10-Q 1 ssp-2018331x10q.htm 10-Q Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018     
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
 
For the transition period from                      to                     
Commission File Number 0-16914
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of
incorporation or organization)
 
31-1223339
(IRS Employer
Identification Number)
 
 
 
312 Walnut Street
Cincinnati, Ohio
(Address of principal executive offices)
 
45202
(Zip Code)
Registrant's telephone number, including area code: (513) 977-3000
Not applicable
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company “in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
 
Accelerated filer o 
 
Emerging growth company o 
Non-accelerated filer o 
(Do not check if a smaller reporting company)
 
Smaller reporting company o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of March 31, 2018, there were 69,754,678 of the registrant’s Class A Common shares, $0.01 par value per share, outstanding and 11,932,722 of the registrant’s Common Voting shares,$0.01 par value per share, outstanding.
 



Index to The E.W. Scripps Company Quarterly Report
on Form 10-Q for the Quarter Ended March 31, 2018

2



PART I

As used in this Quarterly Report on Form 10-Q, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole.

Item 1. Financial Statements

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

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

PART II

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our 2017 Annual Report on Form 10-K.

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

There were no sales of unregistered equity securities during the quarter ended March 31, 2018.

The following table provides information about Company purchases of Class A Common shares during the quarter ended March 31, 2018, and the remaining amount that may still be purchased under the program.
Period
 
Total number of shares purchased
 
Average price paid per share
 
Total market value of shares purchased
 
Maximum value that may yet be purchased under the plans or programs
 
 
 
 
 
 
 
 
 
1/1/2018 — 1/31/2018
 
135,701

 
$
15.84

 
$
2,149,804

 
$
80,456,225

2/1/2018 — 2/28/2018
 
128,500

 
15.24

 
1,958,462

 
$
78,497,763

3/1/2018 — 3/31/2018
 
21,000

 
14.32

 
300,684

 
$
78,197,079

Total
 
285,201

 
$
15.46

 
$
4,408,950

 
 


3



In November 2016, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares through December 2018. At March 31, 2018, $78.2 million remained under the authorization.

Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities during the quarter ended March 31, 2018.

Item 4. Mine Safety Disclosures
None.

Item 5. Other Information
None.

Item 6. Exhibits
Exhibit Number
 
Exhibit Description
31(a)
 
31(b)
 
32(a)
 
32(b)
 
10.10
 
101.INS
 
XBRL Instance Document (furnished herewith)
101.SCH
 
XBRL Taxonomy Extension Schema Document (furnished herewith)
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)



4



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

 
THE E.W. SCRIPPS COMPANY
 
 
 
Dated: May 7, 2018
By:
/s/ Douglas F. Lyons 
 
 
Douglas F. Lyons
 
 
Senior Vice President, Controller and Treasurer
 
 
(Principal Accounting Officer)



5



The E.W. Scripps Company
Index to Financial Information (Unaudited)



F-1



The E.W. Scripps Company
Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)
 
As of 
 March 31, 
 2018
 
As of 
 December 31, 
 2017
 
 
 
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
130,385

 
$
148,699

Accounts receivable (less allowances—$1,892 and $1,949)
 
236,199

 
245,365

Programming
 
55,174

 
53,468

Miscellaneous
 
25,506

 
21,998

Assets held for sale — current
 
113,779

 
136,004

Total current assets
 
561,043

 
605,534

Investments
 
7,776

 
7,699

Property and equipment
 
212,040

 
209,995

Goodwill
 
755,949

 
755,949

Other intangible assets
 
418,653

 
425,975

Programming (less current portion)
 
87,136

 
85,269

Deferred income taxes
 
22,037

 
20,076

Miscellaneous
 
19,348

 
19,051

Total Assets
 
$
2,083,982

 
$
2,129,548

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
27,770

 
$
23,647

Unearned revenue
 
7,184

 
7,353

Current portion of long-term debt
 
5,656

 
5,656

Accrued liabilities:
 
 
 
 
Employee compensation and benefits
 
26,255

 
41,939

Programming liability
 
52,607

 
58,176

Miscellaneous
 
45,873

 
44,396

Other current liabilities
 
9,715

 
10,085

Liabilities held for sale — current
 
19,117

 
19,536

Total current liabilities
 
194,177

 
210,788

Long-term debt (less current portion)
 
687,106

 
687,619

Other liabilities (less current portion)
 
298,011

 
293,656

Equity:
 
 
 
 
Preferred stock, $.01 par — authorized: 25,000,000 shares; none outstanding
 

 

Common stock, $.01 par:
 
 
 
 
Class A — authorized: 240,000,000 shares; issued and outstanding: 69,754,678 and 69,699,105 shares
 
698

 
697

Voting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares
 
119

 
119

Total
 
817

 
816

Additional paid-in capital
 
1,126,688

 
1,129,020

Accumulated deficit
 
(120,635
)
 
(90,061
)
Accumulated other comprehensive loss, net of income taxes
 
(102,182
)
 
(102,922
)
Total The E.W. Scripps Company shareholders' equity
 
904,688

 
936,853

Noncontrolling interest
 

 
632

Total equity
 
904,688

 
937,485

Total Liabilities and Equity
 
$
2,083,982

 
$
2,129,548

See notes to condensed consolidated financial statements.

F-2



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

 
 
Three Months Ended 
 March 31,
(in thousands, except per share data)
 
2018
 
2017
 
 
 
 
 
Operating Revenues:
 
 
 
 
Advertising
 
$
169,137

 
$
119,896

Retransmission and carriage
 
71,060

 
66,211

Other
 
13,994

 
12,368

Total operating revenues
 
254,191

 
198,475

Costs and Expenses:
 
 
 
 
Employee compensation and benefits
 
98,489

 
94,925

Programming
 
83,363

 
48,723

Other expenses
 
53,023

 
40,766

Restructuring costs
 
3,807

 

Total costs and expenses
 
238,682


184,414

Depreciation, Amortization, and (Gains) Losses:
 
 
 
 
Depreciation
 
8,099

 
8,391

Amortization of intangible assets
 
7,321

 
5,470

(Gains) losses, net on disposal of property and equipment
 
717

 
47

Net depreciation, amortization, and (gains) losses
 
16,137


13,908

Operating income (loss)
 
(628
)
 
153

Interest expense
 
(8,759
)
 
(4,195
)
Defined benefit pension plan expense
 
(1,388
)
 
(3,467
)
Miscellaneous, net
 
167

 
(879
)
Income (loss) from continuing operations before income taxes
 
(10,608
)
 
(8,388
)
Provision (benefit) for income taxes
 
(2,031
)
 
(5,655
)
Income (loss) from continuing operations, net of tax
 
(8,577
)
 
(2,733
)
Income (loss) from discontinued operations, net of tax
 
(18,504
)

