Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2020shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2020 |
Document Transition Report | false |
Entity File Number | 001-10701 |
Entity Registrant Name | THE E.W. SCRIPPS COMPANY |
Entity Incorporation, State or Country Code | OH |
Entity Tax Identification Number | 31-1223339 |
Entity Address, Address Line One | 312 Walnut Street |
Entity Address, City or Town | Cincinnati |
Entity Address, State or Province | OH |
Entity Address, Postal Zip Code | 45202 |
City Area Code | 513 |
Local Phone Number | 977-3000 |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share |
Trading Symbol | SSP |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | false |
Entity Shell Company | false |
Amendment Flag | false |
Entity Central Index Key | 0000832428 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Common stock, Class A | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 69,456,797 |
Voting common stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 11,932,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 179,627 | $ 32,968 |
Accounts receivable (less allowances— $3,961 and $3,546) | 401,409 | 413,567 |
Programming | 7,779 | 60,184 |
FCC repack receivable | 29,241 | 29,651 |
Miscellaneous | 52,754 | 41,074 |
Total current assets | 670,810 | 577,444 |
Investments | 11,434 | 8,553 |
Property and equipment | 377,317 | 375,904 |
Right-of-use assets | 135,138 | 138,640 |
Goodwill | 1,275,327 | 1,271,855 |
Other intangible assets | 1,047,791 | 1,061,791 |
Programming (less current portion) | 146,187 | 96,256 |
Deferred income taxes | 11,602 | 11,802 |
Miscellaneous | 20,069 | 19,108 |
Total Assets | 3,695,675 | 3,561,353 |
Current liabilities: | ||
Accounts payable | 43,389 | 29,153 |
Unearned revenue | 8,572 | 11,678 |
Current portion of long-term debt | 10,612 | 10,612 |
Accrued liabilities: | ||
Employee compensation and benefits | 30,798 | 45,701 |
Programming liability | 75,004 | 96,682 |
Accrued interest | 14,180 | 15,352 |
Miscellaneous | 64,991 | 46,624 |
Other current liabilities | 26,725 | 43,678 |
Total current liabilities | 274,271 | 299,480 |
Long-term debt (less current portion) | 2,078,232 | 1,904,418 |
Deferred income taxes | 34,575 | 19,833 |
Operating lease liabilities | 121,947 | 123,739 |
Other liabilities (less current portion) | 301,330 | 315,948 |
Equity: | ||
Preferred stock, $.01 par — authorized: 25,000,000 shares; none outstanding | 0 | 0 |
Common stock, $.01 par: Class A - authorized: 240,000,000 shares; issued and outstanding; 69,456,797 and 69,027,524 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | 814 | 810 |
Additional paid-in capital | 1,119,485 | 1,117,095 |
Accumulated deficit | (136,898) | (120,981) |
Accumulated other comprehensive loss, net of income taxes | (98,081) | (98,989) |
Total equity | 885,320 | 897,935 |
Total Liabilities and Equity | 3,695,675 | 3,561,353 |
Common stock, Class A | ||
Equity: | ||
Common stock, $.01 par: Class A - authorized: 240,000,000 shares; issued and outstanding; 69,456,797 and 69,027,524 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | 695 | 691 |
Voting common stock | ||
Equity: | ||
Common stock, $.01 par: Class A - authorized: 240,000,000 shares; issued and outstanding; 69,456,797 and 69,027,524 shares; Voting - authorized: 60,000,000 shares; issued and outstanding; 11,932,722 and 11,932,722 shares | $ 119 | $ 119 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 4,000 | $ 3,500 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, Class A | ||
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 69,456,797 | 69,027,524 |
Common stock, shares outstanding | 69,456,797 | 69,027,524 |
Voting common stock | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 11,932,722 | 11,932,722 |
Common stock, shares outstanding | 11,932,722 | 11,932,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Operating Revenues: | |||
Total operating revenues | $ 430,906 | $ 292,163 | |
Costs and Expenses: | |||
Employee compensation and benefits | 149,919 | 110,203 | |
Programming | 144,969 | 97,995 | |
Other expenses | 87,080 | 61,442 | |
Acquisition and related integration costs | 4,910 | 3,480 | |
Restructuring costs | 0 | 938 | |
Total costs and expenses | 386,878 | 274,058 | |
Depreciation, Amortization, and (Gains) Losses: | |||
Depreciation | 13,528 | 8,975 | |
Amortization of intangible assets | 14,387 | 8,817 | |
(Gains) losses, net on disposal of property and equipment | 1,433 | 173 | |
Net depreciation, amortization, and (gains) losses | 29,348 | 17,965 | |
Operating income | 14,680 | 140 | |
Interest expense | (25,798) | (8,916) | |
Defined benefit pension plan expense | (1,026) | (1,572) | |
Miscellaneous, net | 1,114 | (800) | |
Loss from operations before income taxes | (11,030) | (11,148) | |
Provision (benefit) for income taxes | 779 | (4,334) | |
Net loss | $ (11,809) | $ (6,814) | |
Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company: | |||
Net loss per basic share of common stock | [1] | $ (0.15) | $ (0.08) |
Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company: | |||
Net loss per diluted share of common stock | [1] | $ (0.15) | $ (0.08) |
Advertising | |||
Operating Revenues: | |||
Total operating revenues | $ 259,714 | $ 174,241 | |
Retransmission and carriage | |||
Operating Revenues: | |||
Total operating revenues | 138,950 | 87,283 | |
Other | |||
Operating Revenues: | |||
Total operating revenues | $ 32,242 | $ 30,639 | |
[1] | See notes to condensed consolidated financial statements. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (11,809) | $ (6,814) |
Changes in defined benefit pension plans, net of tax of $286 and $155 | 902 | 460 |
Other | 6 | 0 |
Total comprehensive loss | $ (10,901) | $ (6,354) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Changes in defined benefit pension plans, tax amount | $ 286 | $ 155 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (11,809) | $ (6,814) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 27,915 | 17,792 |
(Gain)/loss on sale of property and equipment | 1,433 | 173 |
Programming assets and liabilities | (28,834) | (1,133) |
Deferred income taxes | 14,672 | (4,341) |
Stock and deferred compensation plans | 2,208 | 7,352 |
Pension expense, net of contributions | (4,034) | (408) |
Other changes in certain working capital accounts, net | 10,996 | (25,776) |
Miscellaneous, net | 1,154 | (37) |
Net cash provided by (used in) operating activities | 13,701 | (13,192) |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | 0 | 55,199 |
Acquisition of intangible assets | (525) | (404) |
Additions to property and equipment | (16,210) | (13,440) |
Purchase of investments | (3,087) | (115) |
Proceeds from FCC repack | 2,719 | 1,520 |
Miscellaneous, net | 773 | 1 |
Net cash used in investing activities | (16,330) | (67,637) |
Cash Flows from Financing Activities: | ||
Net borrowings under revolving credit facility | 175,000 | 0 |
Payments on long-term debt | (2,653) | (750) |
Dividends paid | (4,108) | (4,040) |
Repurchase of Class A Common shares | 0 | (584) |
Tax payments related to shares withheld for vested stock and RSUs | (2,266) | (3,649) |
Miscellaneous, net | (16,574) | (2,862) |
Net cash provided by (used in) financing activities | 149,399 | (11,885) |
Effect of foreign exchange rates on cash and cash equivalents | (111) | 2 |
Increase (decrease) in cash and cash equivalents | 146,659 | (92,712) |
Cash and cash equivalents: | ||
Beginning of year | 32,968 | 107,114 |
End of period | 179,627 | 14,402 |
Supplemental Cash Flow Disclosures | ||
Interest paid | 24,833 | 3,356 |
Income taxes paid | 12 | 50 |
Non-cash investing information | ||
Capital expenditures included in accounts payable | $ 1,187 | $ 1,465 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) (AOCI) | |
Equity, beginning balance at Dec. 31, 2018 | $ 807 | $ 1,106,984 | $ (86,229) | $ (95,397) | ||
Total Equity, beginning balance at Dec. 31, 2018 | $ 926,165 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | (6,354) | (6,814) | 460 | |||
Cash dividend declared and paid | (4,040) | (4,040) | ||||
Repurchase of Class A Common shares | (584) | (2) | (582) | 0 | ||
Compensation plans | [1] | 2,186 | 3 | 2,183 | ||
Equity, ending balance at Mar. 31, 2019 | 808 | 1,108,585 | (97,083) | (94,937) | ||
Total Equity, ending balance at Mar. 31, 2019 | 917,373 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Tax payments related to shares withheld for vested stock and RSUs | 3,649 | |||||
Equity, beginning balance at Dec. 31, 2019 | 810 | 1,117,095 | (120,981) | (98,989) | ||
Total Equity, beginning balance at Dec. 31, 2019 | 897,935 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | (10,901) | (11,809) | 908 | |||
Cash dividend declared and paid | (4,108) | (4,108) | ||||
Compensation plans | [2] | 2,394 | 4 | 2,390 | ||
Equity, ending balance at Mar. 31, 2020 | $ 814 | $ 1,119,485 | $ (136,898) | $ (98,081) | ||
Total Equity, ending balance at Mar. 31, 2020 | 885,320 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Tax payments related to shares withheld for vested stock and RSUs | $ 2,266 | |||||
[1] | Net of tax payments related to shares withheld for vested RSUs of $3,649 for the three months ended March 31, 2019 . | |||||
[2] | Net of tax payments related to shares withheld for vested RSUs of $2,266 for the three months ended March 31, 2020 . |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Shares issued on compensation plans | 429,273 | 297,131 |
Repurchase of Class A Common shares | 0 | 180,541 |
Common Stock, Dividends, Per Share, Declared | $ 0.05 | $ 0.05 |
