E.W. SCRIPPS Co - Quarter Report: 2016 March (Form 10-Q)
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, 2016
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 | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company 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, 2016, there were 72,086,516 of the registrant’s Class A Common shares, $.01 par value per share, outstanding and 11,932,722 of the registrant’s Common Voting shares, $.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, 2016
Item No. | Page | |
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 Annual Report on Form 10-K for the year ended December 31, 2015.
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, 2016.
The following table provides information about Company purchases of Class A Common shares during the quarter ended March 31, 2016 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 | |||||||||||
1/1/16 - 1/31/16 | 188,500 | $ | 18.03 | $ | 3,398,969 | $ | 80,378,709 | ||||||||
2/1/16 - 2/29/16 | 210,000 | 17.85 | 3,749,124 | $ | 76,629,585 | ||||||||||
3/1/16 - 3/31/16 | 171,500 | 17.39 | 2,982,537 | $ | 73,647,048 | ||||||||||
Total | 570,000 | $ | 17.77 | $ | 10,130,630 | ||||||||||
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In May 2014, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares through December 2016. At March 31, 2016, $73.6 million remained under the authorization.
Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities during the quarter ended March 31, 2016.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
The following table presents information on matters submitted to a vote of holders at the May 2, 2016 Annual Meeting of Shareholders:
Description of Matters Submitted | In Favor | Authority Withheld | ||||
1. Election of Directors: | ||||||
Directors elected by holders of Class A Common Shares: | ||||||
Roger L. Ogden | 48,540,333 | 10,544,190 | ||||
J. Marvin Quin | 45,023,182 | 14,061,341 | ||||
Kim Williams | 47,298,665 | 11,785,858 | ||||
Directors elected by holders of Common Voting Shares: | ||||||
Charles L. Barmonde | 11,932,722 | — | ||||
Richard A. Boehne | 11,932,722 | — | ||||
Kelly P. Conlin | 11,932,722 | — | ||||
John W. Hayden | 11,932,722 | — | ||||
Anne M. La Dow | 11,932,722 | — | ||||
Mary McCabe Peirce | 11,932,722 | — | ||||
2. Advisory (non-binding) vote by holders of Common Voting Shares on executive compensation of named executive officers | 11,932,722 | — | ||||
Item 6. Exhibits
The information required by this item is filed as part of this Form 10-Q. See Index to Exhibits at page E-1 of this Form 10-Q.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE E.W. SCRIPPS COMPANY | ||
Dated: May 6, 2016 | By: | /s/ Douglas F. Lyons |
Douglas F. Lyons | ||
Vice President, Controller and Treasurer | ||
(Principal Accounting Officer) | ||
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The E.W. Scripps Company
Index to Financial Information (Unaudited)
Item | Page | |
F-1
The E.W. Scripps Company
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share data) | As of March 31, 2016 | As of December 31, 2015 | ||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 96,252 | $ | 108,061 | ||||
Restricted cash | 5,460 | 6,560 | ||||||
Accounts and notes receivable (less allowances — $1,455 and $1,610) | 172,793 | 171,901 | ||||||
Income taxes receivable | 5,583 | 4,626 | ||||||
Miscellaneous | 10,556 | 11,482 | ||||||
Total current assets | 290,644 | 302,630 | ||||||