794

Net income (loss)
 
(27,081
)
 
(1,939
)
Net income (loss) attributable to noncontrolling interest
 
(632
)
 

Net income (loss) attributable to the shareholders of The E.W. Scripps Company
 
$
(26,449
)
 
$
(1,939
)
 
 
 
 
 
Net income (loss) per basic share of common stock attributable to the shareholders of
The E.W. Scripps Company:
 
 
 
 
Income (loss) from continuing operations
 
$
(0.10
)

$
(0.03
)
Income (loss) from discontinued operations
 
(0.23
)

0.01

Net income (loss) per basic share of common stock attributable to the shareholders of
The E.W. Scripps Company
 
$
(0.33
)

$
(0.02
)
 
 
 
 
 
Net income (loss) per diluted share of common stock attributable to the shareholders of
The E.W. Scripps Company:
 
 
 
 
Income (loss) from continuing operations
 
$
(0.10
)
 
$
(0.03
)
Income (loss) from discontinued operations
 
(0.23
)
 
0.01

Net income (loss) per diluted share of common stock attributable to the shareholders of
The E.W. Scripps Company
 
$
(0.33
)
 
$
(0.02
)
See notes to condensed consolidated financial statements.

F-3



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

 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
 
 
 
 
 
Net income (loss)
 
$
(27,081
)
 
$
(1,939
)
Changes in defined benefit pension plans, net of tax of $248 and $433
 
740

 
695

Other
 

 
(16
)
Total comprehensive income (loss)

(26,341
)
 
(1,260
)
Less comprehensive net income (loss) attributable to noncontrolling interest
 
(632
)
 

Total comprehensive income (loss) attributable to the shareholders of The E.W. Scripps Company
 
$
(25,709
)
 
$
(1,260
)
See notes to condensed consolidated financial statements.

F-4



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

 
Three Months Ended 
 March 31,
(in thousands)
 
2018

2017
 
 
 
 
 
Cash Flows from Operating Activities:
 



Net income (loss)
 
$
(27,081
)
 
$
(1,939
)
Income (loss) from discontinued operations, net of tax
 
(18,504
)
 
794

Income (loss) from continuing operations, net of tax
 
(8,577
)
 
(2,733
)
Adjustments to reconcile net income (loss) from continuing operations to net cash flows from operating activities:
 



Depreciation and amortization
 
15,420

 
13,861

(Gain)/loss on sale of property and equipment
 
717

 
47

Programming assets and liabilities
 
(4,947
)
 
945

Deferred income taxes
 
(2,209
)

(5,364
)
Stock and deferred compensation plans
 
4,658


7,782

Pension expense, net of contributions
 
(1,581
)

2,096

Other changes in certain working capital accounts, net
 
(2,258
)

(11,476
)
Miscellaneous, net
 
101


124

Net cash provided by operating activities from continuing operations
 
1,324

 
5,282

Net cash provided by operating activities from discontinued operations
 
3,691

 
4,195

Net operating activities
 
5,015

 
9,477

Cash Flows from Investing Activities:
 



Additions to property and equipment
 
(11,362
)

(3,916
)
Purchase of investments
 
(117
)

(609
)
Miscellaneous, net
 
192

 
128

Net cash used in investing activities from continuing operations
 
(11,287
)
 
(4,397
)
Net cash used in investing activities from discontinued operations
 
(320
)
 
(187
)
Net investing activities
 
(11,607
)
 
(4,584
)
Cash Flows from Financing Activities:
 



Payments on long-term debt
 
(750
)

(979
)
Dividends paid
 
(4,125
)
 

Repurchase of Class A Common shares
 
(4,409
)

(1,760
)
Proceeds from exercise of stock options
 
234


1,461

Tax payments related to shares withheld for RSU vesting
 
(1,868
)

(3,287
)
Miscellaneous, net
 
(804
)

(2,412
)
Net cash used in continuing financing activities
 
(11,722
)

(6,977
)
Increase (decrease) in cash, cash equivalents and restricted cash
 
(18,314
)

(2,084
)
Cash, cash equivalents and restricted cash:
 



Beginning of year
 
148,699


134,352

End of period
 
$
130,385


$
132,268

 
 
 
 
 
Supplemental Cash Flow Disclosures
 
 
 
 
Interest paid
 
$
3,016


$
3,507

Income taxes paid
 
$
178

 
$
66

Non-cash investing information
 
 
 
 
Capital expenditures included in accounts payable
 
$
158

 
$
428


See notes to condensed consolidated financial statements.

F-5



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

(in thousands)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interest
 
Total
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2016
 
$
819

 
$
1,132,540

 
$
(94,077
)
 
$
(93,347
)
 
$

 
$
945,935

Comprehensive income (loss)
 

 

 
(1,939
)
 
679

 

 
(1,260
)
Repurchase of 81,091 Class A Common shares
 
(1
)
 
(1,262
)
 
(497
)
 

 

 
(1,760
)
Compensation plans: 466,474 net shares issued *
 
5

 
4,534

 

 

 

 
4,539

As of March 31, 2017
 
$
823

 
$
1,135,812

 
$
(96,513
)
 
$
(92,668
)
 
$

 
$
947,454

 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
$
816

 
$
1,129,020

 
$
(90,061
)
 
$
(102,922
)
 
$
632

 
$
937,485

Comprehensive income (loss)
 

 

 
(26,449
)
 
740

 
(632
)
 
(26,341
)
Cash dividend: declared and paid - $0.05 per share
 

 

 
(4,125
)
 

 

 
(4,125
)
Repurchase of 285,201 Class A Common shares
 
(3
)
 
(4,406
)
 

 

 

 
(4,409
)
Compensation plans: 340,774 net shares issued *
 
4

 
2,074

 

 

 

 
2,078

As of March 31, 2018
 
$
817

 
$
1,126,688

 
$
(120,635
)
 
$
(102,182
)
 
$

 
$
904,688

* Net of tax payments related to shares withheld for vested RSUs of $1,868 in 2018 and $3,287 in 2017.
See notes to condensed consolidated financial statements.


F-6



The E.W. Scripps Company
Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies
As used in the Notes to Condensed Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies or to all of them taken as a whole.
Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2017 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.
Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local and national media brands. All of our media businesses provide content and advertising services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: Local Media, National Media and Other. Additional information for our business segments is presented in the Notes to Condensed Consolidated Financial Statements.
In the fourth quarter of 2017, we began the process to divest our radio business. As such, we have classified the radio segment as held for sale in our Condensed Consolidated Balance Sheets and reported its results as discontinued operations in our Condensed Consolidated Statements of Operations. For additional information on our radio business, see Note 16.

Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions.

