
Payments for acquisitions of businesses | 0 | (13,341) |
Purchases of investments | (2,216) | (157) |
Proceeds from investments | 0 | 2,022 |
Proceeds from sale of assets | 366 | 7 |
Net cash flow used for investing activities | (7,330) | (23,231) |
Cash flows from financing activities: | ||
Payments under revolving credit facilities, net | (166,000) | (37,000) |
Dividends paid | (21,151) | (15,439) |
Other, net | (15,452) | (10,516) |
Net cash flow used for financing activities | (202,603) | (62,955) |
Decrease in cash | (13,673) | (28,115) |
Balance of cash, beginning of period | 56,989 | 40,968 |
Balance of cash, end of period | 43,316 | 12,853 |
Supplemental cash flow information: | ||
Cash refunds from income taxes, net of payments | (248) | (33) |
Cash paid for interest | $ 75,063 | $ 76,045 |
Consolidated Statements of Equi
Consolidated Statements of Equity And Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock |
Beginning balance at Dec. 31, 2020 | $ 14,933 | |||||
Redeemable noncontrolling interest | ||||||
Net income | 215 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | 72 | |||||
Ending balance at Mar. 31, 2021 | 15,220 | |||||
Beginning balance at Dec. 31, 2020 | 2,058,095 | $ 324,419 | $ 113,267 | $ 7,075,640 | $ (121,076) | $ (5,334,155) |
Total Equity | ||||||
Net income | 112,617 | 112,617 | ||||
Other comprehensive income, net of tax | 1,278 | 1,278 | ||||
Total comprehensive income | 113,895 | |||||
Dividends declared | (36,469) | (36,469) | ||||
Company stock 401(k) contribution | 5,304 | (16,254) | 21,558 | |||
Stock-based awards activity | (10,516) | (78,518) | 68,002 | |||
Stock-based compensation | 8,761 | 8,761 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | (72) | (72) | ||||
Other activity | 340 | 340 | ||||
Ending balance at Mar. 31, 2021 | 2,139,338 | 324,419 | 27,596 | 7,151,716 | (119,798) | (5,244,595) |
Beginning balance at Dec. 31, 2021 | 16,129 | |||||
Redeemable noncontrolling interest | ||||||
Net income | 53 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | 248 | |||||
Ending balance at Mar. 31, 2022 | 16,430 | |||||
Beginning balance at Dec. 31, 2021 | 2,519,906 | 324,419 | 27,941 | 7,459,380 | (97,216) | (5,194,618) |
Total Equity | ||||||
Net income | 134,234 | 134,234 | ||||
Other comprehensive income, net of tax | (14,618) | (14,618) | ||||
Total comprehensive income | 119,616 | |||||
Dividends declared | (21,150) | (21,150) | ||||
Company stock 401(k) contribution | 5,338 | (1,322) | (11,275) | 17,935 | ||
Stock-based awards activity | (15,452) | (9,517) | (81,146) | 75,211 | ||
Stock-based compensation | 10,495 | 10,495 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | (248) | (248) | ||||
Other activity | 344 | 344 | ||||
Ending balance at Mar. 31, 2022 | $ 2,618,849 | $ 324,419 | $ 27,941 | $ 7,479,795 | $ (111,834) | $ (5,101,472) |
Consolidated Statements of Eq_2
Consolidated Statements of Equity And Redeemable Noncontrolling Interest (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared per share (in dollars per share) | $ 0.095 | $ 0.165 |
Accounting policies
Accounting policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Accounting policies | Accounting policies Basis of presentation: Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our (or TEGNA’s) audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We use the best information available in developing significant estimates inherent in our financial statements. Actual results could differ from these estimates, and these differences resulting from changes in facts and circumstances could be material. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, fair value measurements, post-retirement benefit plans, income taxes including deferred taxes, and contingencies. The condensed consolidated financial statements include the accounts of subsidiaries we control. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities over which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in “Equity loss in unconsolidated investments, net” in the Consolidated Statements of Income. We operate one operating and reportable segment, which primarily consists of our 64 television stations and two radio stations operating in 51 markets, providing high-quality television programming and digital content. Our reportable segment determination is based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker. Merger Agreement : On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership (Standard General) and CMG Media Corporation, a Delaware corporation (CMG), and certain of its subsidiaries. Parent, Merger Sub, the other subsidiaries of Parent, those affiliates of Standard General, CMG and those subsidiaries of CMG, are collectively, referred to as the “Parent Restructuring Entities.” The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into TEGNA (the Merger), with TEGNA continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent. The Merger Agreement provides that each share of common stock, par value $1.00 per share, TEGNA (the Common Stock) outstanding immediately prior to the effective time of the Merger (the Effective Time), other than certain excluded shares, will at the Effective Time automatically be converted into the right to receive (i) $24.00 per share of Common Stock in cash, without interest, plus (ii) additional amounts in cash, without interest, if the Merger does not close within a certain period of time after the date of the Merger