Investments | 14,992 | 13,856 | ||||||
Property, plant and equipment | 265,829 | 271,047 | ||||||
Goodwill | 585,787 | 585,787 | ||||||
Other intangible assets | 473,430 | 479,187 | ||||||
Deferred income taxes | 28,080 | 13,640 | ||||||
Miscellaneous | 14,663 | 14,713 | ||||||
Total Assets | $ | 1,673,425 | $ | 1,680,860 | ||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 27,736 | $ | 31,606 | ||||
Customer deposits and unearned revenue | 7,317 | 8,508 | ||||||
Current portion of long-term debt | 6,656 | 6,656 | ||||||
Accrued liabilities: | ||||||||
Employee compensation and benefits | 18,737 | 33,669 | ||||||
Miscellaneous | 22,968 | 25,392 | ||||||
Other current liabilities | 13,791 | 13,992 | ||||||
Total current liabilities | 97,205 | 119,823 | ||||||
Long-term debt (less current portion) | 391,656 | 392,487 | ||||||
Other liabilities (less current portion) | 266,328 | 267,567 | ||||||
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: 72,086,516 and 71,886,969 shares | 721 | 719 | ||||||
Voting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares | 119 | 119 | ||||||
Total | 840 | 838 | ||||||
Additional paid-in capital | 1,162,082 | 1,163,985 | ||||||
Accumulated deficit | (155,578 | ) | (174,038 | ) | ||||
Accumulated other comprehensive loss, net of income taxes | (89,108 | ) | (89,802 | ) | ||||
Total equity | 918,236 | 900,983 | ||||||
Total Liabilities and Equity | $ | 1,673,425 | $ | 1,680,860 | ||||
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) | 2016 | 2015 | ||||||
Operating Revenues: | ||||||||
Advertising | $ | 146,319 | $ | 89,733 | ||||
Retransmission | 53,614 | 27,918 | ||||||
Other | 9,565 | 5,372 | ||||||
Total operating revenues | 209,498 | 123,023 | ||||||
Costs and Expenses: | ||||||||
Employee compensation and benefits | 95,885 | 68,362 | ||||||
Programs and program licenses | 40,568 | 21,132 | ||||||
Other expenses | 45,747 | 29,260 | ||||||
Defined benefit pension plan expense | 3,450 | 2,686 | ||||||
Acquisition and related integration costs | 578 | 2,774 | ||||||
Total costs and expenses | 186,228 | 124,214 | ||||||
Depreciation, Amortization, and (Gains) Losses: | ||||||||
Depreciation | 8,656 | 6,187 | ||||||
Amortization of intangible assets | 5,755 | 2,108 | ||||||
(Gains) losses, net on disposal of property, plant and equipment | (4 | ) | 164 | |||||
Net depreciation, amortization, and (gains) losses | 14,407 | 8,459 | ||||||
Operating income (loss) | 8,863 | (9,650 | ) | |||||
Interest expense | (4,579 | ) | (2,052 | ) | ||||
Miscellaneous, net | (191 | ) | (1,436 | ) | ||||
Income (loss) from continuing operations before income taxes | 4,093 | (13,138 | ) | |||||
Benefit for income taxes | (795 | ) | (5,023 | ) | ||||
Income (loss) from continuing operations | 4,888 | (8,115 | ) | |||||
Income from discontinued operations, net of tax | — | 3,015 | ||||||
Net income (loss) | $ | 4,888 | $ | (5,100 | ) | |||
Net income (loss) per basic share of common stock: | ||||||||
Income (loss) from continuing operations | $ | 0.06 | $ | (0.14 | ) | |||
Income from discontinued operations | — | 0.05 | ||||||
Net income (loss) per basic share of common stock | $ | 0.06 | $ | (0.09 | ) | |||
Net income (loss) per diluted share of common stock: | ||||||||
Income (loss) from continuing operations | $ | 0.06 | $ | (0.14 | ) | |||
Income from discontinued operations | — | 0.05 | ||||||
Net income (loss) per diluted share of common stock | $ | 0.06 | $ | (0.09 | ) | |||
See notes to condensed consolidated financial statements.