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plans; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks.
While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.
Nature of Products and Services — The following is a description of principal activities from which we generate revenue.
Core Advertising Core advertising is comprised of sales to local and national customers. The advertising includes a combination of broadcast air spots, as well as digital advertising. Pricing of broadcast spot advertising 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 YouTubeTV, DirectTV

F-7



Now and Sony Vue. The fees we receive are typically based on the number of subscribers in our local market and the contracted rate per subscriber.
Other Products and Services We derive revenue from sponsorships and community events through our Local Media segment. Our National Media segment offers subscription services for access to premium content to its customers. Our podcast business acts as a sales and marketing representative and earns commission for its work.
Refer to Note 12. Segment Information for further information, including revenue by significant product and service offering.
Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers.
Advertising 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 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.
Refer to Note 2. Recently Adopted and Issued Accounting Standards for further information on the adoption of the new revenue recognition standard.
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 determine the allowance based on known troubled accounts, historical experience, and other currently available evidence. Allowance for doubtful accounts totaled $1.9 million at March 31, 2018 and December 31, 2017.
We record unearned revenue when cash payments are received in advance of our performance. Unearned revenue balances totaled $7.2 million at March 31, 2018, and are expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $7.4 million at December 31, 2017.
Assets Recognized from the Costs to Obtain a Contract with a Customer — We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We apply and use the practical expedient in the revenue guidance to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. This expedient applies to advertising sales commissions since advertising contracts are short-term in nature. We do not have any capitalized costs to obtain a contract recognized within our condensed consolidated balance sheets.
Use of Other Practical Expedients — For our arrangements that have an original duration of one year or less, we use the practical expedient applicable to such arrangements and do not consider the time value of money. In addition, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

F-8



Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2017 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs) and unrestricted Class A Common shares and performance units to key employees and non-employee directors.
Share-based compensation costs totaled $3.4 million and $5.8 million for the first quarter of 2018 and 2017, respectively.
Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities.
The following table presents information about basic and diluted weighted-average shares outstanding:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
 
 
 
 
 
Numerator (for basic and diluted earnings per share)
 
 
 
 
Income (loss) from continuing operations, net of tax
 
$
(8,577
)
 
$
(2,733
)
Net loss (income) attributable to noncontrolling interest

632

 

Numerator for basic and diluted earnings per share from continuing operations attributable to the shareholders of The E.W. Scripps Company
 
$
(7,945
)
 
$
(2,733
)
Denominator
 
 
 
 
Basic weighted-average shares outstanding

81,554


82,079

Effect of dilutive securities:
 



Stock options held by employees and directors
 



Diluted weighted-average shares outstanding
 
81,554

 
82,079

 
 
 
 
 
Anti-dilutive securities (1)
 
1,677

 
1,397

(1) 
Amount outstanding at balance sheet date, before application of the treasury stock method and not weighted for period outstanding.  
For the three month periods ended March 31, 2018 and 2017, we incurred a net loss and the inclusion of RSUs and stock options would have been anti-dilutive, and accordingly the diluted EPS calculation for the period excludes those common share equivalents.

2. Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting Standards — In August 2016, the FASB issued new guidance related to classification of certain cash receipts and payments in the statement of cash flows. This new guidance was issued with the objective of reducing diversity in practice around eight specific types of cash flows. The new guidance was effective for us January 1, 2018 and did not have an impact on our condensed consolidated statements of cash flows.

In January 2016, the FASB issued new guidance on the recognition and measurement of financial instruments. This guidance primarily affects the accounting for equity method investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The new standard was effective for us on January 1, 2018 and did not have an impact on our condensed consolidated financial statements.

In May 2014, the FASB issued a new standard related to revenue recognition. Under this standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The standard creates a five-step process that requires entities to exercise judgment when considering the terms of the contract(s) and all relevant facts and circumstances. In addition, the standard requires expanded footnote disclosure.

We adopted this standard on January 1, 2018, using the full retrospective method. Regarding our advertising contracts, which comprised 65% of 2017 operating revenues, the contracts are short-term in nature with transaction price consideration agreed upon in advance. Revenue on broadcast advertising spots will continue to be recognized when commercials are aired.

F-9



Online advertising revenue earned through the display of digital advertisements across various digital platforms typically take the form of an impression-based contract, fixed fee time-based contract or transaction-based contract. Revenue will continue to be recognized evenly over the contract term for fixed fee contracts where a minimum number of impressions or click-throughs is not guaranteed. Revenue will be recognized as the service is delivered for impression and transaction based contracts. Retransmission revenue, which comprised 30% of 2017 operating revenues, will be recognized under the licensing of intellectual property guidance in the standard, which will not result in a change to our previous revenue recognition.

The only identified impacts of the standard were the recording of certain revenue transactions on a gross basis that were previously recorded on a net basis and barter revenue and expense related to syndicated programming will no longer be recognized under the new guidance.

Adoption of this standard on January 1, 2018 using the full retrospective method required us to adjust certain previously reported results. The following table presents the impact of adoption of the standard on our condensed consolidated statement of operations:

 
 
Three Months Ended March 31, 2017
(in thousands)
 
As Previously Reported
 
Adjustments for Adoption of New Revenue Standard
 
As Adjusted
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
Advertising
 
$
120,111

 
$
(215
)
 
$
119,896

Retransmission and carriage
 
66,211

 

 
66,211

Other
 
10,007

 
2,361

 
12,368

Total operating revenues
 
196,329

 
2,146

 
198,475

Costs and Expenses:
 
 
 
 
 
 
Employee compensation and benefits
 
94,925

 

 
94,925

Programming
 
46,577

 
2,146

 
48,723

Other expenses
 
40,766

 

 
40,766

Total costs and expenses
 
$
182,268

 
$
2,146

 
$
184,414


Adoption of the new revenue recognition standard had no impact on our condensed consolidated balance sheets, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of cash flows or condensed consolidated statements of equity.

In February 2018, the FASB issued new guidance that permits companies to reclassify the disproportionate tax effect in accumulated other comprehensive income ("AOCI") caused by the Tax Cuts and Jobs Act of 2017. We have adopted this guidance as of December 31, 2017. The impact of the adoption was to reclassify $19.4 million of tax effects related to our defined benefits plans from AOCI to retained earnings.

Recently Issued Accounting StandardsIn June 2016, the FASB issued new guidance that changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace today’s “incurred loss” model and generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. The guidance is effective in 2020 with early adoption permitted in 2019. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements and the timing of adoption.

In February 2016, the FASB issued new guidance on the accounting for leases. Under this guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements.


F-10



3. Acquisitions

Katz

On October 2, 2017, we acquired the Katz networks for $292 million, which is net of a 5.33% noncontrolling interest we owned prior to the acquisition date. Katz owns and operates four national television networks — Bounce, Grit, Escape and Laff. The acquisition was funded through the issuance of a new term loan B. Katz is included as part of our National Media segment.