Agreement. TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee” of $0.00167 per share per day (or $0.05 per month) if the closing occurs between the 9- and 12-month anniversary of signing, increasing to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs on or after the 14-month anniversary of signing. The Merger is subject to the approval of the Merger Agreement by the stockholders of TEGNA and the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close in the second half of 2022. On April 13, 2022, we filed with the SEC a definitive proxy statement (the Proxy Statement) with respect to a special meeting of TEGNA stockholders to be held on May 17, 2022 to consider and vote upon the Merger and related proposals. Please refer to the Proxy Statement for more information. As disclosed in the proxy statement, the Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under certain specified circumstances, TEGNA will be required to pay Parent a termination fee of $163.0 million, and Parent will be required to pay TEGNA a termination fee of either $136.0 million or $272.0 million. TEGNA has made customary representations, warranties and covenants in the Merger Agreement. If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. On March 10, 2022, TEGNA, Parent, Merger Sub, and, solely for purposes of certain provisions specified therein, the other Parent Restructuring Entities, entered into an amendment to the Merger Agreement (the Amendment). The Amendment provides, among other things and subject to the terms and conditions set forth therein, that certain regulatory efforts covenants will apply with respect to certain station transfers from Parent or an affiliate of Parent to CMG or an affiliate of CMG that are contemplated to be consummated as of immediately following the Effective Time. Accounting guidance adopted in 2022: We did not adopt any new accounting guidance in 2022 that had a material impact on our consolidated financial statements or disclosures. New accounting guidance not yet adopted: There is currently no pending accounting guidance that we expect to have a material impact on our consolidated financial statements or disclosures. Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. As of March 31, 2022, our allowance for doubtful accounts was $4.8 million as compared to $4.4 million as of December 31, 2021. Redeemable Noncontrolling interest: Our Premion business operates an advertising network for over-the-top (OTT) streaming and connected television platforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a 3 year commercial reselling agreement with the affiliate. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.” Treasury Stock: We account for treasury stock under the cost method. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital (APIC) in our Condensed Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of APIC to the extent that there are previously recorded gains to offset the losses. If there are no treasury stock gains in APIC, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Condensed Consolidated Balance Sheets. Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue. The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services revenues, which include local and national non-political television advertising, digital marketing services (including Premion), advertising on the stations’ websites, tablet and mobile products, and OTT apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2022, 2020 etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content. Revenue earned by these sources in the first three months of 2022 and 2021 are shown below (amounts in thousands): Quarter ended Mar. 31, 2022 2021 Subscription $ 391,654 $ 386,737 Advertising & Marketing Services 354,467 322,834 Political 17,965 9,428 Other 10,037 8,052 Total revenues $ 774,123 $ 727,051 |
Goodwill and other intangible a
Goodwill and other intangible assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | Goodwill and other intangible assets The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of March 31, 2022 and December 31, 2021 (in thousands): Mar. 31, 2022 Dec. 31, 2021 Gross Accumulated Amortization Gross Accumulated Amortization Goodwill $ 2,981,587 $ — $ 2,981,587 $ — Indefinite-lived intangibles: Television and radio station FCC broadcast licenses 2,123,898 — 2,123,898 — Amortizable intangible assets: Retransmission agreements 235,215 (175,153) 235,215 (168,439) Network affiliation agreements 309,503 (103,312) 309,503 (97,195) Other 71,465 (35,128) 71,465 (32,959) Total indefinite-lived and amortizable intangible assets $ 2,740,081 $ (313,593) $ 2,740,081 $ (298,593) |
Investments and other assets
