Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2021 |
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 $0.01 per share |
Trading Symbol | SSP |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | false |
Entity Shell Company | false |
Amendment Flag | false |
Entity Central Index Key | 0000832428 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Common stock, Class A | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 70,349,196 |
Voting common stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 11,932,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 538,185,000 | $ 576,021,000 |
Cash restricted for pending acquisition | 0 | 1,050,000,000 |
Accounts receivable (less allowances— $3,327 and $3,443) | 495,895,000 | 429,017,000 |
FCC repack receivable | 7,559,000 | 12,363,000 |
Miscellaneous | 31,098,000 | 26,784,000 |
Total current assets | 1,072,737,000 | 2,094,185,000 |
Investments | 15,555,000 | 14,404,000 |
Property and equipment | 397,858,000 | 343,920,000 |
Right-of-use assets | 128,217,000 | 51,471,000 |
Goodwill | 2,963,565,000 | 1,203,212,000 |
Other intangible assets | 1,997,712,000 | 975,444,000 |
Programming | 300,022,000 | 138,701,000 |
Miscellaneous | 23,014,000 | 38,049,000 |
Total Assets | 6,898,680,000 | 4,859,386,000 |
Current liabilities: | ||
Accounts payable | 66,479,000 | 68,139,000 |
Unearned revenue | 21,408,000 | 14,101,000 |
Current portion of long-term debt | 18,612,000 | 10,612,000 |
Accrued liabilities: | ||
Employee compensation and benefits | 45,601,000 | 55,133,000 |
Programming liability | 144,641,000 | 72,743,000 |
Accrued interest | 24,201,000 | 16,514,000 |
Miscellaneous | 40,259,000 | 85,588,000 |
Other current liabilities | 70,609,000 | 35,626,000 |
Total current liabilities | 431,810,000 | 358,456,000 |
Long-term debt (less current portion) | 3,690,284,000 | 2,923,359,000 |
Deferred income taxes | 347,347,000 | 85,844,000 |
Operating lease liabilities | 120,731,000 | 42,097,000 |
Other liabilities (less current portion) | 739,321,000 | 286,365,000 |
Equity: | ||
Preferred stock | 0 | 0 |
Preferred and Common Stock | 409,033,000 | 817,000 |
Additional paid-in capital | 1,133,366,000 | 1,130,789,000 |
Retained earnings | 125,702,000 | 131,778,000 |
Accumulated other comprehensive loss, net of income taxes | (98,914,000) | (100,119,000) |
Total equity | 1,569,187,000 | 1,163,265,000 |
Total Liabilities and Equity | 6,898,680,000 | 4,859,386,000 |
Common stock, Class A | ||
Equity: | ||
Common stock | 704,000 | 698,000 |
Voting common stock | ||
Equity: | ||
Common stock | 119,000 | 119,000 |
Series A preferred stock | ||
Equity: | ||
Preferred stock | $ 408,210,000 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 3,327 | $ 3,443 |
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 |
Series A preferred stock | ||
Preferred stock, par value (USD per share) | $ 100,000 | |
Preferred stock, shares outstanding | 6,000 | |
Common stock, Class A | ||
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 70,349,196 | 69,794,917 |
Common stock, shares outstanding | 70,349,196 | 69,794,917 |
Voting common stock | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 11,932,722 | 11,932,722 |
Common stock, shares outstanding | 11,932,722 | 11,932,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Revenues: | ||
Total operating revenues | $ 540,921 | $ 414,223 |
Operating Expenses: | ||
Costs of revenues, excluding depreciation and amortization | 264,395 | 231,900 |
Selling, general and administrative expenses, excluding depreciation and amortization | 144,026 | 127,711 |
Acquisition and related integration costs | 28,645 | 4,910 |
Restructuring costs | 7,050 | 0 |
Depreciation | 14,125 | 13,351 |
Amortization of intangible assets | 25,382 | 13,994 |
Losses (gains), net on disposal of property and equipment | 80 | 1,433 |
Total operating expenses | 483,703 | 393,299 |
Operating income | 57,218 | 20,924 |
Interest expense | (43,882) | (25,798) |
Defined benefit pension plan income (expense) | 7 | (1,026) |
Gains on sale of business | 81,784 | 0 |
Gains (losses) on stock warrants | (67,244) | 0 |
Miscellaneous, net | (4,851) | 1,114 |
Income (loss) from continuing operations before income taxes | 23,032 | (4,786) |
Provision for income taxes | 19,529 | 2,412 |
Income (loss) from continuing operations, net of tax | 3,503 | (7,198) |
Income (loss) from discontinued operations, net of tax | 2,064 | (4,611) |
Net income (loss) | 5,567 | (11,809) |
Preferred stock dividends | (11,643) | 0 |
Net loss attributable to the shareholders of The E.W. Scripps Company | $ (6,076) | $ (11,809) |
Net income (loss) per basic share of common stock: | ||
Income (loss) from continuing operations (in dollars per share) | $ (0.10) | $ (0.09) |
Income (loss) from discontinued operations (in dollars per share) | 0.02 | (0.06) |
Net income (loss) per basic share of common stock (in dollars per share) | (0.07) | (0.15) |
Net income (loss) per diluted share of common stock: | ||
Income (loss) from continuing operations (in dollars per share) | (0.10) | (0.09) |
Income (loss) from discontinued operations (in dollars per share) | 0.02 | (0.06) |
Net income (loss) per diluted share of common stock (in dollars per share) | $ (0.07) | $ (0.15) |
Advertising | ||
Operating Revenues: | ||
Total operating revenues | $ 362,614 | $ 254,541 |
Retransmission and carriage | ||
Operating Revenues: | ||
Total operating revenues | 156,497 | 138,950 |
Other | ||
Operating Revenues: | ||
Total operating revenues | $ 21,810 | $ 20,732 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 5,567 | $ (11,809) |
Changes in defined benefit pension plans, net of tax of $374 and $286 | 1,187 | 902 |
Other | 18 | 6 |
Total comprehensive income (loss) attributable to preferred and common stockholders | $ 6,772 | $ (10,901) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Tax on changes in defined benefit plans | $ 374 | $ 286 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 5,567 | $ (11,809) |
Income (loss) from discontinued operations, net of tax | 2,064 | (4,611) |
Income (loss) from continuing operations, net of tax | 3,503 | (7,198) |
Adjustments to reconcile net income (loss) from continuing operations to net cash flows from operating activities: | ||
Depreciation and amortization | 39,507 | 27,345 |
Losses (gains), net on disposal of property and equipment | 80 | 1,433 |
Gains on sale of business | (81,784) | 0 |
Gains (losses) on stock warrants | 67,244 | 0 |
Programming assets and liabilities | (37,042) | (28,289) |
Restructuring impairment charges | 7,050 | 0 |
Deferred income taxes | 6,951 | 16,305 |
Stock and deferred compensation plans | 11,092 | 2,143 |
Pension expense, net of contributions | (5,987) | (4,034) |
Other changes in certain working capital accounts, net | 41,045 | 8,806 |
Miscellaneous, net | (1,565) | 1,630 |
Net cash provided by operating activities from continuing operations | 50,094 | 18,141 |
Net cash used in operating activities from discontinued operations | 0 | (4,440) |
Net operating activities | 50,094 | 13,701 |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | (2,679,798) | 0 |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 224,990 | 0 |
Acquisition of intangible assets | (430) | (525) |
Additions to property and equipment | (4,139) | (16,165) |
Purchase of investments | (1,263) | (3,087) |
Proceeds from FCC repack | 5,345 | 2,719 |
Miscellaneous, net | 12 | 773 |
Net cash used in investing activities from continuing operations | (2,455,283) | (16,285) |
Net cash used in investing activities from discontinued operations | 0 | (45) |
Net investing activities | (2,455,283) | (16,330) |
Cash Flows from Financing Activities: | ||
Net borrowings under revolving credit facility | 0 | 175,000 |
Proceeds from issuance of long-term debt | 800,000 | 0 |
Proceeds from issuance of preferred stock | 600,000 | 0 |
Payments on long-term debt | (4,653) | (2,653) |
Payments on financing costs | (50,597) | 0 |
Payments for capitalized preferred stock issuance costs | (11,526) | 0 |
Dividends paid on common and preferred stock | (9,067) | (4,108) |
Tax payments related to shares withheld for vested stock and RSUs | (6,369) | (2,266) |
Miscellaneous, net | (415) | (16,574) |
Net cash provided by financing activities from continuing operations | 1,317,373 | 149,399 |
Effect of foreign exchange rates on cash and cash equivalents | (20) | (111) |
Increase (decrease) in cash and cash equivalents | (1,087,836) | 146,659 |
Cash and cash equivalents: | ||
Beginning of year | 1,626,021 | 32,968 |
End of period | 538,185 | 179,627 |
Supplemental Cash Flow Disclosures | ||
Interest paid | 29,354 | 24,833 |
Income taxes refunded (paid) | 12 | |
Income taxes refunded (paid) | (547) | |
Non-cash investing information | ||
Capital expenditures included in accounts payable | $ 5,764 | $ 1,187 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) ("AOCI") | |
Equity, beginning balance at Dec. 31, 2019 | $ 897,935 | $ 810 | $ 1,117,095 | $ (120,981) | $ (98,989) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income (loss) | (10,901) | (11,809) | 908 | ||||
Cash dividend: declared and paid - $0.05 per share | (4,108) | (4,108) | |||||
Compensation plans: shares issued | [1] | 2,394 | 4 | 2,390 | |||
Equity, ending balance at Mar. 31, 2020 | 885,320 | 814 | 1,119,485 | (136,898) | (98,081) | ||
Equity, beginning balance at Dec. 31, 2020 | 1,163,265 | 817 | 1,130,789 | 131,778 | (100,119) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income (loss) | 6,772 | 5,567 | 1,205 | ||||
Issuance of preferred stock, net of discount and issuance costs | 407,634 | $ 407,634 | |||||
Preferred stock dividends | (11,067) | 576 | (11,643) | ||||
Compensation plans: shares issued | [2] | 2,583 | 6 | 2,577 | |||
Equity, ending balance at Mar. 31, 2021 | $ 1,569,187 | $ 408,210 | $ 823 | $ 1,133,366 | $ 125,702 | $ (98,914) | |
[1] | Net of tax payments related to shares withheld for vested RSUs of $2,266 for the three months ended March 31, 2020. | ||||||
[2] | Net of tax payments related to shares withheld for vested RSUs of $6,369 for the three months ended March 31, 2021. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Preferred stock dividends (in dollars per share) | $ 1,511 | |
Net shares issued | 554,279 | 429,273 |
Common stock dividends declared (in dollars per share) | $ 0.05 | |
Common stock dividends paid (in dollars per share) | $ 0.05 | |