Pending the finalization of asset valuations, the following table summarizes the preliminary fair values of the assets acquired and the liabilities assumed:
(in thousands)
 
 
 
 
 
Assets:
 
 
Cash
 
$
21,372

Accounts receivable
 
44,306

Current portion of programming
 
47,120

Intangible assets
 
32,300

Goodwill
 
209,572

Programming (less current portion)
 
74,998

Other assets
 
1,395

Total assets acquired
 
431,063

Accounts payable and accrued liabilities
 
29,339

Current portion of programming liabilities
 
46,376

Programming liabilities
 
53,036

Net purchase price
 
$
302,312


Of the $32 million allocated to intangible assets, $8 million was assigned to trade names with a life of 10 years and $24 million was assigned to advertiser relationships with a life of 5 years.

The goodwill of $210 million arises from being able to enter into the market for established over-the-air networks. The goodwill was allocated to our National Media segment. We treated the transaction as an asset acquisition for income tax purposes with a step-up in the assets acquired. The goodwill is deductible for income tax purposes.

Pro forma results of operations

Pro forma results of operations, assuming the Katz acquisition had taken place at the beginning of 2017, are presented in the following table. The pro forma information includes the historical results of operations of Scripps and Katz, as well as adjustments for additional depreciation and amortization of the assets acquired and additional interest expense related to the financing of the transaction. The pro forma information does not include efficiencies, cost reductions or synergies expected to result from the acquisition. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period.
 
 
Three Months Ended 
 March 31,
(in thousands, except per share data) (unaudited)
 
2017
 
 
 
Operating revenues
 
$
233,288

Income (loss) from continuing operations, net of tax
 
(2,538
)
Income (loss) per share from continuing operations attributable to the shareholders of The E.W. Scripps Company
 
 
          Basic
 
$
(0.03
)
          Diluted
 
(0.03
)


F-11



4. Asset Write-Downs and Other Charges and Credits

First quarter 2018 loss from continuing operations includes $3.8 million of severance and outside consulting fees associated with our previously announced restructuring.

5. Income Taxes

We file a consolidated federal income tax return, consolidated unitary tax returns in certain states and other separate state income tax returns for our subsidiary companies.

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, 2018 and 2017, was 19% and 67%, respectively. On December 22, 2017, the U.S. government enacted comprehensive tax legislation referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates. The U.S. federal statutory rate was 21% in the first quarter 2018 and 35% in the first quarter 2017 impacting the comparability of the income tax provision between those periods. We made a preliminary estimate of the impact of the Tax Act on our deferred taxes in our 2017 financial statements. There were no changes to that provisional estimate during the first quarter of 2018.

Other differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, non-deductible expenses, release of reserves for uncertain tax positions and excess tax benefits or expense on share-based compensation ($0.7 million expense and $2.4 million benefit in 2018 and 2017, respectively).

Deferred tax assets totaled $22.0 million at March 31, 2018, which includes the tax effect of state net operating loss carryforwards. We recognize state net operating loss carryforwards as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance.

6. Restricted Cash

At March 31, 2018 and December 31, 2017, our cash and cash equivalents included $5.1 million held in a restricted cash account on deposit with our insurance carrier. This account serves as collateral, in place of an irrevocable stand-by letter of credit, to provide financial assurance that we will fulfill our obligations with respect to cash requirements associated with our workers' compensation self-insurance. This cash is to remain on deposit with the carrier until all claims have been paid or we provide a letter of credit in lieu of the cash deposit.


F-12



7. Goodwill and Other Intangible Assets
Goodwill consisted of the following:
(in thousands)
 
Local Media
 
National Media
 
Total
 
 
 
 
 
 
 
Gross balance as of December 31, 2017
 
$
708,133

 
$
315,133

 
$
1,023,266

Accumulated impairment losses
 
(216,914
)
 
(50,403
)
 
(267,317
)
Net balance as of December 31, 2017
 
$
491,219

 
$
264,730

 
$
755,949

 
 
 
 
 
 
 
Gross balance as of March 31, 2018
 
$
708,133

 
$
315,133

 
$
1,023,266

Accumulated impairment losses
 
(216,914
)
 
(50,403
)
 
(267,317
)
Net balance as of March 31, 2018
 
$
491,219

 
$
264,730

 
$
755,949


Other intangible assets consisted of the following:
(in thousands)
 
As of 
 March 31, 
 2018
 
As of 
 December 31, 
 2017
 
 
 
 
 
Amortizable intangible assets:
 
 
 
 
Carrying amount:
 
 
 
 
Television network affiliation relationships
 
$
248,444

 
$
248,444

Customer lists and advertiser relationships
 
69,500

 
69,500

Other
 
37,069

 
37,069

Total carrying amount
 
355,013

 
355,013

Accumulated amortization:
 
 
 
 
Television network affiliation relationships
 
(52,734
)
 
(49,639
)
Customer lists and advertiser relationships
 
(28,190
)
 
(26,345
)
Other
 
(12,651
)
 
(10,269
)
Total accumulated amortization
 
(93,575
)
 
(86,253
)
Net amortizable intangible assets
 
261,438

 
268,760

Indefinite-lived intangible assets — FCC licenses
 
157,215

 
157,215

Total other intangible assets
 
$
418,653

 
$
425,975


Estimated amortization expense of intangible assets for each of the next five years is $20.2 million for the remainder of 2018, $26.1 million in 2019, $24.9 million in 2020, $22.5 million in 2021, $20.3 million in 2022, $15.8 million in 2023 and $131.6 million in later years.


F-13



8. Long-Term Debt
Long-term debt consisted of the following:
(in thousands)
 
As of 
 March 31, 
 2018
 
As of 
 December 31, 
 2017
 
 
 
 
 
Variable rate credit facility
 
$

 
$

Senior unsecured notes
 
400,000

 
400,000

Term loan B
 
298,500

 
299,250

Unsecured subordinated notes
 
2,656

 
2,656

    Total outstanding principal
 
701,156

 
701,906

Less: Debt issuance costs
 
(8,394
)
 
(8,631
)
Less: Current portion
 
(5,656
)
 
(5,656
)
   Net carrying value of long-term debt
 
$
687,106

 
$
687,619

Fair value of long-term debt *
 
$
676,211

 
$
703,572

* Fair value of the Senior Notes and the term loan B were estimated based on quoted private market transactions and are classified as Level 1 in the fair value hierarchy. The fair value of the unsecured subordinated notes is determined based on a discounted cash flow analysis using current market interest rates of comparable instruments and is classified as Level 2 in the fair value hierarchy.