Investments and other assets | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investments and other assets | Investments and other assets Our investments and other assets consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands): Mar. 31, 2022 Dec. 31, 2021 Cash value insurance $ 50,817 $ 53,189 Available-for-sale debt security — 23,800 Equity method investments 17,382 21,986 Other equity investments 20,158 20,331 Deferred debt issuance costs 4,924 5,805 Other long-term assets 41,799 27,397 Total $ 135,080 $ 152,508 Cash value life insurance: We are the beneficiary of life insurance policies on the lives of certain employees/retirees, which are recorded at their cash surrender value as determined by the insurance carrier. These policies are utilized as a partial funding source for deferred compensation and other non-qualified employee retirement plans. Gains and losses on these investments are included in “Other non-operating items, net” within our Consolidated Statement of Income and were not material for all periods presented. Available-for-sale debt security : We hold a debt security investment issued by MadHive, Inc. (MadHive), that we classify as an available-for-sale investment. Available-for-sale debt securities are required to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. The debt security includes features that allow us to convert investment into equity ownership upon the occurrence of certain events. In the first quarter of 2022, we amended the terms of the debt security, which became effective on January 3, 2022, in parallel with an amendment and extension of our commercial agreements with MadHive. The amendments modified several items, including the conversion rights as well as the maturity date of the note. In exchange for the convertible debt modifications, we received fa vorable terms in our renewed commercial agreements with MadHive. As a result of these amendments, we recognized a previously unrecognized gain of $20.8 million . The gain was recorded in “Other non-operating items, net” within our Consolidated Statement of Income. The debt will mature and become due in June 2022 and therefore its $3.0 million fair value has been reclassified as a current asset in “Other receivables” within our Condensed Consolidated Balance Sheet. See Note 9 for additional information regarding our related party transactions with MadHive. Other equity investments : Represents investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence. These investments are recorded at cost less impairments, if any, plus or minus changes in observable prices for those investments. In the first quarter of 2022, we recorded a $2.5 million impairment charge, in “Other non-operating items, net” within our Consolidated Statement of Income, due to the decline in the fair value of one of our investments. Deferred debt issuance costs : These costs consist of amounts paid to lenders related to our revolving credit facility. Debt issuance costs paid for our term debt and unsecured notes are accounted for as a reduction in the debt obligation. |
Long-term debt
Long-term debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt Our long-term debt is summarized below (in thousands): Mar. 31, 2022 Dec. 31, 2021 Borrowings under revolving credit agreement expiring August 2024 $ — $ 166,000 Unsecured notes bearing fixed rate interest at 4.75% due March 2026 550,000 550,000 Unsecured notes bearing fixed rate interest at 7.75% due June 2027 200,000 200,000 Unsecured notes bearing fixed rate interest at 7.25% due September 2027 240,000 240,000 Unsecured notes bearing fixed rate interest at 4.625% due March 2028 1,000,000 1,000,000 Unsecured notes bearing fixed rate interest at 5.00% due September 2029 1,100,000 1,100,000 Total principal long-term debt 3,090,000 3,256,000 Debt issuance costs (30,295) (31,378) Unamortized premiums 7,078 7,348 Total long-term debt $ 3,066,783 $ 3,231,970 |
Retirement plans
Retirement plans | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement plans | Retirement plans We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The disclosure table below primarily includes the pension expenses of the TRP and the TEGNA Supplemental Retirement Plan (SERP). The total net pension obligations, including both current and non-current liabilities, as of March 31, 2022, were $62.4 million, of which $6.0 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance Sheet. Pension costs (income), which primarily include costs for the qualified TRP and the non-qualified SERP, are presented in the following table (in thousands): Quarter ended Mar. 31, 2022 2021 Interest cost on benefit obligation $ 4,300 $ 3,950 Expected return on plan assets (4,900) (8,650) Amortization of prior service cost (125) 25 Amortization of actuarial loss 1,100 1,200 Expense (income) from company-sponsored retirement plans $ 375 $ (3,475) Benefits no longer accrue for substantially all TRP and SERP participants as a result of amendments to the plans in past years, and as such we no longer incur a significant amount of the service cost component of pension expense. All other components of our pension expense presented above are included within the “Other non-operating items, net” line item of the Consolidated Statements of Income. During the three months ended March 31, 2022 and 2021, we did not make any cash contributions to the TRP. We made benefit payments to participants of the SERP of $0.9 million during both of the three month periods ending March 31, 2022 and 2021. Based on actuarial projections and funding levels, we do not expect to make any cash payments to the TRP in 2022 (as none are required based on our current funding levels). We expect to make additional cash payments of $5.0 million to our SERP participants during the remainder of 2022. |
Accumulated other comprehensive