Tax payments related to shares withheld for vested stock and RSUs | $ 6,369 | $ 2,266 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 2020 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. Expense amounts that were previously reported under the captions “Employee compensation and benefits,” “Programming,” and “Other expenses” in our 2020 Condensed Consolidated Statements of Operations have been reclassified into line items captioned as either “Costs of revenues” or “Selling, general and administrative expenses.” Costs of revenues reflect the costs of providing our broadcast signals, programming and other content to respective distribution platforms. The costs captured within the costs of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs. Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs. 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 and national television brands. All of our businesses provide content and services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: Local Media, Scripps Networks and Other. Additional information for our business segments is presented in the Notes to 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 airtime, as well as digital advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Advertising time is sold through a combination of local 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 Scripps Networks segment offers subscription services for access to premium content to its customers. Refer to Note 13.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. 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 $3.3 million at March 31, 2021 and $3.4 million at December 31, 2020. 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 $21.4 million at March 31, 2021 and is expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $14.1 million at December 31, 2020. We recorded $4.4 million of revenue in the three months ended March 31, 2021 that was included in unearned revenue at December 31, 2020. Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our 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 2020 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 $8.3 million and $4.2 million for the first quarter of 2021 and 2020, 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) 2021 2020 Numerator (for basic and diluted earnings per share) Income (loss) from continuing operations, net of tax $ 3,503 $ (7,198) Less preferred stock dividends (11,643) — Numerator for basic and diluted earnings per share $ (8,140) $ (7,198) Denominator Basic weighted-average shares outstanding 81,902 81,077 Effect of dilutive securities: Restricted stock units — — Diluted weighted-average shares outstanding 81,902 81,077 |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Recently Adopted and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards 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 the London Interbank Offered Rate (LIBOR) and other interbank offered rates. The guidance is effective as of March 12, 2020 and will apply through December 31, 2022 to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We will evaluate transactions or contract modifications occurring as a result of reference rate reform to determine whether to apply the optional guidance on an ongoing basis. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions ION Acquisition On January 7, 2021, we completed the acquisition of national broadcast network ION Media Networks, Inc. ("ION") for $2.65 billion. ION is a national network of broadcast stations and is the largest holder of U.S. broadcast television spectrum. The business distributes its programming through owned Federal Communications Commission-licensed television stations as well as affiliated TV stations, reaching 100 million of U.S. homes through its over-the-air broadcast and pay TV platforms. With the acquisition of ION, we created a full-scale national television networks business by combining the ION network with the five Katz networks and national news network, Newsy. The transaction was financed with a combination of cash, debt financing and preferred equity financing, including Berkshire Hathaway's $600 million preferred equity investment in Scripps. Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share. To comply with ownership rules of the Federal Communications Commission, we simultaneously divested 23 of ION's television stations for a total consideration of $30 million, which were purchased by INYO Broadcast Holdings, LLC upon completion of the acquisition. These divested stations became independent affiliates of ION pursuant to long-term affiliation agreements. The following table summarizes the net cash consideration for the ION transaction. (in thousands) Total purchase price $ 2,650,000 Plus: Cash acquired 14,493 Plus: Working capital 59,798 Total transaction gross cash consideration 2,724,291 Less: Proceeds from ION stations divested (30,000) Total transaction net cash consideration 2,694,291 Less: Cash acquired (14,493) Total consideration, net of cash acquired $ 2,679,798 The following table summarizes the preliminary fair values of the ION assets acquired and liabilities assumed at the closing date. (in thousands) Accounts receivable $ 133,559 Other current assets 4,033 Programming rights 169,027 Property and equipment 63,073 Operating lease right-of-use assets 72,717 Other assets 4,513 Goodwill 1,846,329 Indefinite-lived intangible assets - FCC licenses 433,700 Amortizable intangible assets: INYO affiliation agreement 433,000 Other affiliation relationships 25,000 Advertiser relationships 139,000 Trade names 72,000 Accounts payable (9,677) Unearned revenue (13,043) Accrued expenses (27,083) Current portion of programming liabilities (92,721) Other current liabilities (8,373) Programming liabilities (191,837) Deferred tax liabilities (266,389) Operating lease liabilities (78,000) Other long-term liabilities (29,030) Total consideration, net of cash acquired $ 2,679,798 Of the value allocated to amortizable intangible assets, the INYO affiliation agreement has an estimated amortization period of 20 years, advertiser relationships have an estimated amortization period of 10 years, other affiliation relationships have an estimated amortization period of 12 years and the value allocated to trade names has an estimated amortization period of 10 years. The goodwill of $1.8 billion arising from the transactions consists largely of synergies, economies of scale and other benefits of a larger national broadcast footprint and becoming the largest holder of broadcast spectrum. We allocated the goodwill to our Scripps Networks segment. The transaction is accounted for as a stock acquisition which applies carryover tax basis to the assets and liabilities acquired. The goodwill is not deductible for income tax purposes. From the January 7, 2021 acquisition date through March 31, 2021, revenues from ION's operations of $126 million have been included in the accompanying Condensed Consolidated Statements of Operations. Acquisition and integration costs related to the transaction, including legal and professional fees and severance costs, totaled $26.2 million for the three months ended March 31, 2021. KCDO Television Station On November 20, 2020, we closed on the acquisition of the KCDO television station in the Denver, Colorado market. Included in the sale was KSBS-CD, a low power translator of KCDO. Total consideration for the transaction totaled $9.6 million. The preliminary purchase price allocated $6.9 million to the acquired FCC license, $1.7 million to goodwill, $0.9 million to property and equipment and the remainder was allocated to various working capital accounts. Pro forma results of operations Pro forma results of operations, assuming the ION acquisition had taken place at the beginning of 2020, are presented in the following table. The pro forma results do not include KCDO, as the impact of this acquisition, individually or in the aggregate, is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and ION (excluding the results of the divested stations sold to INYO), as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the 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. Three Months Ended March 31, (in thousands, except per share data) (unaudited) 2021 2020 Operating revenues $ 547,643 $ 559,436 Net income (loss) attributable to Scripps shareholders 13,009 (15,146) Net income (loss) per share: Basic $ 0.15 $ (0.19) Diluted 0.15 (0.19) Pro forma results in 2020 include $35.6 million of non-recurring transaction related costs. The pro forma results in 2021 reflect a $26.2 million reversal of ION transaction costs incurred that are already being captured in the 2020 pro forma results. |
Asset Write-Downs and Other Cha
Asset Write-Downs and Other Charges and Credits | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Asset Write-Downs and Other Charges and Credits | Asset Write-Downs and Other Charges and Credits Income (loss) from continuing operations before income taxes was affected by the following: 2021 - Acquisition and related integration costs of $28.6 million in the first quarter of 2021 primarily reflect investment banking, legal fees and professional service costs incurred to complete and integrate the ION Media Networks, Inc. acquisition, which closed on January 7, 2021. Restructuring costs totaled $7.1 million in the first quarter of 2021. In connection with the Newsy restructuring plan, we incurred charges for the write-downs of both capitalized carriage agreement payments and certain Newsy intangible assets. During the first quarter of 2021, we completed the sale of our Triton business. The sale generated total net proceeds of $225 million and we recognized a pre-tax gain from disposition totaling $81.8 million. The first quarter of 2021 includes a $67.2 million non-cash charge related to our outstanding common stock warrant. The warrant obligation is marked-to-market each reporting period with the increase in our common stock price being the significant contributor to a higher valuation. 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