Senior Unsecured Notes

On April 28, 2017, we issued $400 million of senior unsecured notes ("the Senior Notes"), which bear interest at a rate of 5.125% per annum and mature on May 15, 2025. The proceeds of the Senior Notes were used to repay our term loan B, for the payment of the related issuance costs and for general corporate purposes. The Senior Notes were priced at 100% of par value and interest is payable semi-annually on May 15 and November 15. Prior to May 15, 2020, we may redeem the Senior Notes, in whole or in part, at any time, or from time to time, at a price equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium, as set forth in the Senior Notes indenture. In addition, on or prior to May 15, 2020, we may redeem up to 40% of the Senior Notes, using proceeds of equity offerings. If we sell certain of our assets or have a change of control, the holders of the Senior Notes may require us to repurchase some or all of the notes. The Senior Notes are also guaranteed by us and the majority of our subsidiaries. The 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 Senior Notes, which are being amortized over the life of the Senior Notes.

Term Loan B

On October 2, 2017, we issued a $300 million term loan B which matures in October 2024. We amended term loan B on April 4, 2018, reducing the interest rate by 25 basis points. Following the amendment, interest is payable on term loan B 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. Term loan B requires annual principal payments of $3 million.

Our Financing Agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. As of March 31, 2018, we were not required to make any additional principal payments for excess cash flow.

Under a previous financing agreement, we had a $400 million term loan B that matured in November 2020. We repaid the term loan B in 2017 with the proceeds of our Senior Notes.
 
As of March 31, 2018 and December 31, 2017, the interest rate was 3.90% and 3.82%, respectively on the term loan B. The weighted-average interest rate was 3.92% for the three months ended March 31, 2018.

Revolving Credit Facility

On April 28, 2017, we amended and restated our $100 million revolving credit facility ("Revolving Credit Facility"), increasing its capacity to $125 million and extending the maturity to April 2022. 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%.

The Revolving Credit Facility includes maintaining a net leverage ratio when we have outstanding borrowings on the facility, as well as other restrictions on payments (dividends and share repurchases). Additionally, we can make acquisitions as long as the pro forma net leverage ratio is less than 5.5 to 1.0.

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.

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.

Unsecured Subordinated Notes

The unsecured subordinated promissory notes bear interest at a rate of 7.25% per annum, payable quarterly. The remaining principal payment of $2.7 million will be paid in the third quarter of 2018.

9. Other Liabilities
Other liabilities consisted of the following:
(in thousands)
 
As of 
 March 31, 
 2018
 
As of 
 December 31, 
 2017
 
 
 
 
 
Employee compensation and benefits
 
$
20,354

 
$
18,520

Programming liability
 
58,836

 
54,641

Liability for pension benefits
 
206,053

 
207,406

Liabilities for uncertain tax positions
 
656

 
644

Other
 
12,112

 
12,445

Other liabilities (less current portion)
 
$
298,011

 
$
293,656


10. Supplemental Cash Flow Information
The following table presents additional information about the change in certain working capital accounts:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
 
 
 
 
 
Accounts receivable
 
$
9,166

 
$
(1,018
)
Other current assets
 
(3,508
)
 
(24
)
Accounts payable
 
4,251

 
2,283

Accrued employee compensation and benefits
 
(13,516
)
 
(12,741
)
Other accrued liabilities
 
1,412

 
886

Other, net
 
(63
)
 
(862
)
Total
 
$
(2,258
)
 
$
(11,476
)

11. Employee Benefit Plans

We sponsor two noncontributory defined benefit pension plans, as well as two non-qualified Supplemental Executive Retirement Plans ("SERPs"). Both of the defined benefit plans and the SERPs have frozen the accrual of future benefits.


F-14



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.

The components of the expense consisted of the following:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
 
 
 
 
 
Interest cost
 
$
5,925

 
$
6,486

Expected return on plan assets, net of expenses
 
(5,732
)
 
(4,360
)
Amortization of actuarial loss
 
921

 
1,084

Total for defined benefit plans

1,114


3,210

Multi-employer plans
 
47

 
74

SERPs
 
274

 
257

Defined contribution plan
 
2,793

 
2,904

Net periodic benefit cost
 
4,228

 
6,445

Allocated to discontinued operations
 
(203
)
 
(191
)
Net periodic benefit cost — continuing operations

$
4,025


$
6,254


We contributed $1.6 million to fund current benefit payments for our SERPs and $1.3 million for our defined benefit pension plans during the three months ended March 31, 2018. During the remainder of 2018, we anticipate contributing an additional $4.9 million to fund the SERPs' benefit payments and an additional $16.1 million to fund our qualified defined benefit pension plans.

12. Segment Information
We determine our business segments based upon our management and internal reporting structures, as well as the basis that our chief operating decision maker makes resource allocation decisions.
Effective December 31, 2017, we realigned our businesses into a new internal organization and began reporting to reflect this new structure. Under the new structure, we have the following reportable segments: Local Media, National Media and Other. We have recast the operating results for all periods to reflect this change.
Our Local Media segment includes our local broadcast stations and their related digital operations. It is comprised of fifteen ABC affiliates, five NBC affiliates, two FOX affiliates and two CBS affiliates. We also have two MyTV affiliates, one CW affiliate, one independent station and three Azteca America Spanish-language affiliates. 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 YouTubeTV, DirectTV Now and Sony Vue.

Our National Media segment includes our collection of national brands. Our national brands are Katz, Midroll, Newsy and other national brands. These operations earn revenue primarily through the sale of advertising.
We allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services, to our business segments. The allocations are generally amounts agreed upon by management, which may differ from an arms-length amount. Corporate assets are primarily cash and cash equivalents, restricted cash, property and equipment primarily used for corporate purposes and deferred income taxes.

Our chief operating decision maker evaluates the operating performance of our business segments and makes decisions about the allocation of resources to our business segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan expense, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.


F-15



Information regarding our business segments is as follows:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
 
 
 
 
 
Segment operating revenues:
 
 
 
 
Local Media
 
$
192,059

 
$
187,064

National Media
 
60,721

 
9,687

Other
 
1,411

 
1,724

Total operating revenues
 
$
254,191

 
$
198,475

Segment profit (loss):
 
 
 
 
Local Media
 
$
31,619

 
$
32,351

National Media
 
2,035

 
(3,957
)
Other
 
(251
)
 
249

Shared services and corporate
 
(14,087
)
 
(14,582
)
Restructuring costs
 
(3,807
)
 

Depreciation and amortization of intangibles
 
(15,420
)
 
(13,861
)
Gains (losses), net on disposal of property and equipment
 
(717
)
 
(47
)
Interest expense
 
(8,759
)
 
(4,195
)
Defined benefit pension plan expense
 
(1,388
)
 
(3,467
)
Miscellaneous, net
 
167

 
(879
)
Income (loss) from continuing operations before income taxes
 
$
(10,608
)
 
$
(8,388
)
Depreciation:
 
 
 