Common Stock, Dividends, Per Share, Cash Paid | $ 0.05 | $ 0.05 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies As used in the Notes to Condensed Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole. Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2019 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. Principles of Consolidation — The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities (VIEs) for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. Noncontrolling interest represents an owner’s share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation. Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees. Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national media brands. All of our businesses provide content and services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: Local Media, National Media and Other. Additional information for our business segments is presented in the Notes to Condensed Consolidated Financial Statements. Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plans; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks. While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements. Nature of Products and Services — The following is a description of principal activities from which we generate revenue. Core Advertising — Core advertising is comprised of sales to local and national customers. The advertising includes a combination of broadcast air time, as well as digital advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Advertising time is sold through a combination of local sales staff and national sales representative firms. Digital revenues are primarily generated from the sale of advertising to local and national customers on our local television websites, smartphone apps, tablet apps and other platforms. Political Advertising — Political advertising is generally sold through our Washington D.C. sales office. Advertising is sold to presidential, gubernatorial, Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) or other advocacy groups. Retransmission Revenues — We earn revenue from retransmission consent agreements with multi-channel video programming distributors (“MVPDs”) in our markets. The MVPDs are cable operators and satellite carriers who pay us to offer our programming to their customers. We also receive fees from over-the-top virtual MVPDs such as Hulu, YouTubeTV and AT&T Now. The fees we receive are typically based on the number of subscribers in our local market and the contracted rate per subscriber. Other Products and Services — We derive revenue from sponsorships and community events through our Local Media segment. Our National Media segment offers subscription services for access to premium content to its customers. Our Triton business earns revenue from monthly fees charged to audio publishers for converting their content into digital audio streams and inserting digital advertising into those audio streams and providing statistical measurement information about their listening audience. Our podcast business acts as a sales and marketing representative and earns commission for its work. Refer to Note 12 . Segment Information for further information, including revenue by significant product and service offering. Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers. Advertising — Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied. Retransmission — Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD. Other — Revenues generated by our Triton business are recognized on a ratable basis over the contract term as the monthly service is provided to the customer. Transaction Price Allocated to Remaining Performance Obligations — As of March 31, 2020 , we had an aggregate transaction price of $53.2 million allocated to unsatisfied performance obligations related to contracts within our Triton business, most of which is expected to be recognized into revenue over the next 24 months. We did not disclose the value of unsatisfied performance obligations on any other contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Contract Balances — Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We 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 $4.0 million at March 31, 2020 and $3.5 million at December 31, 2019 . 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 $8.6 million at March 31, 2020 and is expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $11.7 million at December 31, 2019 . We recorded $6.0 million of revenue in the three months ended March 31, 2020 that was included in unearned revenue at December 31, 2019 . 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. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The operating lease ROU asset also includes any payments made at or before commencement and is reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2019 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs) and unrestricted Class A Common shares and performance units to key employees and non-employee directors. Share-based compensation costs totaled $4.2 million and $5.8 million for the first quarter of 2020 and 2019 , respectively. Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities. The following table presents information about basic and diluted weighted-average shares outstanding: Three Months Ended (in thousands) 2020 2019 Numerator (for basic and diluted earnings per share) Net loss $ (11,809 ) $ (6,814 ) Less income allocated to RSUs — — Numerator for basic and diluted earnings per share $ (11,809 ) $ (6,814 ) Denominator Basic weighted-average shares outstanding 81,077 80,673 Effect of dilutive securities: Restricted stock units — — Diluted weighted-average shares outstanding 81,077 80,673 For the three months ended March 31, 2020 and 2019 , we incurred a net loss and the inclusion of RSUs would have been anti-dilutive. Accordingly, the diluted EPS calculation for the 2020 and 2019 periods excludes the effect from 2.2 million and 1.4 |
Recently Adopted Standards and
Recently Adopted Standards and Issued Accounting Standards (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Recently Adopted Standards and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards Recently Adopted Accounting Standards — In December 2019, the Financial Accounting Standards Board ("FASB") issued new guidance that simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The guidance also clarifies and amends existing guidance in order to improve the consistent application of, and simplify GAAP for, other areas of Topic 740. It is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We elected to early adopt this standard effective January 1, 2020, with no material impact on our condensed consolidated financial statements. In March 2019, the FASB issued new guidance to align the accounting for the costs of producing films and episodic television series in response to changes in production and distribution models in the media and entertainment industry. The new guidance amends the capitalization, amortization, impairment, presentation and disclosure requirements for entities that produce and own content, and also aligns the impairment guidance for licensed content to the owned content fair value model. This guidance applies to broadcasters and entities that produce and distribute films and episodic television series through both traditional mediums and digital mediums. We adopted the standard on January 1, 2020. Upon adoption, we recorded all licensed programming assets and programming assets produced by us as non-current assets in our condensed consolidated balance sheets as of March 31, 2020. Prepaid programming rights for the purchase of podcast content rights continue to be reported as current assets in our condensed consolidated balance sheets. The adoption of the standard had no material impact on our condensed consolidated statements of operations. In August 2018, the FASB issued new guidance to address a customer's accounting for implementation costs incurred in a cloud computing arrangement ("CCA") that is a service contract. The new guidance aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. We adopted the standard on January 1, 2020, with no material impact on our condensed consolidated financial statements. In June 2016, the FASB issued new guidance that changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace today’s “incurred loss” model, which generally will result in the earlier recognition of allowances for losses. We adopted the standard on January 1, 2020. Considering current and expected future economic and market conditions related to COVID-19, we increased our allowances for accounts receivable $0.7 million . The adoption of the standard did not result in any other material impacts to our condensed consolidated financial statements and related disclosures. Recently Issued Accounting Standards — 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 London Interbank Offered Rate (LIBOR) and other interbank offered rates. The guidance is effective as of March 12, 2020 and will apply through December 31, 2022 to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We will evaluate transactions or contract modifications occurring as a result of reference rate reform to determine whether to apply the optional guidance on an ongoing basis. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Television Stations Acquisitions On September 19, 2019, we closed on the acquisition of eight television stations in seven markets from the Nexstar Media Group, Inc. ("Nexstar") transaction with Tribune Media Company ("Tribune"). Cash consideration for the transaction totaled $582 million . Seven of the stations were operated by Tribune, and its subsidiaries, and one was operated by Nexstar. Nexstar was required to divest these stations in order to complete its acquisition of Tribune. On May 1, 2019, we acquired 15 television stations in 10 markets from Cordillera Communications, LLC ("Cordillera"), for $521 million in cash, plus a working capital adjustment of $23.9 million . Effective January 1, 2019, we acquired three television stations owned by Raycom Media ("Raycom") — Waco, Texas ABC affiliate KXXV/KRHD and Tallahassee, Florida ABC affiliate WTXL — for $55 million in cash. These stations were divested as part of Gray Television's acquisition of Raycom. The following table summarizes the fair values of the Raycom, Cordillera and Nexstar-Tribune assets acquired and liabilities assumed at the closing dates. The allocation of purchase price for the Cordillera and Nexstar-Tribune acquisitions reflect preliminary fair values. (in thousands) Raycom Cordillera Nexstar- Tribune Total Accounts receivable $ — $ 26,264 $ — $ 26,264 Current portion of programming — — 11,997 11,997 Other current assets — 986 3,541 4,527 Property and equipment 11,721 53,734 61,909 127,364 Operating lease right-of-use assets 296 4,667 82,447 87,410 Programming (less current portion) — — 9,830 9,830 Goodwill 18,349 254,176 167,322 439,847 Indefinite-lived intangible assets - FCC licenses 6,800 26,700 176,000 209,500 Amortizable intangible assets: Television network affiliation relationships 17,400 169,400 181,000 367,800 Advertiser relationships 700 5,900 7,100 13,700 Other intangible assets — 13,000 — 13,000 Accounts payable — (15 ) — (15 ) Accrued expenses — (5,239 ) (4,580 ) (9,819 ) Current portion of programming liabilities — — (16,211 ) (16,211 ) Other current liabilities — (280 ) (3,185 ) (3,465 ) Operating lease liabilities (296 ) (4,387 ) (79,766 ) (84,449 ) Programming liabilities — — (15,079 ) (15,079 ) Net purchase price $ 54,970 $ 544,906 $ 582,325 $ 1,182,201 Of the value allocated to amortizable intangible assets, television network affiliation relationships have an estimated amortization period of 20 years, advertiser relationships have estimated amortization periods of 5 - 10 years and the value allocated to a shared services agreement has an estimated amortization period of 20 years. The goodwill of $440 million arising from the