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. The effective income tax rate for the three months ended March 31, 2021 and 2020 was 85% and (50)%, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($1.3 million benefit in 2021 and $1.0 million expense in 2020), state deferred rate changes and state NOL valuation allowance changes ($1.2 million benefit in 2021 and $4.0 million expense in 2020). Additionally, in the first quarter of 2021, we had a net discrete tax provision charge of $17.1 million related to a taxable gain on the sale of the Triton business, and a $1.0 million discrete tax provision charge related to nondeductible transaction costs for the ION acquisition. Finally, a non-deductible expense of $70.7 million was recorded in the first quarter of 2021 related to issuance costs and unrealized losses on mark-to-market adjustments recorded on the common stock warrants issued in connection with the ION acquisition. 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. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted CashAt December 31, 2020, our cash and cash equivalents included $1.1 billion held in a restricted cash account for the ION Media Networks, Inc. ("ION") acquisition. The restricted balance represents the senior secured notes and senior unsecured notes proceeds that were segregated as financing for the January 7, 2021 closing of the ION acquisition. Refer to Note 9. Long-Term Debt and Note 3. Acquisitions for further information on the $550 million senior secured notes and $500 million senior unsecured notes that were issued on December 30, 2020. At March 31, 2021, no cash was held in a restricted cash account. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for office space, data centers and certain equipment. Our leases have remaining lease terms of 1 year to 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, 2021 and 2020 totaled $5.9 million and $4.9 million, including short-term lease costs of $0.5 million and $0.2 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 $ 128,217 $ 51,471 Other current liabilities 19,396 9,623 Operating lease liabilities 120,731 42,097 Weighted Average Remaining Lease Term Operating leases 8.82 years 7.64 years Weighted Average Discount Rate Operating leases 4.33 % 5.96 % Three Months Ended (in thousands) 2021 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities $ 4,875 $ 4,178 Right-of-use assets obtained in exchange for lease obligations 5,980 410 Future minimum lease payments under non-cancellable operating leases as of March 31, 2021 were as follows: (in thousands) Operating Remainder of 2021 $ 23,470 2022 26,005 2023 21,735 2024 18,924 2025 14,917 Thereafter 62,886 Total future minimum lease payments 167,937 Less: Imputed interest (27,810) Total $ 140,127 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill consisted of the following: (in thousands) Local Media Scripps Networks Other Total Gross balance as of December 31, 2020 $ 1,122,408 $ 232,742 $ 85,976 $ 1,441,126 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2020 $ 905,494 $ 211,742 $ 85,976 $ 1,203,212 Gross balance as of March 31, 2021 $ 1,122,408 $ 2,079,071 $ — $ 3,201,479 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of March 31, 2021 $ 905,494 $ 2,058,071 $ — $ 2,963,565 Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television affiliation relationships $ 1,074,244 $ 616,244 Customer lists and advertiser relationships 213,400 102,900 Other 132,092 104,445 Total carrying amount 1,419,736 823,589 Accumulated amortization: Television affiliation relationships (127,490) (113,950) Customer lists and advertiser relationships (53,871) (53,232) Other (31,178) (37,778) Total accumulated amortization (212,539) (204,960) Net amortizable intangible assets 1,207,197 618,629 Indefinite-lived intangible assets — FCC licenses 790,515 356,815 Total other intangible assets $ 1,997,712 $ 975,444 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
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 $ — $ — Senior secured notes, due in 2029 550,000 550,000 Senior unsecured notes, due in 2025 400,000 400,000 Senior unsecured notes, due in 2027 500,000 500,000 Senior unsecured notes, due in 2031 500,000 500,000 Term loan, due in 2024 289,500 290,250 Term loan, due in 2026 749,757 751,660 Term loan, due in 2028 798,000 — Total outstanding principal 3,787,257 2,991,910 Less: Debt issuance costs and issuance discounts (78,361) (57,939) Less: Current portion (18,612) (10,612) Net carrying value of long-term debt $ 3,690,284 $ 2,923,359 Fair value of long-term debt * $ 3,797,121 $ 3,064,194 * Fair values of the 2025, 2027, 2029 and 2031 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. Scripps Senior Secured Credit Agreement On January 7, 2021, we entered into the Sixth Amendment to the Third Amended Restated Credit Agreement ("Sixth Amendment"). Under the Sixth Amendment, the capacity of our Revolving Credit Facility was increased from $210 million to $400 million. Additionally, the Sixth Amendment extended the facility's maturity date to the earlier of January 2026 or 91 days prior to the stated maturity date for any of our existing loans and our existing unsecured notes that mature within the facility's term. Commitment fees of 0.30% to 0.50% per annum, based on our leverage ratio, of the total unused commitment are payable under the Revolving Credit Facility. Interest is payable on the Revolving Credit Facility at rates based on LIBOR, plus a margin based on our leverage ratio, ranging from 1.75% to 2.50%. As of March 31, 2021, we had no borrowings under the Revolving Credit Facility. As of March 31, 2021 and December 31, 2020, we had outstanding letters of credit totaling $6.8 million and $6.0 million, respectively, under the Revolving Credit Facility. On October 2, 2017, we issued a $300 million term loan B which matures in October 2024 ("2024 term loan"). Interest is currently payable on the 2024 term loan at a rate based on LIBOR, plus a fixed margin of 2.00%. Interest will reduce to a rate of LIBOR plus a fixed margin of 1.75% if the Company’s total net leverage, as defined by the amended agreement, is below 2.75. The 2024 term loan requires annual principal payments of $3 million. As of March 31, 2021 and December 31, 2020, the interest rate on the 2024 term loan was 2.11% and 2.15%, respectively. The weighted-average interest rate was 2.13% and 3.67% for the three months ended March 31, 2021 and 2020, 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. Interest is currently payable on the 2026 term loan at a rate based on LIBOR, plus a fixed margin of 2.56%. The 2026 term loan requires annual principal payments of $7.6 million. Deferred financing costs and 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, 2021 and December 31, 2020, the interest rate on the 2026 term loan was 3.31% and 2.65%, respectively. The weighted-average interest rate on the term loan was 3.26% and 4.17% for the three months ended March 31, 2021 and 2020, respectively. Under the Sixth Amendment, we also issued an $800 million term loan B that contributed to the financing of the ION acquisition. The term loan matures in 2028 with interest payable at rates based on LIBOR, plus a fixed margin of 3.00%. Additionally, the Sixth Amendment provided that the LIBOR rate could not be less than 0.75% for our term loans that mature in 2026 and 2028. The 2028 term loan requires annual principal payments of $8.0 million. We incurred deferred financing costs totaling $23.4 million related to this term loan and the amendment to the Revolving Credit Facility, which are being amortized over the life of the term loan. As of March 31, 2021, the interest rate on the 2028 term loan was 3.75%. The weighted-average interest rate on the term loan was 3.75% for the three months ended March 31, 2021. The Senior Secured Credit Agreement contains covenants that limit our ability to incur additional debt and provides for restrictions on certain payments (dividends and share repurchases). Additionally, we must be in compliance with certain leverage ratios in order to proceed with acquisitions. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables and equipment. In addition, the Revolving Credit Facility contains a covenant to comply with a maximum first lien net leverage ratio of 4.75 to 1.0 when we have outstanding borrowings on the facility. As of March 31, 2021, we were in compliance with our financial covenants. 2029 Senior Secured Notes On December 30, 2020, we issued $550 million of senior secured notes (the "2029 Senior Notes"), which bear interest at a rate of 3.875% per annum and mature on January 15, 2029. The proceeds of the 2029 Senior Notes were deposited into a segregated escrow account. The escrow account was subsequently released on January 7, 2021 and used toward the financing of the ION acquisition (See Note 3). The 2029 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15, commencing on July 15, 2021. Prior to January 15, 2024 we may redeem up to 40% of the aggregate principal amount of the 2029 Senior Notes at a redemption price of 103.875% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the 2029 Senior Notes before January 15, 2024 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 15, 2024 and before January 15, 2026, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2029 Senior Notes may require us to repurchase some or all of the notes. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. The 2029 Senior Notes are guaranteed by us and the majority our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement. Following the release of the proceeds from escrow on January 7, 2021, the notes became secured, on a first lien basis, from pledges of equity interests in our subsidiaries and by substantially all of the existing and future assets of Scripps. The 2029 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. We incurred approximately $13.8 million of deferred financing costs in connection with the issuance of the 2029 Senior Notes, which are being amortized over the life of the notes. 2025 Senior Unsecured Notes On April 28, 2017, we issued $400 million of senior unsecured notes (the "2025 Senior Notes"), which bear interest at a rate of 5.125% per annum and mature on May 15, 2025. The 2025 Senior Notes were priced at 100% of par value and interest is payable semi-annually on May 15 and November 15. On or after May 15, 2020 and before May 15, 2023, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain 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 our subsidiaries. The 2025 Senior Notes contain covenants with which we must comply 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. On April 15, 2021, we announced our intention to redeem the 2025 Senior Notes on May 15, 2021. The redemption price of the notes will be equal to 102.563% of the aggregate principal amount plus accrued and unpaid interest up to the redemption date. The notes will be redeemed with cash on hand. 2027 Senior Unsecured Notes On July 26, 2019, we issued $500 million of senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on July 15, 2027 ("the 2027 Senior Notes"). The 2027 Senior Notes were priced at 100% of par value and interest is payable semi-annually on July 15 and January 15. Prior to July 15, 2022, we may redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes at a redemption price of 105.875% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the notes before July 15, 2022 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after July 15, 2022 and before July 15, 2025, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes. The 2027 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. There are no registration rights associated with the 2027 Senior Notes. We incurred approximately $10.7 million of deferred financing costs in connection with the issuance of the 2027 Senior Notes, which are being amortized over the life of the notes. 