 
Local Media
 
$
7,556

 
$
7,835

National Media
 
96

 
7

Other
 
38

 
67

Shared services and corporate
 
409

 
482

Total depreciation
 
$
8,099

 
$
8,391

Amortization of intangibles:
 
 
 
 
Local Media
 
$
3,705

 
$
3,954

National Media
 
3,278

 
1,178

Shared services and corporate
 
338

 
338

Total amortization of intangibles
 
$
7,321

 
$
5,470

Additions to property and equipment:
 
 
 
 
Local Media
 
$
9,500

 
$
3,947

National Media
 
1,674

 
11

Shared services and corporate
 
60

 
99

Total additions to property and equipment
 
$
11,234

 
$
4,057



F-16



A disaggregation of the principal activities from which we generate revenue is as follows:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
 
 
 
 
 
Operating revenues:
 
 
 
 
Core advertising
 
$
166,553

 
$
118,855

Political advertising
 
2,584

 
1,041

Retransmission and carriage
 
71,060

 
66,211

Other
 
13,994

 
12,368

Total operating revenues
 
$
254,191

 
$
198,475


13. Capital Stock
Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.
Share Repurchase Plan — Shares may be repurchased from time to time at management's discretion, either in the open market, through pre-arranged trading plans or in privately negotiated block transactions. In November 2016, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares through December 2018. For the three months ended March 31, 2017, we repurchased $1.3 million of shares at prices ranging from $22.39 to $23.01 per share under this authorization. For the three months ended March 31, 2018, we repurchased $4.4 million of shares at prices ranging from $13.29 to $16.86 per share under this authorization. At March 31, 2018, $78.2 million remained under this authorization.


F-17



14. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows:
 
 
Three Months Ended March 31, 2018
(in thousands)
 
Defined Benefit Pension Items
 
Other
 
Total
 
 
 
 
 
 
 
Beginning balance, December 31, 2017
 
$
(102,955
)
 
$
33

 
$
(102,922
)
  Other comprehensive income before reclassifications
 

 

 

  Amounts reclassified from accumulated other
  comprehensive loss:
 
 
 
 
 
 
     Actuarial gain (loss), net of tax of $248 (a)
 
740

 

 
740

Net current-period other comprehensive income (loss)
 
740

 

 
740

Ending balance, March 31, 2018
 
$
(102,215
)
 
$
33

 
$
(102,182
)

 
 
Three Months Ended March 31, 2017
(in thousands)
 
Defined Benefit Pension Items
 
Other
 
Total
 
 
 
 
 
 
 
Beginning balance, December 31, 2016
 
$
(93,676
)
 
$
329

 
$
(93,347
)
  Other comprehensive income before reclassifications
 

 

 

  Amounts reclassified from accumulated other
  comprehensive loss:
 
 
 
 
 
 
     Actuarial gain (loss), net of tax of $423 (a)
 
695

 
(16
)
 
679

Net current-period other comprehensive income (loss)
 
695

 
(16
)
 
679

Ending balance, March 31, 2017
 
$
(92,981
)
 
$
313

 
$
(92,668
)
(a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations

15. Noncontrolling Interest

A noncontrolling owner holds a 30% interest in our venture to develop, produce and air our lifestyle daytime talk show. In April 2017, on the formation of the venture, the noncontrolling owner made a $2.1 million non-cash contribution to the venture. The contribution included the rights to the show concept, contractual rights with the show's talent, as well as other pre-production items.

16. Assets Held for Sale and Discontinued Operations
Radio Divestiture
In the fourth quarter of 2017, we began the process to divest our radio business. We have classified the radio segment as held for sale in our Condensed Consolidated Balance Sheets and reported its results as discontinued operations in our Condensed Consolidated Statements of Operations.

F-18



Operating results of our discontinued radio operations were as follows:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
 
 
 
 
 
Operating revenues
 
$
13,299

 
$
14,429

Total costs and expenses
 
(11,516
)
 
(12,190
)
Depreciation and amortization of intangibles
 

 
(863
)
Impairment of goodwill
 
(20,000
)
 

Other, net
 
(148
)
 
(40
)
Income (loss) from discontinued operations before income taxes
 
(18,365
)
 
1,336

Provision (benefit) for income taxes
 
139

 
542

Net income (loss) from discontinued operations
 
$
(18,504
)
 
$
794

During the first quarter of 2018, we recorded a $20 million non-cash impairment charge to write-down the goodwill of our radio business to fair value.
The following table presents a summary of the radio assets held for sale included in our Condensed Consolidated Balance Sheets.
(in thousands)
 
As of 
 March 31, 
 2018
 
As of 
 December 31, 
 2017
 
 
 
 
 
Assets:
 
 
 
 
  Total current assets
 
$
10,437

 
$
12,891

  Property and equipment
 
35,699

 
35,470

  Goodwill and intangible assets
 
67,462

 
87,462

  Other assets
 
181

 
181

  Total assets included in the disposal group
 
113,779

 
136,004

Liabilities:
 
 
 
 
  Total current liabilities
 
2,525

 
3,248

  Deferred income taxes
 
16,592

 
16,288

  Other liabilities
 

 

  Total liabilities included in the disposal group
 
19,117

 
19,536

Net assets included in the disposal group
 
$
94,662

 
$
116,468




F-19



Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis of financial condition and results of operations is based upon the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements. You should read this discussion in conjunction with those financial statements.

Forward-Looking Statements
This document contains certain forward-looking statements related to the Company's businesses that are based on management’s current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties, including changes in advertising demand and other economic conditions that could cause actual results to differ materially from the expectations expressed in forward-looking statements. Such forward-looking statements are made as of the date of this document and should be evaluated with the understanding of their inherent uncertainty. A detailed discussion of principal risks and uncertainties that may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors.” The Company undertakes no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made.
Executive Overview
The E.W. Scripps Company (“Scripps”) is a diverse media enterprise, serving audiences and businesses through a portfolio of local and national media brands. Our Local Media division is one of the nation’s largest independent TV station ownership groups, with 33 television stations in 24 markets and a reach of nearly one in five U.S. television households. We have affiliations with all of the “Big Four” television networks. In our National Media division, we operate national media brands including podcast industry-leader Midroll, next-generation national news network Newsy, and four over-the-air multicast networks called the Katz networks. We also operate an award-winning investigative reporting newsroom in Washington, D.C., and serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee.

At the end of 2017, we began a comprehensive restructuring of our local and national media brands to position the Company for improved performance and continued growth. We began a deep analysis of our operating divisions and corporate cost structure, our non-core assets and the opportunities for our national content brands. We are committed to improving operating performance in our local media business, supporting the growth ahead with our national media businesses and serving our audiences with news and information across all media platforms.