transactions consists largely of synergies, economies of scale and other benefits of a larger broadcast footprint. We allocated the goodwill to our Local Media segment. We treated the transactions as asset acquisitions for income tax purposes resulting in a step-up in the assets acquired. The goodwill is deductible for income tax purposes. Omny Studio On June 10, 2019, we completed the acquisition of Omny Studio ("Omny") for a cash purchase price of $8.3 million . Omny is a Melbourne, Australia-based podcasting software-as-a-service company operating as a part of Triton in our National Media segment. Omny is an audio-on-demand platform built specifically for professional audio publishers. The platform enables audio publishers to seamlessly record, edit, distribute, monetize and analyze podcast content; replace static ads with dynamically inserted, highly targeted ads; and automates key aspects of campaign management, such as industry separation, frequency capping and volume normalization. The preliminary purchase price allocation assigned $5.3 million to goodwill, $3.8 million to a developed technology intangible asset and the remainder was allocated to various working capital and deferred tax liability accounts. The developed technology intangible asset has an estimated amortization period of 10 years. The goodwill arising from the transaction consists largely of the fact that the addition of Omny's podcast and on-demand audio publishing platform to Triton's portfolio of streaming, advertising and measurement technologies provides audio publishers around the world with a full-stack enterprise solution to increase reach and revenue. Pro forma results of operations Pro forma results of operations, assuming the Cordillera and Nexstar-Tribune acquisitions had taken place at the beginning of 2019, are presented in the following table. The pro forma results do not include Raycom or Omny Studio, as the impact of these acquisitions, 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, Cordillera and Nexstar-Tribune, as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transaction and other transactional adjustments. The pro forma results exclude the $1.2 million of transaction related costs that were expensed in conjunction with the acquisitions and do not include efficiencies, cost reductions or synergies expected to result from the acquisitions. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisitions been completed at the beginning of the period. (in thousands, except per share data) (unaudited) Three Months Ended Operating revenues $ 384,304 Net loss (19,930 ) Net loss per share: Basic $ (0.25 ) Diluted (0.25 ) |
Asset Write-Downs and Other Cha
Asset Write-Downs and Other Charges and Credits | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Asset Write-Downs and Other Charges and Credits | Asset Write-Downs and Other Charges and Credits Loss from operations before income taxes was affected by the following: 2020 - Acquisition and related integration costs of $4.9 million in the first quarter of 2020 reflect contract termination costs and professional service costs incurred to integrate the Cordillera and Nexstar-Tribune television stations. 2019 - Acquisition and related integration costs of $3.5 million in the first quarter of |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We file a consolidated federal income tax return, consolidated unitary tax returns in certain states and other separate state income tax returns for our subsidiary companies. The income tax provision for interim periods is generally determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income (loss) before income tax for the full year and the jurisdictions in which we expect that income will be taxed. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted and signed into law. The CARES Act includes several provisions for corporations including increasing the amount of deductible interest, allowing companies to carryback certain net operating losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect our first quarter income tax provision. We do expect to receive an additional tax refund of $13.9 million from the carryback of NOLs to prior periods. We are currently assessing the future implications of these provisions within the CARES Act on our condensed consolidated financial statements, but do not expect the impact to be material. The effective income tax rate for the three months ended March 31, 2020 and 2019 was (7)% and 39% , 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 and excess tax benefits or expense from the exercise and vesting of share-based compensation awards ( $1.0 million expense in 2020 and $0.6 million benefit in 2019 ). Additionally, in the first quarter of 2020, we had a net discrete tax provision charge of $4.0 million related to state deferred rate changes and state NOL valuation allowance reductions. Deferred tax assets totaled $11.6 million at March 31, 2020 , which includes the tax effect of state NOL carryforwards. 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for office space, data centers and certain equipment. Our leases have remaining lease terms of 1 year to 20 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, 2020 and 2019 totaled $5.6 million and $3.4 million , including short-term lease costs of $0.2 million and $0.1 million , respectively. Other information related to our operating leases was as follows: (in thousands, except lease term and discount rate) As of As of Balance Sheet Information Right-of-use assets $ 135,138 $ 138,640 Other current liabilities 15,170 16,168 Operating lease liabilities 121,947 123,739 Weighted Average Remaining Lease Term Operating leases 11.95 years 12.09 years Weighted Average Discount Rate Operating leases 5.27 % 5.29 % Three Months Ended (in thousands) 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities $ 5,031 $ 3,471 Right-of-use assets obtained in exchange for lease obligations 929 — Future minimum lease payments under non-cancellable operating leases as of March 31, 2020 were as follows: (in thousands) Operating Leases Remainder of 2020 $ 18,072 2021 13,553 2022 16,755 2023 16,886 2024 15,612 Thereafter 105,413 Total future minimum lease payments 186,291 Less: Imputed interest (49,174 ) Total $ 137,117 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill consisted of the following: (in thousands) Local Media National Media Total Gross balance as of December 31, 2019 $ 1,143,859 $ 395,313 $ 1,539,172 Accumulated impairment losses (216,914 ) (50,403 ) (267,317 ) Net balance as of December 31, 2019 $ 926,945 $ 344,910 $ 1,271,855 Gross balance as of March 31, 2020 $ 1,147,347 $ 395,297 $ 1,542,644 Accumulated impairment losses (216,914 ) (50,403 ) (267,317 ) Net balance as of March 31, 2020 $ 930,433 $ 344,894 $ 1,275,327 Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 616,244 $ 616,244 Customer lists and advertiser relationships 111,700 111,700 Other 109,281 109,156 Total carrying amount 837,225 837,100 Accumulated amortization: Television network affiliation relationships (90,872 ) (82,917 ) Customer lists and advertiser relationships (51,419 ) (48,586 ) Other (33,058 ) (29,721 ) Total accumulated amortization (175,349 ) (161,224 ) Net amortizable intangible assets 661,876 675,876 Indefinite-lived intangible assets — FCC licenses 385,915 385,915 Total other intangible assets $ 1,047,791 $ 1,061,791 Estimated amortization expense of intangible assets for each of the next five years is $43.3 million for the remainder of 2020 , $55.2 million in 2021 , $49.8 million in 2022 , $44.7 million in 2023 , $42.9 million in 2024 , $40.0 million in 2025 and $386.0 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. Our reporting units are Local Media, Katz, Triton, Stitcher and Newsy. 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. Weakness in economic conditions toward the end of the first quarter, reflecting the impact of the COVID-19 pandemic, and declines in our stock price, created indications of fair value declines for our reporting units as of March 31, 2020. Accordingly, during the quarter, we considered impacts to the estimated fair values for each of our reporting units to determine if it was more likely than not that fair value had declined below carrying value. Our analysis primarily relied upon market data and discounted cash flow analyses. The use of a discounted cash flow approach requires significant judgment to estimate future cash flows of the business and the period of time over which those cash flows will occur, as well as to determine an appropriate discount rate. While we believe the estimates and judgments used in the discounted cash flow analyses for our reporting units were appropriate, different assumptions with respect to future cash flows, long-term growth rates and discount rates, could produce different estimates of value. We concluded that it was not more likely than not that the carrying value for any of our reporting units exceeded its fair value. However, the discounted cash flow values for each of our reporting units were lower than the values determined during our 2019 annual impairment test. In 2019, the fair value for our Local Media reporting unit exceeded its carrying value by approximately 25% and our other reporting units exceeded their carrying values by over 30% . The Local Media reporting unit has $0.9 billion of goodwill or 73% of the consolidated total for the Company. We also concluded that it was not more likely than not that the carrying value of any of our FCC licenses exceeded their fair values. Our FCC licenses are indefinite-lived assets that are not subject to amortization. The value of a FCC license is estimated using an income approach, which requires multiple assumptions relating to the future prospects of each individual FCC license. While we believe the estimates and judgments used in determining that it was not more likely than not that the carrying values of the FCC licenses exceeded fair values were appropriate, different assumptions with respect to the income approach could produce different estimates of value. For example, as it relates to our 2019 annual impairment test, a 50-basis point increase in discount rates would reduce the aggregate fair value of the FCC licenses by approximately $65 million . |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: (in thousands) As of As of Revolving credit facility $ 175,000 $ — Senior unsecured notes, due in 2025 400,000 400,000 Senior unsecured notes, due in 2027 500,000 500,000 Term loan, due in 2024 292,500 293,250 Term loan, due in 2026 757,369 759,272 Total outstanding principal 2,124,869 1,952,522 Less: Debt issuance costs and issuance discounts (36,025 ) (37,492 ) Less: Current portion (10,612 ) (10,612 ) Net carrying value of long-term debt $ 2,078,232 $ 1,904,418 Fair value of long-term debt * $ 1,979,412 $ 1,991,164 * Fair values of the 2025 and 2027 Senior Notes are estimated based on quoted private market transactions and are classified as Level 1 in the fair value hierarchy. The fair values of the term loans are based on observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy. 2025 Senior Unsecured Notes On April 28, 2017, we issued $400 million senior unsecured notes ("the 2025 Senior Notes"), which bear interest at a rate of 5.125% per annum and mature on May 15, 2025 . The 2025 Senior Notes were priced at 100% of par value and interest is payable semi-annually on May 15 and November 15. Prior to May 15, 2020, we may redeem the 2025 Senior Notes, in whole or in part, at any time, or from time to time, at a price equal to 100% of the principal amount of the 2025 Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium, as set forth in the 2025 Senior Notes indenture. In addition, on or prior to May 15, 2020 , we may redeem up to 40% of the 2025 Senior Notes, using proceeds of equity offerings. If we sell certain of our assets or have a change of control, the holders of the 2025 Senior Notes may require us to repurchase some or all of the notes. The 2025 Senior Notes are also guaranteed by us and the majority of our subsidiaries. The 2025 Senior Notes contain covenants that, among other things, limit the ability to incur additional debt, make certain restricted payments, and/or create liens, that are typical for borrowing transactions of this nature. We incurred approximately $7.0 million of deferred financing costs in connection with the issuance of the 2025 Senior Notes, which are being amortized over the life of the notes. 2027 Senior Unsecured Notes On July 26, 2019, our wholly-owned subsidiary, Scripps Escrow, Inc. ("Scripps Escrow"), 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, commencing on January 15, 2020. Prior to July 15, 2022, we may redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes at a redemption price of 105.875% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the notes before 2022 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date. 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 that, among other things, limit the ability to incur additional debt, make certain restricted payments, and/or create liens, 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. Scripps Senior Secured Credit Agreement On October 2, 2017, we issued a $300 million term loan B which matures in October 2024 ("2024 term loan"). We amended the term loan on April 4, 2018, reducing the interest rate by 25 basis points . Following the amendment, interest is payable on the 2024 term loan at a rate based on LIBOR, plus a fixed margin of 2.00% . Interest will reduce to a rate of LIBOR plus a fixed margin of 1.75% if the Company’s total net leverage, as defined by the amended agreement, is below 2.75 . The 2024 term loan requires annual principal payments of $3 million . As of March 31, 2020 and December 31, 2019 , the interest rate on the 2024 term loan was 2.99% and 3.80% , respectively. The weighted-average interest rate was 3.67% and 4.50% for the three months ended March 31, 2020 and 2019 , respectively. On May 1, 2019, we entered into a Fourth Amendment to the Third Amended and Restated Credit Agreement ("Fourth Amendment"). Under the Fourth Amendment, we issued a $765 million term loan B ("2026 term loan") that matures in May 2026 with interest payable at rates based on LIBOR, plus a fixed margin of 2.75% . We amended this term loan on December 18, 2019, reducing the interest rate by 25 basis points . Following the amendment, interest is payable on the 2026 term loan at a rate based on LIBOR, plus a fixed margin of 2.50% . 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, 2020 and December 31, 2019 , the interest rate on the 2026 term loan was 3.49% and 4.30% , respectively. The weighted-average interest rate on the term loan was 4.17% for the three months ended March 31, 2020 . We have a $210 million revolving credit facility ("Revolving Credit Facility") that expires in April 2022. Commitment fees of 0.30% to 0.50% per annum, based on our leverage ratio, of the total unused commitment are payable under the Revolving Credit Facility. Interest is payable on the Revolving Credit Facility at rates based on LIBOR, plus a margin based on our leverage ratio, ranging from 1.75% to 2.50% . As of March 31, 2020 , we had $ 175 million outstanding under the Revolving Credit Facility with an interest rate of 3.03% . The weighted-average interest rate over the period during which we had a drawn revolver balance in 2020 was 3.73% . As of March 31, 2020 and December 31, 2019 , we had outstanding letters of credit totaling $6.8 million and $6.0 million , respectively, under the Revolving Credit Facility. The Senior Secured Credit Agreement contains covenants that limit our ability to incur additional debt and provide 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 4.5 to 1.0 when we have outstanding borrowings on the facility. As of March 31, 2020 |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 19,795 $ 21,403 Deferred FCC repack income 38,720 36,770 Programming liability 47,912 57,291 Liability for pension benefits 184,912 190,219 Other 9,991 10,265 Other liabilities (less current portion) $ 301,330 $ 315,948 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table presents additional information about the change in certain working capital accounts: Three Months Ended (in thousands) 2020 2019 Accounts receivable $ 12,158 $ 4,031 Other current assets (11,569 ) (4,812 ) Accounts payable 14,032 4,539 Accrued employee compensation and benefits (14,813 ) (22,399 ) Accrued interest (1,172 ) 5,124 Other accrued liabilities 14,603 (4,789 ) Unearned revenue (3,106 ) (3,339 ) Other, net 863 (4,131 ) Total $ 10,996 $ (25,776 ) |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). The accrual for future benefits has been frozen in our defined benefit pension plan and SERPs. We sponsor a defined contribution plan covering substantially all non-union and certain union employees. We match a portion of employees' voluntary contributions to this plan. Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans. The components of the employee benefit plans expense consisted of the following: Three Months Ended (in thousands) 2020 2019 Interest cost $ 4,917 $ 5,800 Expected return on plan assets, net of expenses (5,256 ) (5,058 ) Amortization of actuarial loss and prior service cost 1,125 572 Total for defined benefit pension plan 786 1,314 Multi-employer plans 9 41 SERPs 240 258 Defined contribution plan 3,779 2,995 Net periodic benefit cost $ 4,814 $ 4,608 We contributed $0.3 million to fund current benefit payments for our SERPs and $4.8 million for our defined benefit pension plan during the three months ended March 31, 2020 . During the remainder of 2020 , we anticipate contributing an additional $1.0 million to fund the SERPs' benefit payments. We are required to contribute an additional $27.0 million to fund our qualified defined benefit pension plan in order to meet our 2020 funding requirements under the provisions of the Pension Funding Equity Act of 2004 and the Pension Protection Act of 2006. In response to COVID-19, President Donald Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act provides a provision to defer 2020 pension contributions until January 1, 2021. We anticipate delaying the payment of 2020 pension contributions in accordance with the CARES Act provision. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We determine our business segments based upon our management and internal reporting structures, as well as the basis on which our chief operating decision maker makes resource-allocation decisions. We report our financial performance based on the following segments: Local Media, National Media, Other. Our Local Media segment includes our 60 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 13 CW affiliates - five on full power stations and eight on multicast; two MyNetworkTV affiliates; two independent stations and nine 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 and satellite carriers. We also receive retransmission fees from over-the-top virtual MVPDs such as Hulu, YouTubeTV and AT&T Now. Our National Media segment includes our collection of national brands. Our national brands include Katz, Stitcher and its advertising network Midroll Media (Midroll), Newsy, Triton and other national brands. These operations earn revenue primarily through the sale of advertising. We allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services, to our business segments. The allocations are generally amounts agreed upon by management, which may differ from an arms-length amount. Our chief operating decision maker evaluates the operating performance of our business segments and makes decisions about the allocation of resources to our business segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan expense, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America. Information regarding our business segments is as follows: Three Months Ended (in thousands) 2020 2019 Segment operating revenues: Local Media $ 321,804 $ 203,387 National Media 107,602 87,317 Other 1,500 1,459 Total operating revenues $ 430,906 $ 292,163 Segment profit (loss): Local Media $ 55,977 $ 34,173 National Media 11,785 4,941 Other (170 ) (433 ) Shared services and corporate (18,654 ) (16,158 ) Acquisition and related integration costs (4,910 ) (3,480 ) Restructuring costs — (938 ) Depreciation and amortization of intangible assets (27,915 ) (17,792 ) Gains (losses), net on disposal of property and equipment (1,433 ) (173 ) Interest expense (25,798 ) (8,916 ) Defined benefit pension plan expense (1,026 ) (1,572 ) Miscellaneous, net 1,114 (800 ) Loss from operations before income taxes $ (11,030 ) $ (11,148 ) Depreciation: Local Media $ 11,490 $ 7,591 National Media 1,620 1,004 Other 37 38 Shared services and corporate 381 342 Total depreciation $ 13,528 $ 8,975 Amortization of intangible assets: Local Media $ 9,921 $ 3,958 National Media 4,128 4,521 Shared services and corporate 338 338 Total amortization of intangible assets $ 14,387 $ 8,817 Additions to property and equipment: Local Media $ 14,441 $ 9,480 National Media 1,854 4,290 Other 5 31 Shared services and corporate 114 411 Total additions to property and equipment $ 16,414 $ 14,212 A disaggregation of the principal activities from which we generate revenue is as follows: Three Months Ended (in thousands) 2020 2019 Operating revenues: Core advertising $ 240,994 $ 173,361 Political 18,720 880 Retransmission and carriage 138,950 87,283 Other 32,242 30,639 Total operating revenues $ 430,906 $ 292,163 