2031 Senior Unsecured Notes On December 30, 2020, we issued $500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375% per annum and mature on January 15, 2031. The proceeds of the 2031 Senior Notes were deposited into a segregated escrow account. The escrow account was subsequently released on January 7, 2021 and used toward the financing of the ION acquisition (See Note 3). The 2031 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15, commencing on July 15, 2021. Prior to January 15, 2024 we may redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes at a redemption price of 105.375% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 15, 2026 and before January 15, 2029, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2031 Senior Notes may require us to repurchase some or all of the notes. The 2031 Senior Notes are also guaranteed by us and the majority our subsidiaries. The 2031 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. We incurred approximately $12.5 million of deferred financing costs in connection with the issuance of the 2031 Senior Notes, which are being amortized over the life of the notes. Debt Repurchase Authorization In November 2020, our Board of Directors authorized a debt repurchase program pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes, and the additional indebtedness incurred with the closing of the ION acquisition. The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2023. |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 36,614 $ 34,020 Deferred FCC repack income 44,442 44,945 Programming liability 207,093 33,481 Liability for pension benefits 154,212 161,845 Liabilities for uncertain tax positions 21,760 2,332 Liability for common stock warrants 248,084 — Other 27,116 9,742 Other liabilities (less current portion) $ 739,321 $ 286,365 In connection with the acquisition of ION, we assumed $19.3 million of uncertain tax position liabilities. Approximately $15.1 million of the liability is attributed to disallowed domestic production activities deductions (DPAD). We currently expect this DPAD liability will be resolved through settlement, amendments and/or payment within the next twelve months. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table presents additional information about the change in certain working capital accounts: Three Months Ended (in thousands) 2021 2020 Accounts receivable $ 43,559 $ 8,850 Other current assets 1,851 (11,969) Accounts payable 6,342 14,034 Accrued employee compensation and benefits (19,387) (13,711) Accrued interest 7,687 (1,172) Other accrued liabilities (16,151) 15,041 Unearned revenue (5,672) (3,130) Other, net 22,816 863 Total $ 41,045 $ 8,806 |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). The accrual for future benefits has been frozen in our defined benefit pension plan and SERPs. We sponsor a defined contribution plan covering substantially all non-union and certain union employees. We match a portion of employees' voluntary contributions to this plan. Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans. The components of the employee benefit plan expense consisted of the following: Three Months Ended (in thousands) 2021 2020 Interest cost $ 4,103 $ 4,917 Expected return on plan assets, net of expenses (5,820) (5,256) Amortization of actuarial loss and prior service cost 1,487 1,125 Total for defined benefit pension plan (230) 786 Multi-employer plans — 9 SERPs 223 240 Defined contribution plan 3,978 3,779 Net periodic benefit cost 3,971 4,814 Allocated to discontinued operations — (205) Net periodic benefit cost — continuing operations $ 3,971 $ 4,609 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
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. Effective with the January 7, 2021 close of the ION acquisition, we realigned our internal reporting structure and changed the reporting of our businesses’ operating results to reflect this new structure. Under the new structure, our operating results are reported under Local Media, Scripps Networks and Other segment captions. Our Local Media segment includes our 61 local broadcast stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 12 CW affiliates - four on full power stations and eight on multicast; two MyNetworkTV affiliates; three independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies and satellite carriers. We also receive retransmission fees from over-the-top virtual MVPDs such as Hulu, YouTubeTV and AT&T Now. Our Scripps Networks segment is comprised of the ION national network, the Katz multicast networks and the Newsy national news network. These operations earn revenue primarily through the sale of advertising. The operating results of our recently sold Triton business, and the other national businesses that were previously reported in our National Media segment, are aggregated with our remaining business activities in the Other segment caption. Our respective business segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks. We also allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services to our business segments. These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount. Our chief operating decision maker evaluates the operating performance of our business segments and makes decisions about the allocation of resources to our business segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America. Information regarding our business segments is as follows: Three Months Ended (in thousands) 2021 2020 Segment operating revenues: Local Media $ 312,581 $ 324,933 Scripps Networks 213,660 76,755 Other 18,121 15,664 Intersegment eliminations (3,441) (3,129) Total operating revenues $ 540,921 $ 414,223 Segment profit (loss): Local Media $ 55,937 $ 59,106 Scripps Networks 92,203 9,969 Other 3,281 4,191 Shared services and corporate (18,921) (18,654) Acquisition and related integration costs (28,645) (4,910) Restructuring costs (7,050) — Depreciation and amortization of intangible assets (39,507) (27,345) Gains (losses), net on disposal of property and equipment (80) (1,433) Interest expense (43,882) (25,798) Defined benefit pension plan income (expense) 7 (1,026) Gains on sale of business 81,784 — Gains (losses) on stock warrants (67,244) — Miscellaneous, net (4,851) 1,114 Income (loss) from continuing operations before income taxes $ 23,032 $ (4,786) Depreciation: Local Media $ 9,685 $ 11,490 Scripps Networks 3,835 1,295 Other 249 185 Shared services and corporate 356 381 Total depreciation $ 14,125 $ 13,351 Amortization of intangible assets: Local Media $ 9,597 $ 9,921 Scripps Networks 13,117 1,835 Other 2,147 1,900 Shared services and corporate 521 338 Total amortization of intangible assets $ 25,382 $ 13,994 Additions to property and equipment: Local Media $ 5,454 $ 14,441 Scripps Networks 1,489 1,591 Other 430 223 Shared services and corporate 19 114 Total additions to property and equipment $ 7,392 $ 16,369 A disaggregation of the principal activities from which we generate revenue is as follows: Three Months Ended (in thousands) 2021 2020 Operating revenues: Core advertising $ 361,303 $ 235,821 Political 1,311 18,720 Retransmission and carriage fees 156,497 138,950 Other 21,810 20,732 Total operating revenues $ 540,921 $ 414,223 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2021 | |
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. In connection with the January 7, 2021 closing of the ION acquisition, we entered into a Securities Purchase Agreement with Berkshire Hathaway Inc., ("Berkshire Hathaway"), pursuant to which Berkshire Hathaway provided $600 million of financing in exchange for 6,000 Series A Preferred Shares of the Company. The Preferred Shares, having a face value of $100,000 per share, are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the Preferred Shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). As long as the Company pays quarterly dividends in cash on the Preferred Shares, the dividend rate will be 8% per annum. If dividends on the Preferred Shares, which compound quarterly, are not paid in full in cash, the rate will increase to 9% per annum for the remaining period of time that the Preferred Shares are outstanding. Preferred stock dividends, effective through March 15, 2021, were paid in the first quarter totaling $9.1 million. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows: Three Months Ended March 31, 2021 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2020 $ (99,789) $ (330) $ (100,119) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $374 (a) 1,187 18 1,205 Net current-period other comprehensive income (loss) 1,187 18 1,205 Ending balance, March 31, 2021 $ (98,602) $ (312) $ (98,914) 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) (a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Assets Held for Sale and Discon
Assets Held for Sale and Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations Stitcher During the second quarter of 2020, our Board of Directors approved the sale of our Stitcher podcasting business. On July 10, 2020, we signed a definitive agreement to sell the business for $325 million, with $265 million of cash upfront; earnout of up to $30 million based on 2020 financial results and paid in 2021; and earnout of up to $30 million based on 2021 financial results and paid in 2022. The transaction closed on October 16, 2020. Beginning in the second quarter of 2020, Stitcher was classified as discontinued operations in our condensed consolidated financial statements for all periods presented. Operating results of our discontinued Stitcher operations were as follows: Three Months Ended (in thousands) 2021 2020 Operating revenues $ — $ 17,128 Total costs and expenses — (22,802) Depreciation and amortization of intangible assets — (570) Other, net 2,686 — Income (loss) from discontinued operations before income taxes 2,686 (6,244) Provision (benefit) for income taxes 622 (1,633) Net income (loss) from discontinued operations $ 2,064 $ (4,611) During the first quarter of 2021, the estimate for the contingent earnout consideration was increased by $2.7 million. The current fair value estimate for the contingent earnout consideration is $12.7 million. Triton Digital During the first quarter of 2021, our Board of Directors approved the sale of our Triton Digital business. On February 16, 2021, we signed a definitive agreement to sell the business and the transaction closed on March 31, 2021. The sale generated total net proceeds of $225 million and we recognized a pre-tax gain from disposition totaling $81.8 million. WPIX |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 2020 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. |