During the first quarter, the Board of Directors approved the initiation of a regular quarterly dividend. Shareholders of record as of March 1, 2018 received a 5 cent per share dividend that was paid on March 26, 2018. In the first quarter of 2018, we paid $4.1 million in dividends. While we intend to pay regular quarterly dividends for the foreseeable future, all subsequent dividends will be reviewed quarterly and declared at the discretion of the Board of Directors.


F-20



Results of Operations
The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our business segments. Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our business segments that follows.
Consolidated Results of Operations
Consolidated results of operations were as follows:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
Change
 
2017
 
 
 
 
 
 
 
Operating revenues
 
$
254,191

 
28.1
%
 
$
198,475

Employee compensation and benefits
 
(98,489
)
 
3.8
%
 
(94,925
)
Programming
 
(83,363
)
 
71.1
%
 
(48,723
)
Other expenses
 
(53,023
)
 
30.1
%
 
(40,766
)
Restructuring costs
 
(3,807
)
 
 
 

Depreciation and amortization of intangibles
 
(15,420
)
 
 
 
(13,861
)
Gains (losses), net on disposal of property and equipment
 
(717
)
 
 
 
(47
)
Operating income (loss)
 
(628
)
 
 
 
153

Interest expense
 
(8,759
)
 
 
 
(4,195
)
Defined benefit pension plan expense
 
(1,388
)
 
 
 
(3,467
)
Miscellaneous, net
 
167

 
 
 
(879
)
Income (loss) from continuing operations before income taxes
 
(10,608
)
 
 
 
(8,388
)
(Provision) benefit for income taxes
 
2,031

 
 
 
5,655

Income (loss) from continuing operations, net of tax
 
(8,577
)
 
 
 
(2,733
)
Income (loss) from discontinued operations, net of tax
 
(18,504
)
 
 
 
794

Net income (loss)
 
(27,081
)
 
 
 
(1,939
)
Net income (loss) attributable to noncontrolling interest
 
(632
)
 
 
 

Net income (loss) attributable to the shareholders of The E.W. Scripps Company
 
$
(26,449
)
 
 
 
$
(1,939
)

In the fourth quarter of 2017, we began the process to divest our radio business. We have classified the radio segment as held for sale in our Condensed Consolidated Balance Sheets and reported its results as discontinued operations in our Condensed Consolidated Statements of Operations.

Katz was acquired on October 2, 2017. The inclusion of operating results from this business for the periods subsequent to the acquisition impacts the comparability of our consolidated and segment operating results.

Operating revenues increased 28.1% in the first quarter of 2018. Retransmission and carriage revenues increased $4.6 million in our Local Media group and revenues in our National Media group increased more than $51 million. The increase in our National Media group revenues includes $43 million of revenues from Katz.

Employee compensation and benefits increased 3.8% in the first quarter of 2018, primarily driven by the expansion of our National Media group, including the addition of Katz. This increase was partially offset by employee cost savings attributed to restructuring activities initiated in the fourth quarter of 2017.

Programming expense increased 71.1% for the first quarter of 2018, primarily due to higher network affiliation fees and $22 million of additional programming costs from Katz. Network affiliation fees increased due to contractual rate increases.

Other expenses increased 30.1% for the first quarter of 2018. The inclusion of Katz in the first quarter 2018 results contributed $7.9 million of the increase in other expenses. Increases in marketing and promotion costs for our national brands,

F-21



Newsy and Midroll, also contributed to the increase in other expenses for the first quarter of 2018 compared with the first quarter of 2017.

Depreciation and amortization of intangibles increased primarily as a result of the Katz acquisition.

Restructuring costs of $3.8 million reflects severance and outside consulting fees associated with our previously announced changes in management and operating structure.

Interest expense increased for the first quarter of 2018, primarily due to the new debt issued to finance the Katz acquisition and the higher interest rate on the senior secured notes that were issued in April 2017.

The effective income tax rate was 19% and 67% for the three months ended March 31, 2018 and 2017, respectively. The enactment of the Tax Cuts and Jobs Act in December 2017 lowered the U.S. corporate income tax rate. The U.S. federal statutory rate was 21% in the first quarter of 2018 and 35% in the first quarter of 2017, impacting the comparability of the income tax provision between those periods. Other differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, non-deductible expenses, release of reserves for uncertain tax positions and excess tax benefits or expense on share-based compensation ($0.7 million expense and $2.4 million benefit in 2018 and 2017, respectively).
Business Segment Results — As discussed in the Notes to Condensed Consolidated Financial Statements, our chief operating decision maker evaluates the operating performance of our business segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan expense, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.
Items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the business segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are, therefore, excluded from the measure. Generally, our corporate executives make financing, tax structure and divestiture decisions. Excluding these items from measurement of our business segment performance enables us to evaluate business segment operating performance based upon current economic conditions and decisions made by the managers of those business segments in the current period.

We allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services to our business segments. The allocations are generally amounts agreed upon by management, which may differ from an arms-length amount. Corporate assets are primarily cash and cash equivalents, restricted cash, property and equipment primarily used for corporate purposes and deferred income taxes.

Effective December 31, 2017, we realigned our businesses into a new internal organization and began reporting to reflect this new structure. Under the new structure we have the following reportable segments: Local Media, National Media and Other. We have recast operating results for all periods to reflect this change.


F-22



Information regarding the operating performance of our business segments and a reconciliation of such information to the consolidated financial statements is as follows:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
Change
 
2017
 
 
 
 
 
 
 
Segment operating revenues:
 
 
 
 
 
 
Local Media
 
$
192,059

 
2.7
 %
 
$
187,064

National Media
 
60,721

 


 
9,687

Other
 
1,411

 
(18.2
)%
 
1,724

Total operating revenues
 
$
254,191

 
28.1
 %
 
$
198,475

Segment profit (loss):
 
 
 
 
 
 
Local Media
 
$
31,619

 
(2.3
)%
 
$
32,351

National Media
 
2,035

 


 
(3,957
)
Other
 
(251
)
 


 
249

Shared services and corporate
 
(14,087
)
 
(3.4
)%
 
(14,582
)
Restructuring costs
 
(3,807
)
 
 
 

Depreciation and amortization of intangibles
 
(15,420
)
 
 
 
(13,861
)
Gains (losses), net on disposal of property and equipment
 
(717
)
 
 
 
(47
)
Interest expense
 
(8,759
)
 
 
 
(4,195
)
Defined benefit pension plan expense
 
(1,388
)
 
 
 
(3,467
)
Miscellaneous, net
 
167

 
 
 
(879
)
Income (loss) from continuing operations before income taxes
 
$
(10,608
)
 
 
 
$
(8,388
)