Accumulated other comprehensive loss | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax (in thousands): Retirement Plans Foreign Currency Translation Available-For-Sale Investment Total Quarters Ended: Balance at Dec. 31, 2021 $ (113,090) $ 455 $ 15,419 $ (97,216) Other comprehensive income before reclassifications — 77 — 77 Amounts reclassified from AOCL 724 — (15,419) (14,695) Total other comprehensive income (loss) 724 77 (15,419) (14,618) Balance at Mar. 31, 2022 $ (112,366) $ 532 $ — $ (111,834) Balance at Dec. 31, 2020 $ (120,979) $ (97) $ — $ (121,076) Other comprehensive loss before reclassifications — 369 — 369 Amounts reclassified from AOCL 909 — — 909 Total other comprehensive income 909 369 — 1,278 Balance at Mar. 31, 2021 $ (120,070) $ 272 $ — $ (119,798) Reclassifications from AOCL to the Consolidated Statements of Income are comprised of recognition of a realized gain on an available-for-sale investment as well as pension and other post-retirement components. Pension and other post retirement reclassifications are related to the amortizations of prior service costs and actuarial losses. Amounts reclassified out of AOCL are summarized below (in thousands): Quarter ended Mar. 31, 2022 2021 Amortization of prior service (credit) cost, net $ (125) $ 25 Amortization of actuarial loss 1,100 1,200 Realized gain on available-for-sale investment (20,800) — Total reclassifications, before tax (19,825) 1,225 Income tax effect 5,130 (316) Total reclassifications, net of tax $ (14,695) $ 909 |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Our earnings per share (basic and diluted) are presented below (in thousands, except per share amounts): Quarter ended Mar. 31, 2022 2021 Net Income $ 134,287 $ 112,832 Net income attributable to the noncontrolling interest (53) (215) Adjustment of redeemable noncontrolling interest to redemption value (248) (72) Earnings available to common shareholders $ 133,986 $ 112,545 Weighted average number of common shares outstanding - basic 222,712 220,602 Effect of dilutive securities: Restricted stock units 321 410 Performance shares 207 182 Stock options — 4 Weighted average number of common shares outstanding - diluted 223,240 221,198 Earnings per share - basic $ 0.60 $ 0.51 Earnings per share - diluted $ 0.60 $ 0.51 Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance shares. |
Fair value measurement
Fair value measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Fair value measurement We measure and record certain assets and liabilities at fair value in the accompanying condensed consolidated financial statements. U.S. GAAP establishes a hierarchy for those instruments measured at fair value that distinguishes between market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 - Quoted market prices in active markets for identical assets or liabilities; Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 - Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use. In the first quarter of 2022, we recorded a $2.5 million impairment charge, in “Other non-operating items, net” within our Consolidated Statement of Income, due to the decline in the fair value of one of our investments. The fair value was determined using a market approach which was based significant inputs not observable in the market, and thus represented a Level 3 fair value measurement. We also hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled $3.15 billion at March 31, 2022, and $3.40 billion at December 31, 2021. |
Other matters
Other matters | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other matters | Other matters Litigation In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station owners. We received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. On November 13 and December 13, 2018, the DOJ and seven other broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four other broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019. The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities from sharing certain confidential business information, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. The costs of compliance has not been material, nor do we expect future compliance costs to be material. Since the national media reports, numerous putative class action lawsuits were filed against owners of television stations (the Advertising Cases) in different jurisdictions. Plaintiffs are a class consisting of all persons and entities in the United States who paid for all or a portion of advertisement time on local television provided by the defendants. The Advertising Cases assert antitrust and other claims and seek monetary damages, attorneys’ fees, costs and interest, as well as injunctions against the allegedly wrongful conduct. These cases have been consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned Clay, Massey & Associates, P.C. v. Gray Television, Inc. et. al., filed on July 30, 2018. At the court’s direction, plaintiffs filed an amended complaint on April 3, 2019, that superseded the original complaints. Although we were named as a defendant in sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and four other broadcasters entered into consent decrees with the DOJ in June 2019, the plaintiffs sought leave from the court to further amend the complaint to add TEGNA and the other settling broadcasters to the proceeding. The court granted the plaintiffs’ motion, and the plaintiffs filed the second amended complaint on September 9, 2019. On October 8, 2019, the defendants jointly filed a motion to dismiss the matter. On November 6, 2020, the court denied the motion to dismiss. We deny any violation of law, believe that the claims asserted in the Advertising Cases are without merit, and intend to defend ourselves vigorously against them. Litigation Relating to the Merger As of May 9, 2022, seven lawsuits have been filed by purported TEGNA stockholders in