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 and national television brands. All of our businesses provide content and services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: Local Media, Scripps Networks and Other. Additional information for our business segments is presented in the Notes to 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 airtime, as well as digital advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Advertising time is sold through a combination of local 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 Scripps Networks segment offers subscription services for access to premium content to its customers. Refer to Note 13.Segment Information for further information, including revenue by significant product and service offering. |
Revenue Recognition | Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers. Advertising — Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied. 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 | 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. |
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 2020 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs) and unrestricted Class A Common shares and performance units to key employees and non-employee directors. |
Earnings Per Share (EPS) | Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities. |
Recently Issued Accounting Standards | 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 the London Interbank Offered Rate (LIBOR) and other interbank offered rates. The guidance is effective as of March 12, 2020 and will apply through December 31, 2022 to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We will evaluate transactions or contract modifications occurring as a result of reference rate reform to determine whether to apply the optional guidance on an ongoing basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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) 2021 2020 Numerator (for basic and diluted earnings per share) Income (loss) from continuing operations, net of tax $ 3,503 $ (7,198) Less preferred stock dividends (11,643) — Numerator for basic and diluted earnings per share $ (8,140) $ (7,198) Denominator Basic weighted-average shares outstanding 81,902 81,077 Effect of dilutive securities: Restricted stock units — — Diluted weighted-average shares outstanding 81,902 81,077 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the ION assets acquired and liabilities assumed at the closing date. (in thousands) Accounts receivable $ 133,559 Other current assets 4,033 Programming rights 169,027 Property and equipment 63,073 Operating lease right-of-use assets 72,717 Other assets 4,513 Goodwill 1,846,329 Indefinite-lived intangible assets - FCC licenses 433,700 Amortizable intangible assets: INYO affiliation agreement 433,000 Other affiliation relationships 25,000 Advertiser relationships 139,000 Trade names 72,000 Accounts payable (9,677) Unearned revenue (13,043) Accrued expenses (27,083) Current portion of programming liabilities (92,721) Other current liabilities (8,373) Programming liabilities (191,837) Deferred tax liabilities (266,389) Operating lease liabilities (78,000) Other long-term liabilities (29,030) Total consideration, net of cash acquired $ 2,679,798 |
Schedule of Pro Forma Information | Pro forma results of operations, assuming the ION acquisition had taken place at the beginning of 2020, are presented in the following table. The pro forma results do not include KCDO, as the impact of this acquisition, individually or in the aggregate, is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and ION (excluding the results of the divested stations sold to INYO), as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the 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. Three Months Ended March 31, (in thousands, except per share data) (unaudited) 2021 2020 Operating revenues $ 547,643 $ 559,436 Net income (loss) attributable to Scripps shareholders 13,009 (15,146) Net income (loss) per share: Basic $ 0.15 $ (0.19) Diluted 0.15 (0.19) |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the net cash consideration for the ION transaction. (in thousands) Total purchase price $ 2,650,000 Plus: Cash acquired 14,493 Plus: Working capital 59,798 Total transaction gross cash consideration 2,724,291 Less: Proceeds from ION stations divested (30,000) Total transaction net cash consideration 2,694,291 Less: Cash acquired (14,493) Total consideration, net of cash acquired $ 2,679,798 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 $ 128,217 $ 51,471 Other current liabilities 19,396 9,623 Operating lease liabilities 120,731 42,097 Weighted Average Remaining Lease Term Operating leases 8.82 years 7.64 years Weighted Average Discount Rate Operating leases 4.33 % 5.96 % |
Schedule of Lease Cost Information | Three Months Ended (in thousands) 2021 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities $ 4,875 $ 4,178 Right-of-use assets obtained in exchange for lease obligations 5,980 410 |
Schedule of Minimum Lease Payments Under Non-Cancellable Operating Leases | Future minimum lease payments under non-cancellable operating leases as of March 31, 2021 were as follows: (in thousands) Operating Remainder of 2021 $ 23,470 2022 26,005 2023 21,735 2024 18,924 2025 14,917 Thereafter 62,886 Total future minimum lease payments 167,937 Less: Imputed interest (27,810) Total $ 140,127 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following: (in thousands) Local Media Scripps Networks Other Total Gross balance as of December 31, 2020 $ 1,122,408 $ 232,742 $ 85,976 $ 1,441,126 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of December 31, 2020 $ 905,494 $ 211,742 $ 85,976 $ 1,203,212 Gross balance as of March 31, 2021 $ 1,122,408 $ 2,079,071 $ — $ 3,201,479 Accumulated impairment losses (216,914) (21,000) — (237,914) Net balance as of March 31, 2021 $ 905,494 $ 2,058,071 $ — $ 2,963,565 |
Summary of other finite-lived intangible assets | Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television affiliation relationships $ 1,074,244 $ 616,244 Customer lists and advertiser relationships 213,400 102,900 Other 132,092 104,445 Total carrying amount 1,419,736 823,589 Accumulated amortization: Television affiliation relationships (127,490) (113,950) Customer lists and advertiser relationships (53,871) (53,232) Other (31,178) (37,778) Total accumulated amortization (212,539) (204,960) Net amortizable intangible assets 1,207,197 618,629 Indefinite-lived intangible assets — FCC licenses 790,515 356,815 Total other intangible assets $ 1,997,712 $ 975,444 |
Schedule of Indefinite-Lived Intangible Assets | Other intangible assets consisted of the following: (in thousands) As of As of Amortizable intangible assets: Carrying amount: Television affiliation relationships $ 1,074,244 $ 616,244 Customer lists and advertiser relationships 213,400 102,900 Other 132,092 104,445 Total carrying amount 1,419,736 823,589 Accumulated amortization: Television affiliation relationships (127,490) (113,950) Customer lists and advertiser relationships (53,871) (53,232) Other (31,178) (37,778) Total accumulated amortization (212,539) (204,960) Net amortizable intangible assets 1,207,197 618,629 Indefinite-lived intangible assets — FCC licenses 790,515 356,815 Total other intangible assets $ 1,997,712 $ 975,444 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of Long-term debt | Long-term debt consisted of the following: (in thousands) As of As of Revolving credit facility $ — $ — Senior secured notes, due in 2029 550,000 550,000 Senior unsecured notes, due in 2025 400,000 400,000 Senior unsecured notes, due in 2027 500,000 500,000 Senior unsecured notes, due in 2031 500,000 500,000 Term loan, due in 2024 289,500 290,250 Term loan, due in 2026 749,757 751,660 Term loan, due in 2028 798,000 — Total outstanding principal 3,787,257 2,991,910 Less: Debt issuance costs and issuance discounts (78,361) (57,939) Less: Current portion (18,612) (10,612) Net carrying value of long-term debt $ 3,690,284 $ 2,923,359 Fair value of long-term debt * $ 3,797,121 $ 3,064,194 * Fair values of the 2025, 2027, 2029 and 2031 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, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | Other liabilities consisted of the following: (in thousands) As of As of Employee compensation and benefits $ 36,614 $ 34,020 Deferred FCC repack income 44,442 44,945 Programming liability 207,093 33,481 Liability for pension benefits 154,212 161,845 Liabilities for uncertain tax positions 21,760 2,332 Liability for common stock warrants 248,084 — Other 27,116 9,742 Other liabilities (less current portion) $ 739,321 $ 286,365 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Change in certain working capital accounts | The following table presents additional information about the change in certain working capital accounts: Three Months Ended (in thousands) 2021 2020 Accounts receivable $ 43,559 $ 8,850 Other current assets 1,851 (11,969) Accounts payable 6,342 14,034 Accrued employee compensation and benefits (19,387) (13,711) Accrued interest 7,687 (1,172) Other accrued liabilities (16,151) 15,041 Unearned revenue (5,672) (3,130) Other, net 22,816 863 Total $ 41,045 $ 8,806 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Components of benefit expense | The components of the employee benefit plan expense consisted of the following: Three Months Ended (in thousands) 2021 2020 Interest cost $ 4,103 $ 4,917 Expected return on plan assets, net of expenses (5,820) (5,256) Amortization of actuarial loss and prior service cost 1,487 1,125 Total for defined benefit pension plan (230) 786 Multi-employer plans — 9 SERPs 223 240 Defined contribution plan 3,978 3,779 Net periodic benefit cost 3,971 4,814 Allocated to discontinued operations — (205) Net periodic benefit cost — continuing operations $ 3,971 $ 4,609 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Information regarding business segments | Information regarding our business segments is as follows: Three Months Ended (in thousands) 2021 2020 Segment operating revenues: Local Media $ 312,581 $ 324,933 Scripps Networks 213,660 76,755 Other 18,121 15,664 Intersegment eliminations (3,441) (3,129) Total operating revenues $ 540,921 $ 414,223 Segment profit (loss): Local Media $ 55,937 $ 59,106 Scripps Networks 92,203 9,969 Other 3,281 4,191 Shared services and corporate (18,921) (18,654) Acquisition and related integration costs (28,645) (4,910) Restructuring costs (7,050) — Depreciation and amortization of intangible assets (39,507) (27,345) Gains (losses), net on disposal of property and equipment (80) (1,433) Interest expense (43,882) (25,798) Defined benefit pension plan income (expense) 7 (1,026) Gains on sale of business 81,784 — Gains (losses) on stock warrants (67,244) — Miscellaneous, net (4,851) 1,114 Income (loss) from continuing operations before income taxes $ 23,032 $ (4,786) Depreciation: Local Media $ 9,685 $ 11,490 Scripps Networks 3,835 1,295 Other 249 185 Shared services and corporate 356 381 Total depreciation $ 14,125 $ 13,351 Amortization of intangible assets: Local Media $ 9,597 $ 9,921 Scripps Networks 13,117 1,835 Other 2,147 1,900 Shared services and corporate 521 338 Total amortization of intangible assets $ 25,382 $ 13,994 Additions to property and equipment: Local Media $ 5,454 $ 14,441 Scripps Networks 1,489 1,591 Other 430 223 Shared services and corporate 19 114 Total additions to property and equipment $ 7,392 $ 16,369 |