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law. Share Repurchase Plan — Shares may be repurchased from time to time at management's discretion. Shares can be repurchased under an authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. In November 2016, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares. We repurchased a total of $50.3 million of shares under this authorization prior to its expiration on March 1, 2020 . In February 2020, our Board of Directors authorized a new share repurchase program of up to $100 million of our Class A Common shares through March 1, 2022 . No shares were repurchased under either authorization during the first quarter of 2020 . During the three months ended March 31, 2019 , we repurchased $0.6 million of shares at prices ranging from $15.54 to $18.72 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows: Three Months Ended March 31, 2020 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2019 $ (98,734 ) $ (255 ) $ (98,989 ) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $286 (a) 902 6 908 Net current-period other comprehensive income (loss) 902 6 908 Ending balance, March 31, 2020 $ (97,832 ) $ (249 ) $ (98,081 ) Three Months Ended March 31, 2019 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2018 $ (95,365 ) $ (32 ) $ (95,397 ) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $155 (a) 460 — 460 Net current-period other comprehensive income (loss) 460 — 460 Ending balance, March 31, 2019 $ (94,905 ) $ (32 ) $ (94,937 ) (a) Actuarial gain (loss) is included in defined benefit pension plan expense in the condensed consolidated statements of operations |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2019 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. |
Principles of Consolidation | Principles of Consolidation — The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities (VIEs) for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. Noncontrolling interest represents an owner’s share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation. Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees. |
Nature of Operations | Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national media brands. All of our businesses provide content and services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: Local Media, National Media and Other. Additional information for our business segments is presented in the Notes to Condensed Consolidated Financial Statements. |
Use of Estimates | Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plans; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks. While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements. |
Nature of Products and Services | Nature of Products and Services — The following is a description of principal activities from which we generate revenue. Core Advertising — Core advertising is comprised of sales to local and national customers. The advertising includes a combination of broadcast air time, as well as digital advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Advertising time is sold through a combination of local sales staff and national sales representative firms. Digital revenues are primarily generated from the sale of advertising to local and national customers on our local television websites, smartphone apps, tablet apps and other platforms. Political Advertising — Political advertising is generally sold through our Washington D.C. sales office. Advertising is sold to presidential, gubernatorial, Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) or other advocacy groups. Retransmission Revenues — We earn revenue from retransmission consent agreements with multi-channel video programming distributors (“MVPDs”) in our markets. The MVPDs are cable operators and satellite carriers who pay us to offer our programming to their customers. We also receive fees from over-the-top virtual MVPDs such as Hulu, YouTubeTV and AT&T Now. The fees we receive are typically based on the number of subscribers in our local market and the contracted rate per subscriber. Other Products and Services — We derive revenue from sponsorships and community events through our Local Media segment. Our National Media segment offers subscription services for access to premium content to its customers. Our Triton business earns revenue from monthly fees charged to audio publishers for converting their content into digital audio streams and inserting digital advertising into those audio streams and providing statistical measurement information about their listening audience. Our podcast business acts as a sales and marketing representative and earns commission for its work. Refer to Note 12 . Segment Information for further information, including revenue by significant product and service offering. |
Revenue Recognition and Contract Balances | Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers. Advertising — Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied. Retransmission — Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD. Other — Revenues generated by our Triton business are recognized on a ratable basis over the contract term as the monthly service is provided to the customer. Contract Balances — Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We 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 $4.0 million at March 31, 2020 and $3.5 million at December 31, 2019 . 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 $8.6 million at March 31, 2020 and is expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $11.7 million at December 31, 2019 . We recorded $6.0 million of revenue in the three months ended March 31, 2020 that was included in unearned revenue at December 31, 2019 . |
Transaction Price Allocated to Remaining Performance Obligations | Transaction Price Allocated to Remaining Performance Obligations — As of March 31, 2020 , we had an aggregate transaction price of $53.2 million allocated to unsatisfied performance obligations related to contracts within our Triton business, most of which is expected to be recognized into revenue over the next 24 months. We did not disclose the value of unsatisfied performance obligations on any other contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Leases | Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The operating lease ROU asset also includes any payments made at or before commencement and is reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Share-Based Compensation | Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2019 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs) and unrestricted Class A Common shares and performance units to key employees and non-employee directors. Share-based compensation costs totaled $4.2 million and $5.8 million for the first quarter of 2020 and 2019 , respectively. |
Earnings Per Share (EPS) | Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Components of basic and diluted weighted-average shares | The following table presents information about basic and diluted weighted-average shares outstanding: Three Months Ended (in thousands) 2020 2019 Numerator (for basic and diluted earnings per share) Net loss $ (11,809 ) $ (6,814 ) Less income allocated to RSUs — — Numerator for basic and diluted earnings per share $ (11,809 ) $ (6,814 ) Denominator Basic weighted-average shares outstanding 81,077 80,673 Effect of dilutive securities: Restricted stock units — — Diluted weighted-average shares outstanding 81,077 80,673 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the Raycom, Cordillera and Nexstar-Tribune assets acquired and liabilities assumed at the closing dates. The allocation of purchase price for the Cordillera and Nexstar-Tribune acquisitions reflect preliminary fair values. (in thousands) Raycom Cordillera Nexstar- Tribune Total Accounts receivable $ — $ 26,264 $ — $ 26,264 Current portion of programming — — 11,997 11,997 Other current assets — 986 3,541 4,527 Property and equipment 11,721 53,734 61,909 127,364 Operating lease right-of-use assets 296 4,667 82,447 87,410 Programming (less current portion) — — 9,830 9,830 Goodwill 18,349 254,176 167,322 439,847 Indefinite-lived intangible assets - FCC licenses 6,800 26,700 176,000 209,500 Amortizable intangible assets: Television network affiliation relationships 17,400 169,400 181,000 367,800 Advertiser relationships 700 5,900 7,100 13,700 Other intangible assets — 13,000 — 13,000 Accounts payable — (15 ) — (15 ) Accrued expenses — (5,239 ) (4,580 ) (9,819 ) Current portion of programming liabilities — — (16,211 ) (16,211 ) Other current liabilities — (280 ) (3,185 ) (3,465 ) Operating lease liabilities (296 ) (4,387 ) (79,766 ) (84,449 ) Programming liabilities — — (15,079 ) (15,079 ) Net purchase price $ 54,970 $ 544,906 $ 582,325 $ 1,182,201 |
Schedule of Pro Forma Information | Pro forma results of operations, assuming the Cordillera and Nexstar-Tribune acquisitions had taken place at the beginning of 2019, are presented in the following table. The pro forma results do not include Raycom or Omny Studio, as the impact of these acquisitions, 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, Cordillera and Nexstar-Tribune, as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transaction and other transactional adjustments. The pro forma results exclude the $1.2 million of transaction related costs that were expensed in conjunction with the acquisitions and do not include efficiencies, cost reductions or synergies expected to result from the acquisitions. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisitions been completed at the beginning of the period. (in thousands, except per share data) (unaudited) Three Months Ended Operating revenues $ 384,304 Net loss (19,930 ) Net loss per share: Basic $ (0.25 ) Diluted (0.25 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Information Related to Operating Leases | Other information related to our operating leases was as follows: (in thousands, except lease term and discount rate) As of As of Balance Sheet Information Right-of-use assets $ 135,138 $ 138,640 Other current liabilities 15,170 16,168 Operating lease liabilities 121,947 123,739 Weighted Average Remaining Lease Term Operating leases 11.95 years 12.09 years Weighted Average Discount Rate Operating leases 5.27 % 5.29 % |
Schedule of Lease Cost Information | Three Months Ended (in thousands) 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities $ 5,031 $ 3,471 Right-of-use assets obtained in exchange for lease obligations 929 — |