connection with the Merger. The lawsuits have been filed against TEGNA and the current members of the Board of Directors of TEGNA (the Board of Directors). One such lawsuit was voluntarily dismissed on April 1, 2022. The complaints generally allege that the preliminary proxy statement filed by TEGNA on March 25, 2022 in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. Plaintiffs in the complaints generally seek, among other things, to enjoin TEGNA from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorneys’ fees. In addition, as of May 9, 2022, four demand letters have been sent to TEGNA in connection with the Merger. The demand letters were each sent on behalf of a purported TEGNA stockholder, and each alleges similar deficiencies in the Proxy Statement as those noted in the complaints referenced above. We believe that the claims asserted in the complaints and letters described above are without merit. Additional lawsuits arising out of the Merger may also be filed in the future. We, along with a number of our subsidiaries, also are defendants in other judicial and administrative proceedings involving matters incidental to our business. We do not believe that any material liability will be imposed as a result of any of the foregoing matters. Related Party Transactions We have investments in the form of equity and debt in MadHive which is a related party of TEGNA (see Note 3 for additional information). In addition to our investment, we also have a commercial agreement with MadHive, under which MadHive supports our Premion business in acquiring over-the-top advertising inventory and delivering corresponding advertising impressions. In the first quarter of 2022 and 2021, we incurred an expense of $26.0 million and $23.9 million, respectively, as a result of the commercial agreement with MadHive. As of March 31, 2022, and December 31, 2021 we had accounts payable and accrued liabilities associated with the MadHive commercial agreements of $17.2 million an d $8.9 million, respectively. |
Accounting policies (Policies)
Accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation: Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our (or TEGNA’s) audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Use of estimates | The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We use the best information available in developing significant estimates inherent in our financial statements. Actual results could differ from these estimates, and these differences resulting from changes in facts and circumstances could be material. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, fair value measurements, post-retirement benefit plans, income taxes including deferred taxes, and contingencies. |
Consolidation | The condensed consolidated financial statements include the accounts of subsidiaries we control. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities over which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in “Equity loss in unconsolidated investments, net” in the Consolidated Statements of Income. |
Merger Agreement | Merger Agreement : On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership (Standard General) and CMG Media Corporation, a Delaware corporation (CMG), and certain of its subsidiaries. Parent, Merger Sub, the other subsidiaries of Parent, those affiliates of Standard General, CMG and those subsidiaries of CMG, are collectively, referred to as the “Parent Restructuring Entities.” |
Accounting guidance adopted in 2022 and New accounting guidance not yet adopted | Accounting guidance adopted in 2022: We did not adopt any new accounting guidance in 2022 that had a material impact on our consolidated financial statements or disclosures. New accounting guidance not yet adopted: There is currently no pending accounting guidance that we expect to have a material impact on our consolidated financial statements or disclosures. |
Trade receivables and allowances for doubtful accounts | Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. |
Redeemable Noncontrolling interest | Redeemable Noncontrolling interest: Our Premion business operates an advertising network for over-the-top (OTT) streaming and connected television platforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a 3 year commercial reselling agreement with the affiliate. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.” |
Treasury Stock | Treasury Stock: We account for treasury stock under the cost method. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital (APIC) in our Condensed Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of APIC to the extent that there are previously recorded gains to offset the losses. If there are no treasury stock gains in APIC, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Condensed Consolidated Balance Sheets. |
Revenue recognition | Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue. The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services revenues, which include local and national non-political television advertising, digital marketing services (including Premion), advertising on the stations’ websites, tablet and mobile products, and OTT apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2022, 2020 etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content. |
Accounting policies (Tables)
Accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue earned by these sources in the first three months of 2022 and 2021 are shown below (amounts in thousands): Quarter ended Mar. 31, 2022 2021 Subscription $ 391,654 $ 386,737 Advertising & Marketing Services 354,467 322,834 Political 17,965 9,428 Other 10,037 8,052 Total revenues $ 774,123 $ 727,051 |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of March 31, 2022 and December 31, 2021 (in thousands): Mar. 31, 2022 Dec. 31, 2021 Gross Accumulated Amortization Gross Accumulated Amortization Goodwill $ 2,981,587 $ — $ 2,981,587 $ — Indefinite-lived intangibles: Television and radio station FCC broadcast licenses 2,123,898 — 2,123,898 — Amortizable intangible assets: Retransmission agreements 235,215 (175,153) 235,215 (168,439) Network affiliation agreements 309,503 (103,312) 309,503 (97,195) Other 71,465 (35,128) 71,465 (32,959) Total indefinite-lived and amortizable intangible assets $ 2,740,081 $ (313,593) $ 2,740,081 $ (298,593) |
Investments and other assets (T
Investments and other assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Other Assets | Our investments and other assets consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands): Mar. 31, 2022 Dec. 31, 2021 Cash value insurance $ 50,817 $ 53,189 Available-for-sale debt security — 23,800 Equity method investments 17,382 21,986 Other equity investments 20,158 20,331 Deferred debt issuance costs 4,924 5,805 Other long-term assets 41,799 27,397 Total $ 135,080 $ 152,508 |
Long-term debt (Tables)
Long-term debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Our long-term debt is summarized below (in thousands): Mar. 31, 2022 Dec. 31, 2021 Borrowings under revolving credit agreement expiring August 2024 $ — $ 166,000 Unsecured notes bearing fixed rate interest at 4.75% due March 2026 550,000 550,000 Unsecured notes bearing fixed rate interest at 7.75% due June 2027 200,000 200,000 Unsecured notes bearing fixed rate interest at 7.25% due September 2027 240,000 240,000 Unsecured notes bearing fixed rate interest at 4.625% due March 2028 1,000,000 1,000,000 Unsecured notes bearing fixed rate interest at 5.00% due September 2029 1,100,000 1,100,000 Total principal long-term debt 3,090,000 3,256,000 Debt issuance costs (30,295) (31,378) Unamortized premiums 7,078 7,348 Total long-term debt $ 3,066,783 $ 3,231,970 |
Retirement plans (Tables)
Retirement plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Benefit Costs (Income) | Pension costs (income), which primarily include costs for the qualified TRP and the non-qualified SERP, are presented in the following table (in thousands): Quarter ended Mar. 31, 2022 2021 Interest cost on benefit obligation $ 4,300 $ 3,950 Expected return on plan assets (4,900) (8,650) Amortization of prior service cost (125) 25 Amortization of actuarial loss 1,100 1,200 Expense (income) from company-sponsored retirement plans $ 375 $ (3,475) |
Accumulated other comprehensi_2
Accumulated other comprehensive loss (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax (in thousands): Retirement Plans Foreign Currency Translation Available-For-Sale Investment Total Quarters Ended: Balance at Dec. 31, 2021 $ (113,090) $ 455 $ 15,419 $ (97,216) Other comprehensive income before reclassifications — 77 — 77 Amounts reclassified from AOCL 724 — (15,419) (14,695) Total other comprehensive income (loss) 724 77 (15,419) (14,618) Balance at Mar. 31, 2022 $ (112,366) $ 532 $ — $ (111,834) Balance at Dec. 31, 2020 $ (120,979) $ (97) $ — $ (121,076) Other comprehensive loss before reclassifications — 369 — 369 Amounts reclassified from AOCL 909 — — 909 Total other comprehensive income 909 369 — 1,278 Balance at Mar. 31, 2021 $ (120,070) $ 272 $ — $ (119,798) |
Schedule of Reclassification out of Accumulated Other Comprehensive Loss | Amounts reclassified out of AOCL are summarized below (in thousands): Quarter ended Mar. 31, 2022 2021 Amortization of prior service (credit) cost, net $ (125) $ 25 Amortization of actuarial loss 1,100 1,200 Realized gain on available-for-sale investment (20,800) — Total reclassifications, before tax (19,825) 1,225 Income tax effect 5,130 (316) Total reclassifications, net of tax $ (14,695) $ 909 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Our earnings per share (basic and diluted) are presented below (in thousands, except per share amounts): Quarter ended Mar. 31, 2022 2021 Net Income $ 134,287 $ 112,832 Net income attributable to the noncontrolling interest (53) (215) Adjustment of redeemable noncontrolling interest to redemption value (248) (72) Earnings available to common shareholders $ 133,986 $ 112,545 Weighted average number of common shares outstanding - basic 222,712 220,602 Effect of dilutive securities: Restricted stock units 321 410 Performance shares 207 182 Stock options — 4 Weighted average number of common shares outstanding - diluted 223,240 221,198 Earnings per share - basic $ 0.60 $ 0.51 Earnings per share - diluted $ 0.60 $ 0.51 |
Accounting policies - Narrative
Accounting policies - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 22, 2022USD ($)$ / shares | Mar. 31, 2020 | Mar. 31, 2022USD ($)segmentstationradioStationmarket$ / shares | Dec. 31, 2021USD ($)$ / shares |
Disaggregation of Revenue [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Number of television stations | station | 64 | |||
Number of radio stations | radioStation | 2 | |||
Number of markets in which entity operates | market | 51 | |||
Common stock, par value (in dollars per share) | $ 1 | $ 1 | $ 1 | |
Allowance for doubtful accounts receivable | $ | $ 4,810 | $ 4,371 | ||