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The E.W. Scripps Company
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
Three Months Ended March 31, | ||||||||
(in thousands) | 2016 | 2015 | ||||||
Net income (loss) | $ | 4,888 | $ | (5,100 | ) | |||
Changes in fair value of derivative, net of tax of $37 and $36 | 59 | 60 | ||||||
Changes in defined benefit pension plans, net of tax of $400 and $458 | 642 | 757 | ||||||
Other | (7 | ) | — | |||||
Total comprehensive income (loss) | $ | 5,582 | $ | (4,283 | ) | |||
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) | 2016 | 2015 | ||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 4,888 | $ | (5,100 | ) | |||
Income from discontinued operations | — | (3,015 | ) | |||||
Income (loss) from continuing operations | 4,888 | (8,115 | ) | |||||
Adjustments to reconcile income (loss) from continuing operations to net cash flows from operating activities: | ||||||||
Depreciation and amortization | 14,411 | 8,295 | ||||||
Deferred income taxes | (123 | ) | (3,266 | ) | ||||
Stock and deferred compensation plans | 5,557 | 2,467 | ||||||
Pension expense, net of payments | 3,000 | 3,195 | ||||||
Other changes in certain working capital accounts, net | (21,201 | ) | (11,682 | ) | ||||
Miscellaneous, net | (191 | ) | 842 | |||||
Net cash provided by (used in) continuing operating activities | 6,341 | (8,264 | ) | |||||
Net cash provided by discontinued operating activities | — | 8,246 | ||||||
Net operating activities | 6,341 | (18 | ) | |||||
Cash Flows from Investing Activities: | ||||||||
Additions to property, plant and equipment | (6,321 | ) | (2,305 | ) | ||||
Purchase of investments | (1,553 | ) | (6,450 | ) | ||||
Change in restricted cash | 1,100 | — | ||||||
Proceeds from sale of property, plant and equipment | 4 | 5 | ||||||
Net cash used in continuing investing activities | (6,770 | ) | (8,750 | ) | ||||
Net cash used in discontinued investing activities | — | (1,561 | ) | |||||
Net investing activities | (6,770 | ) | (10,311 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Payments on long-term debt | (1,000 | ) | (500 | ) | ||||
Repurchase of Class A Common shares | (10,131 | ) | — | |||||
Proceeds from exercise of employee stock options | 4,641 | 4,262 | ||||||
Tax payments related to shares withheld for RSU vesting | (2,579 | ) | (4,872 | ) | ||||
Miscellaneous, net | (2,311 | ) | 12,469 | |||||
Net cash (used in) provided by continuing financing activities | (11,380 | ) | 11,359 | |||||
(Decrease) increase in cash and cash equivalents | (11,809 | ) | 1,030 | |||||
Cash and cash equivalents: | ||||||||
Beginning of year | 108,061 | 158,459 | ||||||
End of period | $ | 96,252 | $ | 159,489 | ||||
Supplemental Cash Flow Disclosures | ||||||||
Interest paid | $ | 4,153 | $ | 1,718 | ||||
Income taxes paid | $ | 493 | $ | 557 | ||||
See notes to condensed consolidated financial statements.
F-5
The E.W. Scripps Company
Condensed Consolidated Statements of Equity (Unaudited)
(in thousands, except share data) | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||||||
As of December 31, 2014 | $ | 570 | $ | 525,456 | $ | 118,693 | $ | (126,443 | ) | $ | 1,657 | $ | 519,933 | |||||||||||
Net loss | — | — | (5,100 | ) | — | — | (5,100 | ) | ||||||||||||||||
Changes in defined benefit pension plans | — | — | — | 757 | — | 757 | ||||||||||||||||||
Changes in fair value of derivative | — | — | — | 60 | — | 60 | ||||||||||||||||||
Compensation plans: 805,560 net shares issued * | 8 | 1,297 | — | — | — | 1,305 | ||||||||||||||||||
As of March 31, 2015 | $ | 578 | $ | 526,753 | $ | 113,593 | $ | (125,626 | ) | $ | 1,657 | $ | 516,955 | |||||||||||
As of December 31, 2015, as originally reported | $ | 838 | $ | 1,163,985 | $ | (174,038 | ) | $ | (89,802 | ) | $ | — | $ | 900,983 | ||||||||||
Adoption of new accounting standard | — | (58 | ) | 14,808 | — | — | 14,750 | |||||||||||||||||
As of January 1, 2016, as adjusted | 838 | 1,163,927 | (159,230 | ) | (89,802 | ) | — | 915,733 | ||||||||||||||||
Net income | — | — | 4,888 | — | — | 4,888 | ||||||||||||||||||
Changes in defined benefit pension plans | — | — | — | 642 | — | 642 | ||||||||||||||||||
Changes in fair value of derivative | — | — | — | 59 | — | 59 | ||||||||||||||||||
Repurchase 570,000 Class A Common shares | (6 | ) | (8,889 | ) | (1,236 | ) | — | — | (10,131 | ) | ||||||||||||||
Compensation plans: 769,547 net shares issued * | 8 | 7,044 | — | — | — | 7,052 | ||||||||||||||||||
Other | — | — | — | (7 | ) | — | (7 | ) | ||||||||||||||||
As of March 31, 2016 | $ | 840 | $ | 1,162,082 | $ | (155,578 | ) | $ | (89,108 | ) | $ | — | $ | 918,236 | ||||||||||
* Net of tax payments related to shares withheld for vested stock and RSUs of $2,579 in 2016 and $4,872 in 2015.