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) 2021 2020 Operating revenues: Core advertising $ 361,303 $ 235,821 Political 1,311 18,720 Retransmission and carriage fees 156,497 138,950 Other 21,810 20,732 Total operating revenues $ 540,921 $ 414,223 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [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, 2021 (in thousands) Defined Benefit Pension Items Other Total Beginning balance, December 31, 2020 $ (99,789) $ (330) $ (100,119) Other comprehensive income (loss) before reclassifications — — — Amounts reclassified from AOCI, net of tax of $374 (a) 1,187 18 1,205 Net current-period other comprehensive income (loss) 1,187 18 1,205 Ending balance, March 31, 2021 $ (98,602) $ (312) $ (98,914) 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) (a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations |
Assets Held for Sale and Disc_2
Assets Held for Sale and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of discontinued operations | Operating results of our discontinued Stitcher operations were as follows: Three Months Ended (in thousands) 2021 2020 Operating revenues $ — $ 17,128 Total costs and expenses — (22,802) Depreciation and amortization of intangible assets — (570) Other, net 2,686 — Income (loss) from discontinued operations before income taxes 2,686 (6,244) Provision (benefit) for income taxes 622 (1,633) Net income (loss) from discontinued operations $ 2,064 $ (4,611) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 3,327 | $ 3,443 | |
Unearned revenue | 21,408 | $ 14,101 | |
Prior year unearned revenue recognized in period | 4,400 | ||
Share-based compensation costs | $ 8,300 | $ 4,200 | |
Antidilutive securities excluded from computation of Earnings Per Share, amount | 2.4 | 2.2 |
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, 2021 | Mar. 31, 2020 | |
Numerator (for basic and diluted earnings per share) | ||
Income (loss) from continuing operations, net of tax | $ 3,503 | $ (7,198) |
Less preferred stock dividends | (11,643) | 0 |
Numerator for basic and diluted earnings per share | $ (8,140) | $ (7,198) |
Denominator | ||
Basic weighted-average shares outstanding | 81,902 | 81,077 |
Effect of dilutive securities: | ||
Restricted stock units | 0 | 0 |
Diluted weighted-average shares outstanding | 81,902 | 81,077 |
Acquisitions - Acquisition Info
Acquisitions - Acquisition Information (Details) $ / shares in Units, $ in Thousands, home in Millions | Jan. 07, 2021USD ($)homestation$ / sharesshares | Nov. 20, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,963,565 | $ 1,203,212 | |||
Acquisition and related integration costs | 28,645 | $ 4,910 | |||
ION Media | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, purchase price | $ 2,650,000 | ||||
Exercise right of warrants ( in dollars per share) | $ / shares | $ 13 | ||||
Number of stations to be divested | station | 23 | ||||
Consideration received for business | $ 30,000 | ||||
Goodwill | 1,846,329 | ||||
Revenue from IONs operations since acquisition | 126,000 | ||||
Acquisition and related integration costs | $ 26,200 | ||||
Property and equipment | $ 63,073 | ||||
ION Media | United States | |||||
Business Acquisition [Line Items] | |||||
Number of US homes | home | 100 | ||||
ION Media | Preferred Stock | Berkshire Hathaway | |||||
Business Acquisition [Line Items] | |||||
Preferred equity investment | $ 600,000 | ||||
Number of shares purchasable by warrant | shares | 23,100,000 | ||||
Exercise right of warrants ( in dollars per share) | $ / shares | $ 13 | ||||
ION Media | Common stock, Class A | Berkshire Hathaway | |||||
Business Acquisition [Line Items] | |||||
Number of shares purchasable by warrant | shares | 23,100,000 | ||||
ION Media | INYO affiliation agreement | |||||
Business Acquisition [Line Items] | |||||
Intangible asset, estimated amortization period | 20 years | ||||
Amortizable intangible assets: | $ 433,000 | ||||
ION Media | Advertiser relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible asset, estimated amortization period | 10 years | ||||
Amortizable intangible assets: | $ 139,000 | ||||
ION Media | Other affiliation relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible asset, estimated amortization period | 12 years | ||||
Amortizable intangible assets: | $ 25,000 | ||||
ION Media | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible asset, estimated amortization period | 10 years | ||||
Amortizable intangible assets: | $ 72,000 | ||||
KCDO Television Station | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, purchase price | $ 9,600 | ||||
Goodwill | 1,700 | ||||
Amortizable intangible assets: | 6,900 | ||||
Property and equipment | $ 900 |
Acquisitions - Acquisition Purc
Acquisitions - Acquisition Purchase Summary (Details) - USD ($) $ in Thousands | Jan. 07, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||
Total consideration, net of cash acquired | $ 2,679,798 | $ 0 | |
ION Media | |||
Business Acquisition [Line Items] | |||
Total purchase price | $ 2,650,000 | ||
Plus: Cash acquired | 14,493 | ||
Plus: Working capital | 59,798 | ||
Total transaction gross cash consideration | 2,724,291 | ||
Less: Proceeds from ION stations divested | (30,000) | ||
Total transaction net cash consideration | 2,694,291 | ||
Cash Acquired from Acquisition | (14,493) | ||
Total consideration, net of cash acquired | $ 2,679,798 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,963,565 | $ 1,203,212 | |
ION Media | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 133,559 | ||
Other current assets | 4,033 | ||
Programming rights | 169,027 | ||
Property and equipment | 63,073 | ||
Operating lease right-of-use assets | 72,717 | ||
Other assets | 4,513 | ||
Goodwill | 1,846,329 | ||
Accounts payable | (9,677) | ||
Unearned revenue | (13,043) | ||
Accrued expenses | (27,083) | ||
Current portion of programming liabilities | (92,721) | ||
Other current liabilities | (8,373) | ||
Programming liabilities | (191,837) | ||
Deferred tax liabilities | (266,389) | ||
Operating lease liabilities | (78,000) | ||
Other long-term liabilities | (29,030) | ||
Total consideration, net of cash acquired | 2,679,798 | ||
ION Media | INYO affiliation agreement | |||
Business Acquisition [Line Items] | |||
Amortizable intangible assets: | 433,000 | ||
ION Media | Other affiliation relationships | |||
Business Acquisition [Line Items] | |||
Amortizable intangible assets: | 25,000 | ||
ION Media | Advertiser relationships | |||
Business Acquisition [Line Items] | |||
Amortizable intangible assets: | 139,000 | ||
ION Media | Trade names | |||
Business Acquisition [Line Items] | |||
Amortizable intangible assets: | 72,000 | ||
ION Media | Indefinite-lived intangible assets - FCC licenses | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets - FCC licenses | $ 433,700 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - ION Media - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating revenues | $ 547,643 | $ 559,436 |
Net income (loss) attributable to Scripps shareholders | $ 13,009 | $ (15,146) |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ 0.15 | $ (0.19) |
Diluted (in dollars per share) | $ 0.15 | $ (0.19) |
Acquisition-related Costs | ||
Net income (loss) attributable to Scripps shareholders | $ 26,200 | $ 35,600 |
Asset Write-Downs and Other C_2
Asset Write-Downs and Other Charges and Credits (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Acquisition and related integration costs | $ 28,645 | $ 4,910 | ||
Restructuring impairment charges | 7,050 | 0 | ||
Gains on sale of business | $ 6,500 | 81,784 | 0 | |
Gains (losses) on stock warrants | (67,244) | $ 0 | ||
Triton Digital Media | Disposed of by sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net proceeds from sale of business | 225,000 | |||
Gains on sale of business | $ 81,800 | $ 81,800 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate | 85.00% | (50.00%) |
Net impact of various items effecting the income tax effective rate | $ (1,300) | $ 1,000 |
Nondeductible expense | 70,700 | |
ION Media | ||
Operating Loss Carryforwards [Line Items] | ||
Discrete tax provision charge related to nondeductible transaction costs | 1,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
NOL valuation allowance adjustments | 1,200 | $ 4,000 |
Net discrete tax provision charge | $ 17,100 |
Restricted Cash - Narrative (De
Restricted Cash - Narrative (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Debt Instrument [Line Items] | |||
Cash restricted for pending acquisition | $ 0 | $ 1,050,000,000 | |
ION Media | |||
Debt Instrument [Line Items] | |||
Cash restricted for pending acquisition | $ 1,100,000,000 | ||
Senior unsecured notes, due in 2031 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt face value | $ 500,000,000 | ||
Senior 3.875% Notes Due 2029 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt face value | $ 550,000,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Option to extend leases | 5 years | |
Option to terminate leases | 1 year | |
Operating lease costs | $ 5.9 | $ 4.9 |
Short-term lease costs | $ 0.5 | $ 0.2 |
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, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use assets | $ 128,217 | $ 51,471 |
Other current liabilities | 19,396 | 9,623 |
Operating lease liabilities | $ 120,731 | $ 42,097 |
Weighted Average Remaining Lease Term | 8 years 9 months 25 days | 7 years 7 months 20 days |
Weighted Average Discount Rate | 4.33% | 5.96% |
Leases - Lease Cost Information
Leases - Lease Cost Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 4,875 | $ 4,178 |
Right-of-use assets obtained in exchange for lease obligations | $ 5,980 | $ 410 |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 23,470 |
2022 | 26,005 |
2023 | 21,735 |
2024 | 18,924 |
2025 | 14,917 |
Thereafter | 62,886 |
Total future minimum lease payments | 167,937 |
Less: Imputed interest | (27,810) |
Total | $ 140,127 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill [Roll Forward] | ||
Gross balance, beginning of period | $ 3,201,479 | $ 1,441,126 |
Accumulated impairment losses | (237,914) | (237,914) |
Net balance | 2,963,565 | 1,203,212 |
Gross balance, end of period | 3,201,479 | 1,441,126 |