Schedule of Minimum Lease Payments Under Non-Cancellable Operating Leases | Future minimum lease payments under non-cancellable operating leases as of March 31, 2020 were as follows: (in thousands) Operating Leases Remainder of 2020 $ 18,072 2021 13,553 2022 16,755 2023 16,886 2024 15,612 Thereafter 105,413 Total future minimum lease payments 186,291 Less: Imputed interest (49,174 ) Total $ 137,117 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following: (in thousands) Local Media National Media Total Gross balance as of December 31, 2019 $ 1,143,859 $ 395,313 $ 1,539,172 Accumulated impairment losses (216,914 ) (50,403 ) (267,317 ) Net balance as of December 31, 2019 $ 926,945 $ 344,910 $ 1,271,855 Gross balance as of March 31, 2020 $ 1,147,347 $ 395,297 $ 1,542,644 Accumulated impairment losses (216,914 ) (50,403 ) (267,317 ) Net balance as of March 31, 2020 $ 930,433 $ 344,894 $ 1,275,327 |
Summary of other finite-lived intangible assets | Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 616,244 $ 616,244 Customer lists and advertiser relationships 111,700 111,700 Other 109,281 109,156 Total carrying amount 837,225 837,100 Accumulated amortization: Television network affiliation relationships (90,872 ) (82,917 ) Customer lists and advertiser relationships (51,419 ) (48,586 ) Other (33,058 ) (29,721 ) Total accumulated amortization (175,349 ) (161,224 ) Net amortizable intangible assets 661,876 675,876 Indefinite-lived intangible assets — FCC licenses 385,915 385,915 Total other intangible assets $ 1,047,791 $ 1,061,791 |
Summary of other indefinite-lived intangible assets | Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 616,244 $ 616,244 Customer lists and advertiser relationships 111,700 111,700 Other 109,281 109,156 Total carrying amount 837,225 837,100 Accumulated amortization: Television network affiliation relationships (90,872 ) (82,917 ) Customer lists and advertiser relationships (51,419 ) (48,586 ) Other (33,058 ) (29,721 ) Total accumulated amortization (175,349 ) (161,224 ) Net amortizable intangible assets 661,876 675,876 Indefinite-lived intangible assets — FCC licenses 385,915 385,915 Total other intangible assets $ 1,047,791 $ 1,061,791 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Components of Long-term debt | Long-term debt consisted of the following: (in thousands) As of As of Revolving credit facility $ 175,000 $ — Senior unsecured notes, due in 2025 400,000 400,000 Senior unsecured notes, due in 2027 500,000 500,000 Term loan, due in 2024 292,500 293,250 Term loan, due in 2026 757,369 759,272 Total outstanding principal 2,124,869 1,952,522 Less: Debt issuance costs and issuance discounts (36,025 ) (37,492 ) Less: Current portion (10,612 ) (10,612 ) Net carrying value of long-term debt $ 2,078,232 $ 1,904,418 Fair value of long-term debt * $ 1,979,412 $ 1,991,164 * Fair values of the 2025 and 2027 Senior Notes are estimated based on quoted private market transactions and are classified as Level 1 in the fair value hierarchy. The fair values of the term loans are based on observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy. |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 19,795 $ 21,403 Deferred FCC repack income 38,720 36,770 Programming liability 47,912 57,291 Liability for pension benefits 184,912 190,219 Other 9,991 10,265 Other liabilities (less current portion) $ 301,330 $ 315,948 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Change in certain working capital accounts | The following table presents additional information about the change in certain working capital accounts: Three Months Ended (in thousands) 2020 2019 Accounts receivable $ 12,158 $ 4,031 Other current assets (11,569 ) (4,812 ) Accounts payable 14,032 4,539 Accrued employee compensation and benefits (14,813 ) (22,399 ) Accrued interest (1,172 ) 5,124 Other accrued liabilities 14,603 (4,789 ) Unearned revenue (3,106 ) (3,339 ) Other, net 863 (4,131 ) Total $ 10,996 $ (25,776 ) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Components of benefit expense | The components of the employee benefit plans expense consisted of the following: Three Months Ended (in thousands) 2020 2019 Interest cost $ 4,917 $ 5,800 Expected return on plan assets, net of expenses (5,256 ) (5,058 ) Amortization of actuarial loss and prior service cost 1,125 572 Total for defined benefit pension plan 786 1,314 Multi-employer plans 9 41 SERPs 240 258 Defined contribution plan 3,779 2,995 Net periodic benefit cost $ 4,814 $ 4,608 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Information regarding business segments | Information regarding our business segments is as follows: Three Months Ended (in thousands) 2020 2019 Segment operating revenues: Local Media $ 321,804 $ 203,387 National Media 107,602 87,317 Other 1,500 1,459 Total operating revenues $ 430,906 $ 292,163 Segment profit (loss): Local Media $ 55,977 $ 34,173 National Media 11,785 4,941 Other (170 ) (433 ) Shared services and corporate (18,654 ) (16,158 ) Acquisition and related integration costs (4,910 ) (3,480 ) Restructuring costs — (938 ) Depreciation and amortization of intangible assets (27,915 ) (17,792 ) Gains (losses), net on disposal of property and equipment (1,433 ) (173 ) Interest expense (25,798 ) (8,916 ) Defined benefit pension plan expense (1,026 ) (1,572 ) Miscellaneous, net 1,114 (800 ) Loss from operations before income taxes $ (11,030 ) $ (11,148 ) Depreciation: Local Media $ 11,490 $ 7,591 National Media 1,620 1,004 Other 37 38 Shared services and corporate 381 342 Total depreciation $ 13,528 $ 8,975 Amortization of intangible assets: Local Media $ 9,921 $ 3,958 National Media 4,128 4,521 Shared services and corporate 338 338 Total amortization of intangible assets $ 14,387 $ 8,817 Additions to property and equipment: Local Media $ 14,441 $ 9,480 National Media 1,854 4,290 Other 5 31 Shared services and corporate 114 411 Total additions to property and equipment $ 16,414 $ 14,212 |
Disaggregation of Principal Revenue Generating Activities | A disaggregation of the principal activities from which we generate revenue is as follows: Three Months Ended (in thousands) 2020 2019 Operating revenues: Core advertising $ 240,994 $ 173,361 Political 18,720 880 Retransmission and carriage 138,950 87,283 Other 32,242 30,639 Total operating revenues $ 430,906 $ 292,163 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive 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, 2020 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2019 $ (98,734 ) $ (255 ) $ (98,989 ) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $286 (a) 902 6 908 Net current-period other comprehensive income (loss) 902 6 908 Ending balance, March 31, 2020 $ (97,832 ) $ (249 ) $ (98,081 ) Three Months Ended March 31, 2019 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2018 $ (95,365 ) $ (32 ) $ (95,397 ) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $155 (a) 460 — 460 Net current-period other comprehensive income (loss) 460 — 460 Ending balance, March 31, 2019 $ (94,905 ) $ (32 ) $ (94,937 ) (a) Actuarial gain (loss) is included in defined benefit pension plan expense in the condensed consolidated statements of operations |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Unsatisfied performance obligation | $ 53,200 | ||
Allowance for doubtful accounts | 4,000 | $ 3,500 | |
Unearned revenue | 8,572 | $ 11,678 | |
Prior year unearned revenue recognized in period | 6,000 | ||
Share-based compensation costs | $ 4,200 | $ 5,800 | |
Antidilutive securities excluded from computation of Earnings Per Share, amount | 2.2 | 1.4 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator (for basic and diluted earnings per share) | ||
Net loss | $ (11,809) | $ (6,814) |
Income allocated to RSUs | 0 | 0 |
Numerator for basic and diluted earnings per share | $ (11,809) | $ (6,814) |
Denominator | ||
Basic weighted-average shares outstanding | 81,077 | 80,673 |
Effect of dilutive securities: | ||
Restricted stock units | 0 | 0 |
Diluted weighted-average shares outstanding | 81,077 | 80,673 |
Recently Adopted Standards an_2
Recently Adopted Standards and Issued Accounting Standards (Details) - Accounting Standards Update 2016-13 - USD ($) $ in Millions | Dec. 31, 2019 | Mar. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment for changes in accounting standard | $ 0.7 | |
Increase in allowance for doubtful accounts | $ 0.7 |
Acquisitions - Acquisition Info
Acquisitions - Acquisition Information (Details) $ in Thousands | Sep. 19, 2019USD ($)television_station | Jun. 10, 2019USD ($) | May 01, 2019USD ($)television_station | Jan. 01, 2019USD ($)television_station | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||
Programming | $ 7,779 | $ 60,184 | ||||
Programming (less current portion) | 146,187 | 96,256 | ||||
Goodwill | 1,275,327 | 1,271,855 | ||||
Indefinite-lived intangible assets - FCC licenses | 385,915 | 385,915 | ||||
Current programming liability | 75,004 | 96,682 | ||||
Programming liability | (47,912) | $ (57,291) | ||||
Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Number of businesses acquired | television_station | 8 | |||||
Business acquisition, purchase price | $ 582,000 | |||||
Programming | 11,997 | |||||
Other current assets | 3,541 | |||||
Property and equipment | 61,909 | |||||
Right-of-use assets | 82,447 | |||||
Programming (less current portion) | 9,830 | |||||
Goodwill | 167,322 | |||||
Accrued expenses | (4,580) | |||||
Current programming liability | 16,211 | |||||
Other current liabilities | (3,185) | |||||
Operating lease liabilities | (79,766) | |||||
Programming liability | (15,079) | |||||
Net purchase price | 582,325 | |||||
Cordillera Communications, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Number of businesses acquired | television_station | 15 | |||||
Business acquisition, purchase price | $ 521,000 | |||||
Net working capital adjustment used in combination | 23,900 | |||||
Accounts receivable | 26,264 | |||||
Other current assets | 986 | |||||
Property and equipment | 53,734 | |||||
Right-of-use assets | 4,667 | |||||
Goodwill | 254,176 | |||||
Accounts payable | (15) | |||||
Accrued expenses | (5,239) | |||||
Other current liabilities | (280) | |||||
Operating lease liabilities | (4,387) | |||||
Net purchase price | 544,906 | |||||
Raycom Media, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Number of businesses acquired | television_station | 3 | |||||
Business acquisition, purchase price | $ 55,000 | |||||
Property and equipment | 11,721 | |||||
Right-of-use assets | 296 | |||||
Goodwill | 18,349 | |||||
Operating lease liabilities | (296) | |||||
Net purchase price | 54,970 | |||||
Raycom Media, Inc., Cordillera Communications, LLC And Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | 26,264 | |||||
Programming | 11,997 | |||||
Other current assets | 4,527 | |||||
Property and equipment | 127,364 | |||||
Right-of-use assets | 87,410 | |||||
Programming (less current portion) | 9,830 | |||||
Goodwill | 439,847 | |||||
Accounts payable | (15) | |||||
Accrued expenses | (9,819) | |||||
Current programming liability | 16,211 | |||||