Commercial reselling agreement, term | 3 years | |||
Business Combination Termination Scenario One | Teton Parent Corp | ||||
Disaggregation of Revenue [Line Items] | ||||
Termination fee | $ | $ 136,000 | |||
Business Combination Termination Scenario Two | Teton Parent Corp | ||||
Disaggregation of Revenue [Line Items] | ||||
Termination fee | $ | $ 272,000 | |||
Teton Parent Corp | ||||
Disaggregation of Revenue [Line Items] | ||||
Conversion price (in dollars per share) | $ 24 | |||
Termination fee | $ | $ 163,000 | |||
Teton Parent Corp | Closing between 9- and 12-month anniversary of signing | ||||
Disaggregation of Revenue [Line Items] | ||||
Ticking fee, per day (dollars per share) | $ 0.00167 | |||
Ticking fee, per month (dollars per share) | 0.05 | |||
Teton Parent Corp | Closing between 12- and 13-month anniversary of signing | ||||
Disaggregation of Revenue [Line Items] | ||||
Ticking fee, per day (dollars per share) | 0.0025 | |||
Ticking fee, per month (dollars per share) | 0.075 | |||
Teton Parent Corp | Closing between 13- and 14-month anniversary of signing | ||||
Disaggregation of Revenue [Line Items] | ||||
Ticking fee, per day (dollars per share) | 0.00333 | |||
Ticking fee, per month (dollars per share) | 0.10 | |||
Teton Parent Corp | Closing after 14-month anniversary of signing | ||||
Disaggregation of Revenue [Line Items] | ||||
Ticking fee, per day (dollars per share) | 0.00417 | |||
Ticking fee, per month (dollars per share) | $ 0.125 |
Accounting policies - Revenue (
Accounting policies - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 774,123 | $ 727,051 |
Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 391,654 | 386,737 |
Advertising & Marketing Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 354,467 | 322,834 |
Political | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 17,965 | 9,428 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 10,037 | $ 8,052 |
Goodwill and other intangible_3
Goodwill and other intangible assets - Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 2,981,587 | $ 2,981,587 |
Accumulated Amortization | 0 | 0 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | (313,593) | (298,593) |
Total indefinite-lived and amortizable intangible assets | 2,740,081 | 2,740,081 |
Television and radio station FCC broadcast licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles | 2,123,898 | 2,123,898 |
Retransmission agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 235,215 | 235,215 |
Accumulated Amortization | (175,153) | (168,439) |
Network affiliation agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 309,503 | 309,503 |
Accumulated Amortization | (103,312) | (97,195) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 71,465 | 71,465 |
Accumulated Amortization | $ (35,128) | $ (32,959) |
Investments and other assets -
Investments and other assets - Components of Investments and Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Investments, All Other Investments [Abstract] | ||
Cash value insurance | $ 50,817 | $ 53,189 |
Available-for-sale debt security | 0 | 23,800 |
Equity method investments | 17,382 | 21,986 |
Other equity investments | 20,158 | 20,331 |
Deferred debt issuance costs | 4,924 | 5,805 |
Other long-term assets | 41,799 | 27,397 |
Total | $ 135,080 | $ 152,508 |
Investments and other assets _2
Investments and other assets - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |
Debt instrument, amendment gain | $ 20.8 |
Impairment of other equity investments | 2.5 |
Other Receivables Net Current | |
Debt Securities, Available-for-sale [Line Items] | |
Fair value, current | $ 3 |
Long-term debt - Schedule of Lo
Long-term debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 3,090,000 | $ 3,256,000 |
Debt issuance costs | (30,295) | (31,378) |
Unamortized premiums | 7,078 | 7,348 |
Total long-term debt | 3,066,783 | 3,231,970 |
Borrowings under revolving credit agreement expiring August 2024 | ||
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 0 | $ 166,000 |
Unsecured notes bearing fixed rate interest at 4.75% due March 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.0475% | 0.0475% |
Total principal long-term debt | $ 550,000 | $ 550,000 |
Unsecured notes bearing fixed rate interest at 7.75% due June 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.0775% | 0.0775% |
Total principal long-term debt | $ 200,000 | $ 200,000 |
Unsecured notes bearing fixed rate interest at 7.25% due September 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.0725% | 0.0725% |
Total principal long-term debt | $ 240,000 | $ 240,000 |
Unsecured notes bearing fixed rate interest at 4.625% due March 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.04625% | 0.04625% |
Total principal long-term debt | $ 1,000,000 | $ 1,000,000 |
Unsecured notes bearing fixed rate interest at 5.00% due September 2029 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 0.05% | 0.05% |
Total principal long-term debt | $ 1,100,000 | $ 1,100,000 |
Long-term debt - Narrative (Det
Long-term debt - Narrative (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Cash and cash equivalents | $ 43,316,000 | $ 56,989,000 |
Amended and Restated Competitive Advance and Revolving Credit Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Unused borrowing capacity | 1,490,000,000 | |
Maximum borrowing capacity under credit facility | $ 1,510,000,000 |
Retirement plans - Narrative (D
Retirement plans - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