Local Media | ||
Goodwill [Roll Forward] | ||
Gross balance, beginning of period | 1,122,408 | 1,122,408 |
Accumulated impairment losses | (216,914) | (216,914) |
Net balance | 905,494 | 905,494 |
Gross balance, end of period | 1,122,408 | 1,122,408 |
Scripps Networks | ||
Goodwill [Roll Forward] | ||
Gross balance, beginning of period | 2,079,071 | 232,742 |
Accumulated impairment losses | (21,000) | (21,000) |
Net balance | 2,058,071 | 211,742 |
Gross balance, end of period | 2,079,071 | 232,742 |
Other | ||
Goodwill [Roll Forward] | ||
Gross balance, beginning of period | 0 | 85,976 |
Accumulated impairment losses | 0 | 0 |
Net balance | 0 | 85,976 |
Gross balance, end of period | $ 0 | $ 85,976 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of other intangible assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying amount: | ||
Total carrying amount | $ 1,419,736 | $ 823,589 |
Accumulated amortization: | ||
Total accumulated amortization | (212,539) | (204,960) |
Net amortizable intangible assets | 1,207,197 | 618,629 |
Indefinite-lived intangible assets — FCC licenses | 790,515 | 356,815 |
Total other intangible assets | 1,997,712 | 975,444 |
Television affiliation relationships | ||
Carrying amount: | ||
Total carrying amount | 1,074,244 | 616,244 |
Accumulated amortization: | ||
Total accumulated amortization | (127,490) | (113,950) |
Customer lists and advertiser relationships | ||
Carrying amount: | ||
Total carrying amount | 213,400 | 102,900 |
Accumulated amortization: | ||
Total accumulated amortization | (53,871) | (53,232) |
Other | ||
Carrying amount: | ||
Total carrying amount | 132,092 | 104,445 |
Accumulated amortization: | ||
Total accumulated amortization | $ (31,178) | $ (37,778) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated amortization expense, remainder of 2021 | $ 67.7 |
Estimated amortization expense, 2022 | 88.6 |
Estimated amortization expense, 2023 | 83.5 |
Estimated amortization expense, 2024 | 82.1 |
Estimated amortization expense, 2025 | 80.4 |
Estimated amortization expense, 2026 | 77.4 |
Estimated amortization expense, in later years | $ 727.5 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | May 01, 2019 | Apr. 28, 2017 | |
Components of Long-term debt | |||||
Total outstanding principal | $ 3,787,257 | $ 2,991,910 | |||
Less: Debt issuance costs and issuance discounts | (78,361) | (57,939) | |||
Less: Current portion | (18,612) | (10,612) | |||
Long-term debt (less current portion) | 3,690,284 | 2,923,359 | |||
Fair value of long-term debt | [1] | 3,797,121 | 3,064,194 | ||
Senior secured notes, due in 2029 | Senior secured debt | |||||
Components of Long-term debt | |||||
Total outstanding principal | 550,000 | 550,000 | |||
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 in 2027 | Senior unsecured notes | |||||
Components of Long-term debt | |||||
Total outstanding principal | 500,000 | 500,000 | |||
Senior unsecured notes, due in 2031 | Senior unsecured notes | |||||
Components of Long-term debt | |||||
Total outstanding principal | 500,000 | 500,000 | |||
Term loan, due in 2024 | |||||
Components of Long-term debt | |||||
Total outstanding principal | 289,500 | 290,250 | |||
Term loan, due in 2026 | |||||
Components of Long-term debt | |||||
Total outstanding principal | 749,757 | 751,660 | |||
Less: Debt issuance costs and issuance discounts | $ (23,000) | ||||
Term loan, due in 2028 | |||||
Components of Long-term debt | |||||
Total outstanding principal | $ 798,000 | $ 0 | |||
[1] | Fair values of the 2025, 2027, 2029 and 2031 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) | Jan. 07, 2021USD ($) | Dec. 30, 2020USD ($) | Jul. 26, 2019USD ($) | May 01, 2019USD ($) | Apr. 04, 2018USD ($) | Apr. 28, 2017USD ($) | Nov. 30, 2020USD ($) | Dec. 31, 2021 | Mar. 31, 2021USD ($) | Jan. 06, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020 | Oct. 02, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Total outstanding principal | $ 3,787,257,000 | $ 2,991,910,000 | |||||||||||
Debt issuance costs | 78,361,000 | 57,939,000 | |||||||||||
Aggregate amount of debt principal repurchase program authorized | $ 500,000,000 | ||||||||||||
Amended and restated revolving credit facility | Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Letters of credit outstanding | 6,800,000 | 6,000,000 | |||||||||||
Amended and restated revolving credit facility | Revolving credit facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving credit borrowing capacity | $ 400,000,000 | $ 210,000,000 | |||||||||||
Number of days before maturity | 91 days | ||||||||||||
Total outstanding principal | $ 0 | 0 | |||||||||||
Net leverage ratio requirement | 4.75 | ||||||||||||
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% | ||||||||||||
Term loan, due in 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total outstanding principal | $ 289,500,000 | $ 290,250,000 | |||||||||||
Debt face value | $ 300,000,000 | ||||||||||||
Net leverage ratio requirement | 2.75 | ||||||||||||
Annual principal payments | $ 3,000,000 | ||||||||||||
Variable interest rate | 2.11% | 2.15% | |||||||||||
Weighted average interest rate | 2.13% | 3.67% | |||||||||||
Term loan, due in 2024 | Minimum | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
LIBOR plus margin range | 2.00% | ||||||||||||
Term loan, due in 2024 | Maximum | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
LIBOR plus margin range | 1.75% | ||||||||||||
Term loan, due in 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total outstanding principal | $ 749,757,000 | $ 751,660,000 | |||||||||||
Debt face value | $ 765,000,000 | ||||||||||||
Annual principal payments | 7,600,000 | ||||||||||||
Variable interest rate | 3.31% | 2.65% | |||||||||||
Weighted average interest rate | 3.26% | 4.17% | |||||||||||
Debt issuance costs | $ 23,000,000 | ||||||||||||
Minimum LIBOR Rate | 0.75% | ||||||||||||
Term loan, due in 2026 | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
LIBOR plus margin range | 2.56% | ||||||||||||
Term loan, due in 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total outstanding principal | $ 798,000,000 | $ 0 | |||||||||||
Annual principal payments | $ 8,000,000 | ||||||||||||
Minimum LIBOR Rate | 0.75% | ||||||||||||
Term loan, due in 2028 | Medium-term Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Weighted average interest rate | 3.75% | ||||||||||||
Debt stated rate | 3.75% | ||||||||||||
Sixth Amendment Facility | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
LIBOR plus margin range | 3.00% | ||||||||||||
Sixth Amendment Facility | Medium-term Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs | $ 23,400,000 | ||||||||||||
Sixth Amendment Facility | Medium-term Notes | ION Media | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt face value | $ 800,000,000 | ||||||||||||
Senior 3.875% Notes Due 2029 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt face value | $ 550,000,000 | ||||||||||||
Debt issuance costs | $ 13,800,000 | ||||||||||||
Debt stated rate | 3.875% | ||||||||||||
Debt issuance price as a percentage of par | 100.00% | ||||||||||||
Senior 3.875% Notes Due 2029 | Senior Notes | Redemption Period One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Redemption as a percent of principal | 40.00% | ||||||||||||
Debt redemption price | 103.875% | ||||||||||||
Senior 3.875% Notes Due 2029 | Senior Notes | Redemption Period Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt redemption price | 100.00% | ||||||||||||
Senior unsecured notes, due in 2025 | Senior unsecured notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total outstanding principal | $ 400,000,000 | 400,000,000 | |||||||||||
Debt face value | $ 400,000,000 | ||||||||||||
Debt issuance costs | $ 7,000,000 | ||||||||||||
Debt stated rate | 5.125% | ||||||||||||
Debt issuance price as a percentage of par | 100.00% | ||||||||||||
Senior unsecured notes, due in 2025 | Senior unsecured notes | Subsequent Event | Scenario, Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Redemption as a percent of principal | 102.563% | ||||||||||||
Senior unsecured notes, due in 2027 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt face value | $ 500,000,000 | ||||||||||||
Debt issuance costs | $ 10,700,000 | ||||||||||||
Debt stated rate | 5.875% | ||||||||||||
Debt issuance price as a percentage of par | 100.00% | ||||||||||||
Senior unsecured notes, due in 2027 | Senior Notes | Redemption Period One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Redemption as a percent of principal | 40.00% | ||||||||||||
Debt redemption price | 105.875% | ||||||||||||
Senior unsecured notes, due in 2027 | Senior Notes | Redemption Period Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt redemption price | 100.00% | ||||||||||||
Senior unsecured notes, due in 2027 | Senior unsecured notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total outstanding principal | 500,000,000 | 500,000,000 | |||||||||||
Senior unsecured notes, due in 2031 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt face value | $ 500,000,000 | ||||||||||||
Debt issuance costs | $ 12,500,000 | ||||||||||||
Debt stated rate | 5.375% | ||||||||||||
Debt issuance price as a percentage of par | 100.00% | ||||||||||||
Senior unsecured notes, due in 2031 | Senior Notes | Redemption Period One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Redemption as a percent of principal | 40.00% | ||||||||||||
Debt redemption price | 105.375% | ||||||||||||
Senior unsecured notes, due in 2031 | Senior Notes | Redemption Period Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt redemption price | 100.00% | ||||||||||||
Senior unsecured notes, due in 2031 | Senior unsecured notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total outstanding principal | $ 500,000,000 | $ 500,000,000 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Other liabilities | ||
Employee compensation and benefits | $ 36,614 | $ 34,020 |
Deferred FCC repack income | 44,442 | 44,945 |
Programming liability | 207,093 | 33,481 |
Liability for pension benefits | 154,212 | 161,845 |
Liabilities for uncertain tax positions | 21,760 | 2,332 |
Liability for common stock warrants | 248,084 | 0 |
Other | 27,116 | 9,742 |
Other liabilities (less current portion) | $ 739,321 | $ 286,365 |
Other Liabilities - Narrative (
Other Liabilities - Narrative (Details) - ION Media - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Mar. 31, 2021 | Jan. 07, 2021 |
Business Acquisition [Line Items] | ||
Exercise right of warrants ( in dollars per share) | $ 13 | |
Uncertain tax position liabilities assumed in acquisition | $ 19.3 | |
Uncertain tax liabilities assumed in acquisition related to DPAD | $ 15.1 | |
Berkshire Hathaway | Preferred Stock | ||
Business Acquisition [Line Items] | ||