See notes to condensed consolidated financial statements.
F-6
The E.W. Scripps Company
Condensed Notes to Consolidated Financial Statements (Unaudited)
1. Summary of Significant Accounting Policies
As used in the Condensed Notes to 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 2015 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 with a portfolio of television, radio and digital 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: television, radio, digital, and syndication and other. Additional information for our business segments is presented in the Condensed Notes to Consolidated Financial Statements.
On April 1, 2015, we distributed our newspaper business to our shareholders in a tax-free spin-off. See Note 17 for additional information on the spin-off.
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.
Revenue Recognition — We recognize revenue when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. When a sales arrangement contains multiple elements, such as the sale of advertising and other services, we allocate revenue to each element based upon its relative fair value. We report revenue net of sales and other taxes collected from our customers.
Our primary sources of revenue are from the sale of broadcast and digital advertising, as well as retransmission fees received from cable operators and satellite carriers.
The revenue recognition policies for each source of revenue are described in our 2015 Annual Report on Form 10-K.
Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our Annual Report on Form 10-K for the year ended December 31, 2015. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs), unrestricted Class A Common shares and performance units to key employees and non-employee directors.
Share-based compensation costs totaled $5.0 million and $1.9 million for the first quarter of 2016 and 2015, respectively, of which $0.2 million for the first quarter of 2015 is included in discontinued operations.
F-7
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) | 2016 | 2015 | ||||||
Numerator (for basic and diluted earnings per share) | ||||||||
Income (loss) from continuing operations | $ | 4,888 | $ | (8,115 | ) | |||
Less income allocated to RSUs | (53 | ) | — | |||||
Numerator for basic and diluted earnings per share from continuing operations | $ | 4,835 | $ | (8,115 | ) | |||
Denominator | ||||||||
Basic weighted-average shares outstanding | 83,965 | 57,335 | ||||||
Effect of dilutive securities: | ||||||||
Stock options held by employees and directors | 260 | — | ||||||
Diluted weighted-average shares outstanding | 84,225 | 57,335 | ||||||
Anti-dilutive securities (1) | — | 1,728 | ||||||
(1) Amount outstanding at balance sheet date, before application of the treasury stock method and not weighted for period outstanding.
For the quarter ended March 31, 2015, we incurred a loss and the inclusion of RSUs and stock options held by employees and directors would have been anti-dilutive, and accordingly the diluted EPS calculation for the period excludes those common share equivalents.
Derivative Financial Instruments — It is our policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. Derivative financial instruments are utilized to manage interest rate risks. We do not hold derivative financial instruments for trading purposes. All derivatives must be recorded on the balance sheet at fair value. Each derivative is designated as a cash flow hedge or remains undesignated. Changes in the fair value of derivatives that are designated and effective as cash flow hedges are recorded in other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transactions affected earnings. These changes are offset in earnings to the extent the hedge was effective by fair value changes related to the risk being hedged on the hedged item. Changes in the fair value of undesignated hedges are recognized currently in earnings. All ineffective changes in derivative fair values are recognized currently in earnings.
All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis, the hedging instrument is assessed as to its effectiveness, when applicable. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, the hedge accounting discussed above is discontinued.
2. Recently Adopted Standards and Issued Accounting Standards
Recently Adopted Accounting Standards — In March 2016, the Financial Accounting Standards Board (FASB) issued new guidance which simplifies the accounting for share-based compensation arrangements, including the income tax consequences and classification on the statement of cash flows. Under the new guidance, excess tax benefits and tax deficiencies will be recognized as a discrete component of the income tax provision in the period they occur and not as an adjustment to additional paid-in capital. Also, a company's payments for tax withholdings should be classified in the statement of cash flows as a financing activity. It also requires excess tax benefits to be recorded on the exercise or vesting of share-based awards at the time they are deductible for taxes and not when they reduce cash taxes. In addition, a company can now elect to record forfeitures of share-based awards as they occur or record estimated forfeitures with a true-up at the end of the vesting period. We have elected to early adopt this guidance effective January 1, 2016. The adoption was on a modified retrospective transition method basis and therefore had no impact on prior years. The impact of adopting this guidance was to record $14.7 million of
F-8
previously unrecognized tax benefits, increasing deferred taxes and opening retained earnings. We have elected to adopt a policy of recording actual forfeitures, the impact of which is immaterial to current or prior periods.