F-23



Local Media — Our Local Media segment includes our local broadcast stations and their related digital operations. It is comprised of fifteen ABC affiliates, five NBC affiliates, two FOX affiliates and two CBS affiliates. We also have two MyTV affiliates, one CW affiliate, one independent station and three Azteca America Spanish-language affiliates. 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 YouTubeTV, DirectTV Now and Sony Vue.
National television networks offer affiliates a variety of programs and sell the majority of advertising within those programs. In addition to network programs, we broadcast internally produced local and national programs, syndicated programs, sporting events and other programs of interest in each station's market. News is the primary focus of our locally produced programming.
The operating performance of our Local Media group is most affected by local and national economic conditions, particularly conditions within the automotive, services and retail categories, and by the volume of advertising purchased by campaigns for elective office and political issues. The demand for political advertising is significantly higher in the third and fourth quarters of even-numbered years.
Operating results for our Local Media segment were as follows:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
Change
 
2017
 
 
 
 
 
 
 
Segment operating revenues:
 
 

 
 
 
 
Core advertising
 
$
116,010

 
0.2
 %
 
$
115,733

Political
 
2,584

 


 
1,041

Retransmission
 
70,791

 
6.9
 %
 
66,211

Other
 
2,674

 
(34.4
)%
 
4,079

Total operating revenues
 
192,059

 
2.7
 %
 
187,064

Segment costs and expenses:
 
 
 


 
 
Employee compensation and benefits
 
74,182

 
1.0
 %
 
73,453

Programming
 
53,145

 
18.3
 %
 
44,935

Other expenses
 
33,113

 
(8.8
)%
 
36,325

Total costs and expenses
 
160,440

 
3.7
 %
 
154,713

Segment profit
 
$
31,619

 
(2.3
)%
 
$
32,351

Revenues

Total Local Media revenues increased 2.7% for the first quarter of 2018. Core advertising revenues increased slightly when compared with the first quarter of 2017. Improvement in our services, retail and home improvement categories was offset by weakness in our communications and auto categories. Retransmission revenues increased $4.6 million in the first quarter of 2018 compared with the first quarter of 2017. The increase was primarily attributed to contractual rate increases. The increase was partially offset by a one-time refund of $2.1 million to an MVPD that mistakenly overpaid us over several quarters in 2016 and 2017 on out-of-market subscribers. Following the acquisition of Katz on October 2, 2017, we no longer receive carriage fees from the Katz networks, which primarily represents the decrease in other revenues for the first quarter of 2018.

Costs and expenses

Employee compensation and benefits were relatively flat, increasing 1.0% for the three months ended March 31, 2018, compared with the first quarter of 2017.

Programming expense, which includes our network affiliation fees and other programming costs, increased 18% for the three months ended March 31, 2018, primarily due to $5.6 million of higher network affiliation fees. Network affiliation fees have been increasing industry-wide due to higher rates on renewals, as well as contractual rate increases, and we expect that they may continue to increase over the next several years.


F-24



Lower marketing and promotion costs contributed to the decrease in other expenses for the first quarter of 2018 compared to the first quarter of 2017.

National Media — Our National Media segment is comprised of the operations of our national media businesses, including over-the-air networks, Katz; our podcast business Midroll; next-generation national news network Newsy; and other national brands. Our National Media group earns revenue primarily through the sale of advertising.
Operating results for our National Media segment were as follows:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
Change
 
2017
 
 
 
 
 
 
 
Segment operating revenues:
 
 
 
 
 
 
Katz
 
$
42,650

 


 
$

Midroll
 
10,985

 
68.7
%
 
6,513

Newsy
 
3,657

 


 
1,202

Other
 
3,429

 
73.9
%
 
1,972

Total operating revenues
 
60,721

 


 
9,687

Segment costs and expenses:
 
 
 

 
 
Employee compensation and benefits
 
12,719

 
95.5
%
 
6,505

Programming
 
30,218

 


 
3,788

Other expenses
 
15,749

 


 
3,351

Total costs and expenses
 
58,686

 


 
13,644

Segment profit (loss)
 
$
2,035

 


 
$
(3,957
)

Katz was acquired on October 2, 2017. The inclusion of operating results from this business for the periods subsequent to the acquisition impacts the comparability of our National Media segment operating results.

Revenues

National Media revenues increased $51 million in the first quarter of 2018. Excluding the results of Katz, revenues increased $8.4 million for the three months ended March 31, 2018, primarily driven by increased revenues from Midroll and Newsy. Increases in Midroll's revenues reflect advertising growth from existing podcasts as well as the addition of new titles to its portfolio of podcasts. Newsy's revenues increased primarily from the growth of advertising of over-the-top platforms as well as revenues from its expansion into cable in the fourth quarter of 2017.

Costs and expenses

Employee compensation and benefits increased in the first quarter of 2018 due to the impact of Katz, as well as the hiring of personnel to support the growth of our National Media businesses.

Programming expense includes the amortization of programming for Katz, podcast production costs and other programming costs. The increase is primarily due to the inclusion of Katz's first quarter programming costs of $22 million and additional programming costs for our podcast business.

Other expenses reflect $7.9 million for the inclusion of Katz in the first quarter of 2018. The remaining increase in the first quarter of 2018 is primarily attributed to marketing and promotion costs incurred for our national brands.
    


F-25



Shared services and corporate

We centrally provide certain services to our business segments. Such services include accounting, tax, cash management, procurement, human resources, employee benefits and information technology. The business segments are allocated costs for such services at amounts agreed upon by management. Such allocated costs may differ from amounts that might be negotiated at arms-length. Costs for such services that are not allocated to the business segments are included in shared services and corporate costs. Shared services and corporate also includes unallocated corporate costs, such as costs associated with being a public company. During the first quarter of 2018, we incurred $1.4 million in costs related to our proxy contest.

Liquidity and Capital Resources
Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facility.

Operating activities

Cash flows from operating activities for the three months ended March 31 are as follows:
 
 
Three Months Ended 
 March 31,
(in thousands)
 
2018
 
2017
 
 
 
 
 
Cash Flows from Operating Activities:
 
 
 
 
Income (loss) from continuing operations, net of tax
 
$
(8,577
)
 
$
(2,733
)
Adjustments to reconcile net income (loss) from continuing operations to net cash flows from operating activities:
 
 
 
 
Depreciation and amortization
 
15,420

 
13,861

(Gain)/loss on sale of property and equipment
 
717

 
47

Programming assets and liabilities
 
(4,947
)
 
945

Deferred income taxes
 
(2,209
)
 
(5,364
)
Stock and deferred compensation plans
 
4,658

 
7,782

Pension expense, net of contributions
 
(1,581
)
 
2,096

Other changes in certain working capital accounts, net
 
(2,258
)
 
(11,476
)
Miscellaneous, net
 
101

 
124

Net cash provided by operating activities from continuing operations
 
1,324

 
5,282

Net cash provided by operating activities from discontinued operations
 
3,691

 
4,195

Net operating activities
 
$
5,015

 
$
9,477