Number of shares purchasable by warrant | 23.1 | |
Exercise right of warrants ( in dollars per share) | $ 13 | |
Fair value of warrants, with option to settle for cash, for Class A common stock | $ 248 | $ 181 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Changes in Certain Working Capital Accounts, Net | ||
Accounts receivable | $ 43,559 | $ 8,850 |
Other current assets | 1,851 | (11,969) |
Accounts payable | 6,342 | 14,034 |
Accrued employee compensation and benefits | (19,387) | (13,711) |
Accrued interest | 7,687 | (1,172) |
Other accrued liabilities | (16,151) | 15,041 |
Unearned revenue | (5,672) | (3,130) |
Other, net | 22,816 | 863 |
Total | $ 41,045 | $ 8,806 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | $ 3,971 | $ 4,814 |
Net periodic benefit cost — continuing operations | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | 3,971 | 4,609 |
Disposed of by sale | Allocated to discontinued operations | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | 0 | (205) |
Defined contribution plan | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | 3,978 | 3,779 |
Defined benefit plans | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | 4,103 | 4,917 |
Expected return on plan assets, net of expenses | (5,820) | (5,256) |
Amortization of actuarial loss and prior service cost | 1,487 | 1,125 |
Total for defined benefit pension plan | (230) | 786 |
Multi-employer plans | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | 0 | 9 |
SERPs | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net periodic benefit cost | $ 223 | $ 240 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
SERPs | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions to benefit plan | $ 0.3 |
Estimated future contributions | 1.1 |
Defined benefit plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions to benefit plan | 5.7 |
Estimated future contributions | $ 18.7 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Local Media | Mar. 31, 2021affiliatestationlowPowerStation |
Segment Reporting Information [Line Items] | |
Number of local broadcast stations | station | 61 |
Number of low power stations operated | lowPowerStation | 10 |
ABC affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 18 |
NBC affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 11 |
CBS affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 9 |
FOX affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 4 |
CW affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 12 |
Number of full power stations | station | 4 |
Number of multicast | station | 8 |
My TV Affiliates | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 2 |
Independent station | |
Segment Reporting Information [Line Items] | |
Number of affiliates | 3 |
Segment Information - Schedule
Segment Information - Schedule of Business Segments (Details) - USD ($) $ in Thousands | Dec. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Information regarding business segments | |||
Total operating revenues | $ 540,921 | $ 414,223 | |
Segment profit (loss) | 57,218 | 20,924 | |
Acquisition and related integration costs | (28,645) | (4,910) | |
Restructuring costs | (7,050) | 0 | |
Depreciation and amortization of intangible assets | (39,507) | (27,345) | |
Gains (losses), net on disposal of property and equipment | (80) | (1,433) | |
Interest expense | (43,882) | (25,798) | |
Defined benefit pension plan income (expense) | 7 | (1,026) | |
Gains on sale of business | $ 6,500 | 81,784 | 0 |
Gains (losses) on stock warrants | (67,244) | 0 | |
Miscellaneous, net | (4,851) | 1,114 | |
Income (loss) from continuing operations before income taxes | 23,032 | (4,786) | |
Depreciation: | |||
Total depreciation | 14,125 | 13,351 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 25,382 | 13,994 | |
Additions to property and equipment: | |||
Total additions to property and equipment | 7,392 | 16,369 | |
Intersegment Eliminations | |||
Information regarding business segments | |||
Total operating revenues | (3,441) | (3,129) | |
Corporate, Non-Segment | |||
Information regarding business segments | |||
Segment profit (loss) | (18,921) | (18,654) | |
Depreciation: | |||
Total depreciation | 356 | 381 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 521 | 338 | |
Additions to property and equipment: | |||
Total additions to property and equipment | 19 | 114 | |
Local Media | Operating Segments | |||
Information regarding business segments | |||
Total operating revenues | 312,581 | 324,933 | |
Segment profit (loss) | 55,937 | 59,106 | |
Depreciation: | |||
Total depreciation | 9,685 | 11,490 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 9,597 | 9,921 | |
Additions to property and equipment: | |||
Total additions to property and equipment | 5,454 | 14,441 | |
Scripps Networks | Operating Segments | |||
Information regarding business segments | |||
Total operating revenues | 213,660 | 76,755 | |
Segment profit (loss) | 92,203 | 9,969 | |
Depreciation: | |||
Total depreciation | 3,835 | 1,295 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 13,117 | 1,835 | |
Additions to property and equipment: | |||
Total additions to property and equipment | 1,489 | 1,591 | |
Other | Operating Segments | |||
Information regarding business segments | |||
Total operating revenues | 18,121 | 15,664 | |
Segment profit (loss) | 3,281 | 4,191 | |
Depreciation: | |||
Total depreciation | 249 | 185 | |
Amortization of intangible assets: | |||
Total amortization of intangible assets | 2,147 | 1,900 | |
Additions to property and equipment: | |||
Total additions to property and equipment | $ 430 | $ 223 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue Generating Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 540,921 | $ 414,223 |
Core advertising | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 361,303 | 235,821 |
Political | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 1,311 | 18,720 |
Retransmission and carriage fees | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 156,497 | 138,950 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 21,810 | $ 20,732 |
Capital Stock (Details)
Capital Stock (Details) | Mar. 15, 2021USD ($) | Jan. 07, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)directorclassOfCommonShare | Feb. 29, 2020USD ($) | Feb. 28, 2020USD ($) | Nov. 30, 2016USD ($) |
Class of Stock [Line Items] | ||||||
Classes of common shares | classOfCommonShare | 2 | |||||
Minimum number of directors up for election to entitle shareholders to vote | director | 3 | |||||
Percentage of directors up for election if more than minimum number | 33.33% | |||||
Preferred stock dividends | $ 11,067,000 | |||||
ION Media | ||||||
Class of Stock [Line Items] | ||||||
Exercise right of warrants ( in dollars per share) | $ / shares | $ 13 | |||||
Preferred Stock | Berkshire Hathaway | ION Media | ||||||
Class of Stock [Line Items] | ||||||
Financing provided for business acquisition | $ 600,000,000 | |||||
Preferred shares issued | shares | 6,000 | |||||
Face value of Preferred shares (in dollars per share) | $ / shares | $ 100,000 | |||||
Preferred shares redemption price, as a percent | 105.00% | |||||
Preferred stock dividend rate | 8.00% | |||||
Preferred stock dividend rate if dividends not paid in cash | 9.00% | |||||
Preferred stock dividends | $ 9,100,000 | |||||
Number of shares purchasable by warrant | shares | 23,100,000 | |||||
Exercise right of warrants ( in dollars per share) | $ / shares | $ 13 | |||||
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 | $ 50,300,000 | ||||
Common stock, Class A | Berkshire Hathaway | ION Media | ||||||
Class of Stock [Line Items] | ||||||
Number of shares purchasable by warrant | shares | 23,100,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Equity, beginning balance | $ 1,163,265 | $ 897,935 |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | 1,205 | 908 |
Net current-period other comprehensive income (loss) | 1,205 | 908 |
Equity, ending balance | 1,569,187 | 885,320 |
Defined Benefit Pension Items | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Equity, beginning balance | (99,789) | (98,734) |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | 1,187 | 902 |
Net current-period other comprehensive income (loss) | 1,187 | 902 |
Equity, ending balance | (98,602) | (97,832) |
Actuarial gain (loss) tax amount | 374 | 286 |
Other | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Equity, beginning balance | (330) | (255) |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Amounts reclassified from AOCI, net of tax | 18 | 6 |
Net current-period other comprehensive income (loss) | 18 | 6 |
Equity, ending balance | (312) | (249) |
Total | ||
Accumulated Other Comprehensive Loss [Roll Forward] | ||
Equity, beginning balance | (100,119) | (98,989) |
Equity, ending balance | $ (98,914) | $ (98,081) |
Assets Held for Sale and Disc_3
Assets Held for Sale and Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 30, 2020 | Jul. 10, 2020 | Sep. 19, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gains on sale of business | $ 6,500 | $ 81,784 | $ 0 | |||
Interest income | 7,600 | |||||
Nexstar Media Group, Inc. | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of business | $ 83,700 | $ 75,000 | ||||
Disposed of by sale | Stitcher Podcasting Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration received for business | $ 325,000 | |||||
Cash upfront for sale of business | 265,000 | |||||
Disposed of by sale | Triton Digital Media | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration received for business | $ 225,000 | 225,000 | ||||
Gains on sale of business | $ 81,800 | 81,800 | ||||
Disposed of by sale | Earnout | Stitcher Podcasting Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Earnout based on financial results | 30,000 | |||||
Disposed of by sale | Earnout Based On 2021 Financial Results | Stitcher Podcasting Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Earnout based on financial results | $ 30,000 | |||||
Disposed of by sale | Earnout Contingent Consideration | Stitcher Podcasting Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Earnout based on financial results | 12,700 | |||||
Increase in contingent earnout consideration | $ 2,700 |
Assets Held for Sale and Disc_4
Assets Held for Sale and Discontinued Operations - Operating Results of Discontinued Operations (Details) - Disposed of by sale - Stitcher Podcasting Business - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Operating revenues | $ 0 | $ 17,128 |
Total costs and expenses | (22,802) | |
Depreciation and amortization of intangible assets | (570) | |
Other, net | 2,686 | |
Income (loss) from discontinued operations before income taxes | 2,686 | (6,244) |
Provision (benefit) for income taxes | 622 | (1,633) |
Net income (loss) from discontinued operations | $ 2,064 | $ (4,611) |