Other current liabilities | (3,465) | |||||
Operating lease liabilities | (84,449) | |||||
Programming liability | (15,079) | |||||
Net purchase price | 1,182,201 | |||||
Omny Studio | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, purchase price | $ 8,300 | |||||
Goodwill | 5,300 | |||||
Television network affiliation relationships | Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | 181,000 | |||||
Television network affiliation relationships | Cordillera Communications, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | 169,400 | |||||
Television network affiliation relationships | Raycom Media, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | 17,400 | |||||
Television network affiliation relationships | Raycom Media, Inc., Cordillera Communications, LLC And Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | $ 367,800 | |||||
Intangible asset, estimated amortization period | 20 years | |||||
Advertiser relationships | Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | 7,100 | |||||
Advertiser relationships | Cordillera Communications, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | 5,900 | |||||
Advertiser relationships | Raycom Media, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | 700 | |||||
Advertiser relationships | Raycom Media, Inc., Cordillera Communications, LLC And Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | $ 13,700 | |||||
Advertiser relationships | Raycom Media, Inc., Cordillera Communications, LLC And Nexstar Media Group, Inc. | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset, estimated amortization period | 5 years | |||||
Advertiser relationships | Raycom Media, Inc., Cordillera Communications, LLC And Nexstar Media Group, Inc. | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset, estimated amortization period | 10 years | |||||
Shared Service Agreements | Cordillera Communications, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | $ 13,000 | |||||
Intangible asset, estimated amortization period | 20 years | |||||
Shared Service Agreements | Raycom Media, Inc., Cordillera Communications, LLC And Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | $ 13,000 | |||||
Developed Technology Rights | Omny Studio | ||||||
Business Acquisition [Line Items] | ||||||
Other intangible assets | $ 3,800 | |||||
Intangible asset, estimated amortization period | 10 years | |||||
Indefinite-lived intangible assets - FCC licenses | Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Indefinite-lived intangible assets - FCC licenses | $ 176,000 | |||||
Indefinite-lived intangible assets - FCC licenses | Cordillera Communications, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Indefinite-lived intangible assets - FCC licenses | $ 26,700 | |||||
Indefinite-lived intangible assets - FCC licenses | Raycom Media, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Indefinite-lived intangible assets - FCC licenses | $ 6,800 | |||||
Indefinite-lived intangible assets - FCC licenses | Raycom Media, Inc., Cordillera Communications, LLC And Nexstar Media Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Indefinite-lived intangible assets - FCC licenses | $ 209,500 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Operating revenues | $ 384,304 |
Net loss | $ (19,930) |
Net loss per share - basic | $ / shares | $ (0.25) |
Net loss per share - diluted | $ / shares | $ (0.25) |
Cordillera Communications, LLC and Nexstar Media Group, Inc. | |
Transaction related costs | $ 1,200 |
Asset Write-Downs and Other C_2
Asset Write-Downs and Other Charges and Credits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | ||
Acquisition and related integration costs | $ 4,910 | $ 3,480 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | (7.00%) | 39.00% | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | $ 1 | ||
Excess tax benefits on share-based compensation | $ 0.6 | ||
Deferred tax assets | 11.6 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Income Tax Expense (Benefit), Discreet Tax Provision Charge | $ 4 | ||
Scenario, Forecast | |||
Operating Loss Carryforwards [Line Items] | |||
Proceeds from Income Tax Refunds | $ 13.9 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Option to extend leases | 5 years | |
Option to terminate leases | 1 year | |
Operating lease costs | $ 5.6 | $ 3.4 |
Short-term lease costs | $ 0.2 | $ 0.1 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 20 years |
Leases - Information Related to
Leases - Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Right-of-use assets | $ 135,138 | $ 138,640 |
Other current liabilities | 15,170 | 16,168 |
Operating lease liabilities | $ 121,947 | $ 123,739 |
Weighted Average Remaining Lease Term | 11 years 11 months 12 days | 12 years 1 month 2 days |
Weighted Average Discount Rate | 5.27% | 5.29% |
Leases - Lease Cost Information
Leases - Lease Cost Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 5,031 | $ 3,471 |
Right-of-use assets obtained in exchange for lease obligations | $ 929 | $ 0 |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 18,072 |
2021 | 13,553 |
2022 | 16,755 |
2023 | 16,886 |
2024 | 15,612 |
Thereafter | 105,413 |
Total future minimum lease payments | 186,291 |
Less: Imputed interest | (49,174) |
Total | $ 137,117 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 1,539,172 |
Accumulated impairment losses, beginning balance | (267,317) |
Goodwill net, beginning balance | 1,271,855 |
Goodwill, gross, ending balance | 1,542,644 |
Accumulated impairment losses, ending balance | (267,317) |
Goodwill net, ending balance | 1,275,327 |
Local Media | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 1,143,859 |
Accumulated impairment losses, beginning balance | (216,914) |
Goodwill net, beginning balance | 926,945 |
Goodwill, gross, ending balance | 1,147,347 |
Accumulated impairment losses, ending balance | (216,914) |
Goodwill net, ending balance | 930,433 |
National Media | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 395,313 |
Accumulated impairment losses, beginning balance | (50,403) |
Goodwill net, beginning balance | 344,910 |
Goodwill, gross, ending balance | 395,297 |
Accumulated impairment losses, ending balance | (50,403) |
Goodwill net, ending balance | $ 344,894 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of other intangible assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying amount: | ||
Total carrying amount | $ 837,225 | $ 837,100 |
Accumulated amortization: | ||
Total accumulated amortization | (175,349) | (161,224) |
Net amortizable intangible assets | 661,876 | 675,876 |
Indefinite-lived intangible assets — FCC licenses | 385,915 | 385,915 |
Total other intangible assets | 1,047,791 | 1,061,791 |
Television network affiliation relationships | ||
Carrying amount: | ||
Total carrying amount | 616,244 | 616,244 |
Accumulated amortization: | ||
Total accumulated amortization | (90,872) | (82,917) |
Customer lists and advertiser relationships | ||
Carrying amount: | ||
Total carrying amount | 111,700 | 111,700 |
Accumulated amortization: | ||
Total accumulated amortization | (51,419) | (48,586) |
Other | ||
Carrying amount: | ||
Total carrying amount | 109,281 | 109,156 |
Accumulated amortization: | ||
Total accumulated amortization | $ (33,058) | $ (29,721) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 43,300 | |
Finite-Lived Intangible Assets, Amortization Expense, Year One | 55,200 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 49,800 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 44,700 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 42,900 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 40,000 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 386,000 | |
Goodwill | 1,275,327 | $ 1,271,855 |
Local Media | ||
Goodwill | $ 930,433 | 926,945 |
Goodwill, Percentage Of Consolidated Goodwill Total | 73.00% | |
Indefinite-lived intangible assets - FCC licenses | ||
Intangible Asset, Sensitivity Analysis of Fair Value, Impact Of 50 Basis Point Increase In Discount Rate | $ 65,000 | |
Other Reporting Units | ||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 30.00% | |
Local Media | ||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 25.00% |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | May 01, 2019 | Apr. 28, 2017 | |
Components of Long-term debt | |||||
Total outstanding principal | $ 2,124,869 | $ 1,952,522 | |||
Less: Debt issuance costs and issuance discounts | (36,025) | (37,492) | |||
Less: Current portion | (10,612) | (10,612) | |||
Long-term debt (less current portion) | 2,078,232 | 1,904,418 | |||
Fair value of long-term debt | [1] | 1,979,412 | 1,991,164 | ||
Senior unsecured notes, due in 2025 | Senior unsecured notes | |||||
Components of Long-term debt | |||||
Total outstanding principal | 400,000 | 400,000 | |||
Less: Debt issuance costs and issuance discounts | $ (7,000) | ||||
Senior unsecured notes, due 2027 | Senior unsecured notes | |||||
Components of Long-term debt | |||||
Total outstanding principal | 500,000 | 500,000 | |||
Term Loan B, Maturing 2024 | |||||
Components of Long-term debt | |||||
Total outstanding principal | 292,500 | 293,250 | |||
Term Loan B, Maturing 2026 | |||||
Components of Long-term debt | |||||
Total outstanding principal | 757,369 | 759,272 | |||
Less: Debt issuance costs and issuance discounts | $ (23,000) | ||||
Revolving credit facility | Amended and restated revolving credit facility | |||||
Components of Long-term debt | |||||
Total outstanding principal | $ 175,000 | $ 0 | |||
[1] | Fair values of the 2025 and 2027 Senior Notes are estimated based on quoted private market transactions and are classified as Level 1 in the fair value hierarchy. The fair values of the term loans are based on observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy. |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Dec. 18, 2019 | Jul. 26, 2019USD ($) | May 01, 2019USD ($) | Apr. 04, 2018 | Oct. 02, 2017USD ($) | Apr. 28, 2017USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019 |
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | $ 36,025,000 | $ 37,492,000 | |||||||
Total outstanding principal | 2,124,869,000 | 1,952,522,000 | |||||||
Senior unsecured notes, due in 2025 | Senior unsecured notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face value | $ 400,000,000 | ||||||||
Debt stated rate | 5.125% | ||||||||
Issuance price of debt | 100.00% | ||||||||
Debt issuance costs | $ 7,000,000 | ||||||||
Total outstanding principal | 400,000,000 | 400,000,000 | |||||||
Senior unsecured notes, due in 2025 | Senior unsecured notes | Redemption Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt redemption price | 100.00% | ||||||||
Senior unsecured notes, due in 2025 | Senior unsecured notes | Redemption Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt redemption price | 40.00% | ||||||||