In August 2014, the FASB issued new guidance related to the disclosures around consideration of going concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard was effective for us January 1, 2016. The adoption of this standard did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Standards — 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. Early adoption is permitted. We are currently assessing the impact of this guidance on our consolidated financial statements.
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 standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are currently assessing the impact of this guidance on our consolidated financial statements.
In May 2014, the FASB issued new guidance on revenue recognition. Under this new standard, an entity shall recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled 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. This standard permits the use of either the retrospective or cumulative effect transition method and will be effective for us beginning in 2018. Early adoption is permitted in 2017. We are currently assessing the impact this guidance will have on our consolidated financial statements and have not yet determined a transition method.
3. Acquisitions
Midroll Media
On July 22, 2015, we acquired Midroll Media, a Los Angeles-based company that creates original podcasts and operates a network that generates advertising revenue for more than 200 shows. The purchase price was $50 million in cash, plus a $10 million earnout payable over three years. We estimated the fair value of the earnout to be $7 million.
The following table summarizes the final fair values of the assets acquired and the liabilities assumed:
(in thousands) | ||||
Assets: | ||||
Cash | $ | 635 | ||
Accounts receivable | 2,925 | |||
Other assets | 482 | |||
Intangible assets | 10,700 | |||
Goodwill | 45,586 | |||
Total assets acquired | 60,328 | |||
Current liabilities | 3,365 | |||
Net purchase price | $ | 56,963 | ||
Of the $11 million allocated to intangible assets, $7 million was allocated to advertiser relationships with an estimated amortization period of 5 years and the remaining balance of $4 million was allocated to various other intangible assets.
The goodwill of $46 million arising from the transaction consists largely of the benefit we will derive from being able to enter the podcast market with an established business. We allocated the goodwill to our digital 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.
F-9
Journal Communications Broadcast Group
On April 1, 2015, we acquired the broadcast group owned by Journal Communications, Inc. ("Journal") as part of the transactions described in Note 17. The businesses acquired include 12 television stations and 34 radio stations. We issued 26.4 million Class A Common shares to the Journal shareholders in exchange for their interest in Journal for a purchase price of $636 million. The fair value of the shares issued was determined on the basis of the closing market price of our Class A Common shares shares on April 1, 2015, the acquisition date.
The following table summarizes the final fair values of the assets acquired and the liabilities assumed:
(in thousands) | ||||
Assets: | ||||
Cash | $ | 2,529 | ||
Accounts receivable | 47,978 | |||
Other current assets | 2,236 | |||
Property, plant and equipment | 123,264 | |||
Intangible assets | 294,800 | |||
Goodwill | 456,440 | |||
Other long-term assets | 6,350 | |||
Assets held for sale | 14,500 | |||
Total assets acquired | 948,097 | |||
Accounts payable and accrued liabilities | 38,107 | |||
Employee benefit obligations | 85,261 | |||
Deferred tax liability | 57,112 | |||
Long-term debt | 126,873 | |||
Other long-term liabilities | 4,744 | |||
Net purchase price | $ | 636,000 | ||
Of the $295 million allocated to intangible assets, $112 million was for FCC licenses which we determined to have an indefinite life and, therefore, are not amortized. The remaining balance of $183 million was allocated to television network affiliation relationships and advertiser relationships with estimated amortization periods of 10 to 20 years.
The goodwill of $456 million arising from the transaction consists largely of synergies and economies of scale and other benefits of a larger broadcast footprint. The goodwill was allocated to our television ($395 million), radio ($41 million) and digital ($20 million) segments. We treated the transaction as a stock acquisition for income tax purposes resulting in no step-up in the assets acquired. The goodwill is not deductible for income tax purposes.
Concurrent with the acquisition of the Journal television stations, due to FCC conflict ownership rules, Journal was required to dispose of KNIN, the Fox affiliate located in Boise, ID. The station was placed in a divestiture trust for our benefit and was sold to Raycom Media, Inc. on October 1, 2015 for $14.5 million. The sale did not result in a gain or loss.