TRP | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total net pension obligations | $ 62,400,000 | |
Cash contributions | 0 | $ 0 |
Accrued liabilities | TRP | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total net pension obligations | 6,000,000 | |
SERP | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash contributions | 900,000 | $ 900,000 |
Additional cash payments | $ 5,000,000 |
Retirement plans - Benefit Cost
Retirement plans - Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Interest cost on benefit obligation | $ 4,300 | $ 3,950 |
Expected return on plan assets | (4,900) | (8,650) |
Amortization of prior service cost | (125) | 25 |
Amortization of actuarial loss | 1,100 | 1,200 |
Expense (income) from company-sponsored retirement plans | $ 375 | $ (3,475) |
Accumulated other comprehensi_3
Accumulated other comprehensive loss - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | $ 2,519,906 | $ 2,058,095 |
Other comprehensive income before reclassifications | 77 | 369 |
Amounts reclassified from AOCL | (14,695) | 909 |
Other comprehensive income, net of tax | (14,618) | 1,278 |
Ending balance | 2,618,849 | 2,139,338 |
Retirement Plans | ||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (113,090) | (120,979) |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from AOCL | 724 | 909 |
Other comprehensive income, net of tax | 724 | 909 |
Ending balance | (112,366) | (120,070) |
Foreign Currency Translation | ||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | 455 | (97) |
Other comprehensive income before reclassifications | 77 | 369 |
Amounts reclassified from AOCL | 0 | 0 |
Other comprehensive income, net of tax | 77 | 369 |
Ending balance | 532 | 272 |
Available-For-Sale Investment | ||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | 15,419 | 0 |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from AOCL | (15,419) | 0 |
Other comprehensive income, net of tax | (15,419) | 0 |
Ending balance | 0 | 0 |
Total | ||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (97,216) | (121,076) |
Other comprehensive income, net of tax | (14,618) | 1,278 |
Ending balance | $ (111,834) | $ (119,798) |
Accumulated other comprehensi_4
Accumulated other comprehensive loss - Reclassifications out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total reclassifications, before tax | $ (19,825) | $ 1,225 |
Income tax effect | 5,130 | (316) |
Total reclassifications, net of tax | (14,695) | 909 |
Amortization of prior service (credit) cost, net | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total reclassifications, before tax | (125) | 25 |
Amortization of actuarial loss | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total reclassifications, before tax | 1,100 | 1,200 |
Realized gain on available-for-sale investment | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total reclassifications, before tax | $ (20,800) | $ 0 |
Earnings per share - Schedule o
Earnings per share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Income | $ 134,287 | $ 112,832 |
Net income attributable to redeemable noncontrolling interest | (53) | (215) |
Adjustment of redeemable noncontrolling interest to redemption value | (248) | (72) |
Earnings available to common shareholders, basic | 133,986 | 112,545 |
Earnings available to common shareholders, diluted | $ 133,986 | $ 112,545 |
Weighted average number of common shares outstanding - basic (in shares) | 222,712 | 220,602 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average number of common shares outstanding - diluted (in shares) | 223,240 | 221,198 |
Earnings per share – basic (in dollars per share) | $ 0.60 | $ 0.51 |
Earnings per share – diluted (in dollars per share) | $ 0.60 | $ 0.51 |
Restricted stock units | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities (in shares) | 321 | 410 |
Performance shares | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities (in shares) | 207 | 182 |
Stock options | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities (in shares) | 0 | 4 |
Fair value measurement (Details
Fair value measurement (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of total long-term debt | $ 3,150 | $ 3,400 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impairment loss on investment | $ 2.5 |
Other matters (Details)
Other matters (Details) $ in Millions | Jul. 30, 2018defendant | Jan. 31, 2022USD ($) | Dec. 31, 2021USD ($)agreement | Jun. 30, 2019defendant | Dec. 13, 2018defendant | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
MadHive | |||||||
Business Acquisition [Line Items] | |||||||
Number of renewed existing commercial agreements | agreement | 2 | ||||||
Intangible Contract Asset | |||||||
Business Acquisition [Line Items] | |||||||
Amortizable intangible assets, gross | $ 20.8 | ||||||
Intangible asset useful life | 2 years | ||||||
Equity And Debt Investment | Affiliated Entity | |||||||
Business Acquisition [Line Items] | |||||||
Expenses incurred with related party | $ 26 | $ 23.9 | |||||
Accounts payable and accrued liabilities with related party | $ 8.9 | $ 17.2 | |||||
Clay, Massey & Associates, P.C. v. Gray Television | |||||||
Business Acquisition [Line Items] | |||||||
Number of other broadcasters settling DOJ complaint (defendant) | defendant | 16 | 4 | |||||
Settled litigation | |||||||
Business Acquisition [Line Items] | |||||||
Number of other broadcasters settling DOJ complaint (defendant) | defendant | 4 | 7 |