Senior unsecured notes, due 2027 | Senior unsecured notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Total outstanding principal | $ 500,000,000 | $ 500,000,000 | |||||||
Senior unsecured notes, due 2027 | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face value | $ 500,000,000 | ||||||||
Debt stated rate | 5.875% | ||||||||
Issuance price of debt | 100.00% | ||||||||
Redemption as a percent of principal | 40.00% | ||||||||
Debt issuance costs | $ 10,700,000 | ||||||||
Senior unsecured notes, due 2027 | Senior Notes | Redemption Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt redemption price | 105.875% | ||||||||
Senior unsecured notes, due 2027 | Senior Notes | Redemption Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt redemption price | 100.00% | ||||||||
Term Loan B, Maturing 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face value | $ 300,000,000 | ||||||||
Interest rate reduction | 25.00% | ||||||||
Net leverage ratio requirement | 2.75 | ||||||||
Annual principal payments | $ 3,000,000 | ||||||||
Variable interest rate | 2.99% | 3.80% | |||||||
Weighted average interest rate | 3.67% | 4.50% | |||||||
Total outstanding principal | $ 292,500,000 | $ 293,250,000 | |||||||
Term Loan B, Maturing 2024 | Minimum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR plus margin range | 2.00% | ||||||||
Term Loan B, Maturing 2024 | Maximum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR plus margin range | 1.75% | ||||||||
Term Loan B, Maturing 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face value | $ 765,000,000 | ||||||||
Debt issuance costs | 23,000,000 | ||||||||
Interest rate reduction | 25.00% | ||||||||
Annual principal payments | $ 7,600,000 | ||||||||
Variable interest rate | 3.49% | 4.30% | |||||||
Weighted average interest rate | 4.17% | ||||||||
Total outstanding principal | $ 757,369,000 | $ 759,272,000 | |||||||
Term Loan B, Maturing 2026 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR plus margin range | 2.50% | 2.75% | |||||||
Amended and restated revolving credit facility | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Net leverage ratio requirement | 4.5 | ||||||||
Variable interest rate | 3.03% | ||||||||
Weighted average interest rate | 3.73% | ||||||||
Revolving credit and term loan agreement | $ 210,000,000 | ||||||||
Total outstanding principal | $ 175,000,000 | 0 | |||||||
Amended and restated revolving credit facility | Revolving credit facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.30% | ||||||||
Amended and restated revolving credit facility | Revolving credit facility | Minimum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR plus margin range | 1.75% | ||||||||
Amended and restated revolving credit facility | Revolving credit facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of commitment fees of total unused commitment under revolving credit facility | 0.50% | ||||||||
Amended and restated revolving credit facility | Revolving credit facility | Maximum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR plus margin range | 2.50% | ||||||||
Amended and restated revolving credit facility | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding | $ 6,800,000 | $ 6,000,000 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other liabilities | ||
Employee compensation and benefits | $ 19,795 | $ 21,403 |
Deferred FCC repack income | 38,720 | 36,770 |
Programming liability | 47,912 | 57,291 |
Liability for pension benefits | 184,912 | 190,219 |
Other | 9,991 | 10,265 |
Other liabilities (less current portion) | $ 301,330 | $ 315,948 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other Changes in Certain Working Capital Accounts, Net | ||
Accounts receivable | $ 12,158 | $ 4,031 |
Other current assets | 11,569 | 4,812 |
Accounts payable | 14,032 | 4,539 |
Accrued employee compensation and benefits | (14,813) | (22,399) |
Accrued interest | (1,172) | 5,124 |
Other accrued liabilities | 14,603 | (4,789) |
Unearned revenue | (3,106) | (3,339) |
Other, net | 863 | (4,131) |
Total | $ 10,996 | $ (25,776) |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | $ 4,814 | $ 4,608 |
Defined contribution plans | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | 3,779 | 2,995 |
Multi-employer plans | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | 9 | 41 |
Defined benefit plans | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | 4,917 | 5,800 |
Expected return on plan assets, net of expenses | (5,256) | (5,058) |
Amortization of actuarial loss and prior service cost | 1,125 | 572 |
Total for defined benefit pension plan | 786 | 1,314 |
SERPs | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | $ 240 | $ 258 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
SERPs | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions to benefit plan | $ 0.3 |
Estimated future contributions | 1 |
Defined benefit plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions to benefit plan | 4.8 |
Estimated future contributions | $ 27 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Local Media | Mar. 31, 2020affiliatelow_power_stationstation |
Segment Reporting Information [Line Items] | |
Number Of Local Broadcast Stations | station | 60 |
Number of low power stations operated | low_power_station | 9 |
ABC affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 18 |
NBC affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 11 |
CBS affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 9 |
FOX affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 4 |
CW affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 13 |
Number Of Full Power Stations | station | 5 |
Number Of Multicast | station | 8 |
My TV Affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 2 |
Independent station | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 2 |
Segment Information - Schedule
Segment Information - Schedule of Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Information regarding business segments | ||
Total operating revenues | $ 430,906 | $ 292,163 |
Segment profit (loss) | 14,680 | 140 |
Acquisition and related integration costs | (4,910) | (3,480) |
Restructuring costs | 0 | (938) |
Depreciation and amortization of intangible assets | (27,915) | (17,792) |
Gains (losses), net on disposal of property and equipment | (1,433) | (173) |
Interest expense | (25,798) | (8,916) |
Defined benefit pension plan expense | (1,026) | (1,572) |
Miscellaneous, net | 1,114 | (800) |
Loss from operations before income taxes | (11,030) | (11,148) |
Depreciation: | ||
Total depreciation | 13,528 | 8,975 |
Amortization of intangible assets: | ||
Total amortization of intangible assets | 14,387 | 8,817 |
Additions to property and equipment: | ||
Total additions to property and equipment | 16,414 | 14,212 |
Local Media | ||
Information regarding business segments | ||
Total operating revenues | 321,804 | 203,387 |
Segment profit (loss) | 55,977 | 34,173 |
Depreciation: | ||
Total depreciation | 11,490 | 7,591 |
Amortization of intangible assets: | ||
Total amortization of intangible assets | 9,921 | 3,958 |
Additions to property and equipment: | ||
Total additions to property and equipment | 14,441 | 9,480 |
National Media | ||
Information regarding business segments | ||
Total operating revenues | 107,602 | 87,317 |
Segment profit (loss) | 11,785 | 4,941 |
Depreciation: | ||
Total depreciation | 1,620 | 1,004 |
Amortization of intangible assets: | ||
Total amortization of intangible assets | 4,128 | 4,521 |
Additions to property and equipment: | ||
Total additions to property and equipment | 1,854 | 4,290 |
Other | ||
Information regarding business segments | ||
Total operating revenues | 1,500 | 1,459 |
Segment profit (loss) | (170) | (433) |
Depreciation: | ||
Total depreciation | 37 | 38 |
Additions to property and equipment: | ||
Total additions to property and equipment | 5 | 31 |
Shared services and corporate | ||
Information regarding business segments | ||
Segment profit (loss) | (18,654) | (16,158) |
Depreciation: | ||
Total depreciation | 381 | 342 |
Amortization of intangible assets: | ||
Total amortization of intangible assets | 338 | 338 |
Additions to property and equipment: | ||
Total additions to property and equipment | $ 114 | $ 411 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue Generating Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 430,906 | $ 292,163 |
Core advertising | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 240,994 | 173,361 |
Political | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 18,720 | 880 |
Retransmission and carriage | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 138,950 | 87,283 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 32,242 | $ 30,639 |
Capital Stock (Details)
Capital Stock (Details) | 3 Months Ended | 40 Months Ended | |||
Mar. 31, 2020USD ($)directorcommon_share | Mar. 31, 2019USD ($)$ / shares | Feb. 29, 2020USD ($) | Feb. 28, 2020USD ($) | Nov. 30, 2016USD ($) | |
Class of Stock [Line Items] | |||||
Classes of common shares | common_share | 2 | ||||
Stock repurchased during period, value | $ 584,000 | ||||
Minimum | |||||
Class of Stock [Line Items] | |||||
Minimum number of directors up for election to entitle shareholders to vote | director | 0.3333 | ||||
Maximum | |||||
Class of Stock [Line Items] | |||||
Minimum number of directors up for election to entitle shareholders to vote | director | 3 | ||||
Common stock, Class A | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 100,000,000 | $ 100,000,000 | |||
Stock repurchased during period, value | $ 0 | $ 600,000 | $ 50,300,000 | ||
Common stock, Class A | Minimum | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in dollars per share) | $ / shares | $ 15.54 | ||||
Common stock, Class A | Maximum | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in dollars per share) | $ / shares | $ 18.72 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Beginning balance | $ (98,989) | $ (95,397) |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | (908) | (460) |
Net current-period other comprehensive income | 908 | 460 |
Ending balance | (98,081) | (94,937) |
Defined Benefit Pension Items | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Beginning balance | (98,734) | (95,365) |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | (902) | (460) |
Net current-period other comprehensive income | 902 | 460 |
Ending balance | (97,832) | (94,905) |
Actuarial gain (loss) tax amount | 286 | 155 |
Other Comprehensive Income (Loss), Other Category | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Beginning balance | (255) | (32) |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | (6) | 0 |
Net current-period other comprehensive income | 6 | 0 |
Ending balance | $ (249) | $ (32) |