Pro forma results of operations
Pro forma results of operations, assuming the Journal transaction had taken place at the beginning of 2014, are included in the following table. The pro forma results do not include Midroll, as the impact of this acquisition is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and Journal and adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transaction and reflects the transaction costs incurred in 2015 as if they were incurred in the first quarter of 2014. The weighted average shares utilized in calculating the earnings per share assumes that the shares issued to the Journal shareholders were issued on January 1, 2014. 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.
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Three Months Ended March 31, | ||||
(in thousands, except per share data) (unaudited) | 2015 | |||
Operating revenues | $ | 185,485 | ||
Loss from continuing operations attributable to the shareholders of The E.W. Scripps Company | (2,730 | ) | ||
Loss per share from operations attributable to the shareholders of The E.W. Scripps Company: | ||||
Basic | $ | (0.03 | ) | |
Diluted | (0.03 | ) | ||
4. 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, 2016 and 2015 was (19)% and 38%, respectively. The primary reason for the difference between these rates and the U.S. federal statutory rate of 35% is the impact of state taxes, non-deductible expenses (including a portion of transaction expense related to the Journal transactions in 2015), adjustments to reserves for uncertain tax positions (including interest) and excess tax benefits on share-based compensation ($1.9 million in 2016).
Deferred tax assets totaled $28 million at March 31, 2016. Management believes that it is more likely than not that we will realize the benefits of our federal deferred tax assets and therefore has not recorded a valuation allowance for our federal deferred tax assets. If economic conditions worsen, future estimates of taxable income could be lower than our current estimates which may require valuation allowances to be recorded in future reporting periods.
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.
During the period ended March 31, 2015, deferred tax assets relating to employee share-based awards from the vesting of RSUs and the exercise of stock options were not recognized since we were in a net tax loss position for the period. The additional tax benefits were reflected as net operating loss carryforwards on our tax returns, but the additional tax benefits were not recorded under GAAP until the tax deductions reduced taxes payable. The amount of unrecognized tax deductions for the three months ended March 31, 2015, was approximately $16 million. Effective January 1, 2016, we adopted new accounting guidance that allows us to recognize the benefits when deductible for tax purposes.
5. Other Charges and Credits
Acquisition and related integration costs of $0.6 million and $2.8 million for the three months ended March 31, 2016 and 2015, respectively, include costs for spinning off our newspaper operations and costs associated with acquisitions, such as legal and accounting fees, as well as costs to integrate the acquired operations.
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6. Restricted Cash
At March 31, 2016 and December 31, 2015, we had $5.5 million and $6.6 million, respectively, 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.
7. Goodwill and Other Intangible Assets
Goodwill was as follows:
(in thousands) | Television | Radio | Digital | Total | ||||||||||||
Gross balance as of December 31, 2015 | $ | 681,535 | $ | 41,000 | $ | 101,166 | $ | 823,701 | ||||||||
Accumulated impairment losses | (215,414 | ) | — | (22,500 | ) | (237,914 | ) | |||||||||
Net balance as of December 31, 2015 | $ | 466,121 | $ | 41,000 | $ | 78,666 | $ | 585,787 | ||||||||
Gross balance as of March 31, 2016 | $ | 681,535 | $ | 41,000 | $ | 101,166 | $ | 823,701 | ||||||||
Accumulated impairment losses | (215,414 | ) | — | (22,500 | ) | (237,914 | ) | |||||||||
Net balance as of March 31, 2016 | $ | 466,121 | $ | 41,000 | $ | 78,666 | $ | 585,787 | ||||||||
Other intangible assets consisted of the following:
(in thousands) | As of March 31, 2016 | As of December 31, 2015 | ||||||
Amortizable intangible assets: | ||||||||
Carrying amount: | ||||||||
Television network affiliation relationships | $ | 248,444 | $ | 248,444 | ||||
Customer lists and advertiser relationships | 56,100 | 56,100 | ||||||
Other | 14,423 | 14,423 | ||||||
Total carrying amount | 318,967 | 318,967 | ||||||
Accumulated amortization: | ||||||||
Television network affiliation relationships | (27,697 | ) | (24,590 | ) | ||||
Customer lists and advertiser relationships | (19,054 | ) | (17,092 | ) | ||||
Other | (2,601 | ) | (1,913 | ) | ||||
Total accumulated amortization | (49,352 | ) | (43,595 | ) | ||||
Net amortizable intangible assets | 269,615 | 275,372 | ||||||
Other indefinite-lived intangible assets — FCC licenses | 203,815 | 203,815 | ||||||
Total other intangible assets | $ | 473,430 | $ | 479,187 | ||||
Estimated amortization expense of intangible assets for each of the next five years is $16.6 million for the remainder of 2016, $19.9 million in 2017, $19.5 million in 2018, $18.8 million in 2019, $18.2 million in 2020, $15.9 million in 2021, and $160.7 million in later years.
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8. Long-Term Debt
Long-term debt consisted of the following:
(in thousands) | As of March 31, 2016 | As of December 31, 2015 | ||||||
Variable rate credit facility | $ | — | $ | — | ||||
Term loan | 393,500 | 394,500 | ||||||
Debt issuance costs on term loan | (3,156 | ) | (3,325 | ) | ||||
Net term loan | 390,344 | 391,175 | ||||||
Unsecured subordinated notes payable | 7,968 | 7,968 | ||||||
Long-term debt | 398,312 | 399,143 | ||||||
Current portion of long-term debt | 6,656 | 6,656 | ||||||
Long-term debt (less current portion) | $ | 391,656 | $ | 392,487 | ||||
Fair value of long-term debt * | $ | 397,915 | $ | 396,576 | ||||
* Fair value of the term loan was estimated based on quoted private market transactions and is classified as Level 1 in the fair value hierarchy. The fair value of the unsecured promissory 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.
Financing Agreement
On April 1, 2015, we entered into a $500 million second amended revolving credit and term loan agreement ("Second Amended Financing Agreement") to amend the terms of our existing revolving credit and term loan agreement ("Amended Financing Agreement"), to add an incremental $200 million term loan B borrowing and to increase the line of credit by $25 million. The $400 million term loan B matures in November 2020 and the $100 million revolving credit facility matures in November 2018.
The Second Amended Financing Agreement includes the maintenance of a net leverage ratio if we borrow more than 20% on the revolving credit facility. The term loan B requires that if we borrow additional amounts or make a permitted acquisition that we cannot exceed a stated net leverage ratio on a pro forma basis at the date of the transaction.
The Second Amended Financing Agreement allows us to make restricted payments (dividends and share repurchases) up to $70 million plus additional amounts based on our financial results and condition. We can also make additional stock repurchases equal to the amount of proceeds that we receive from the exercise of stock options held by our employees. Additionally, we can make acquisitions as long as the pro forma net leverage ratio is less than 4.5 to 1.0 of assets.
The Second Amended Financing Agreement in certain circumstances requires that we must use a portion of excess cash flow, and the proceeds from the sale, to repay debt. As of March 31, 2016, we were not required to make additional principal payments based on excess cash flow. Under an amendment completed in the third quarter of 2015, any proceeds, up to a stipulated amount, that we receive from the upcoming FCC spectrum auction, should we choose to participate and our bid is accepted, will not be required to be used to pay down the term loan.
Under the terms of the Second Amended Financing Agreement, we granted the lenders mortgages on certain of our real property, pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables, and equipment.
Interest is payable on the term loan B at rates based on LIBOR with a 0.75% floor, plus a fixed margin of 2.75%. Interest is payable on the revolving credit facility at rates based on LIBOR plus a margin based on our leverage ratio ranging from 2.25% to 2.75%. As of March 31, 2016 and December 31, 2015, the interest rate was 3.50% on the term loan B. The weighted-average interest rate on borrowings was 3.50% and 3.25% for the three months ended March 31, 2016 and 2015, respectively.
Scheduled principal payments on the term loan at March 31, 2016 are: $3.0 million for the remainder of 2016, $4.0 million in 2017, $4.0 million in 2018, $4.0 million in 2019, and $378.5 million in 2020.
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.
As of March 31, 2016 and December 31, 2015, we had outstanding letters of credit totaling $0.8 million.
Unsecured Subordinated Notes Payable
The unsecured subordinated promissory notes bear interest at a rate of 7.25% per annum payable quarterly. The notes are payable in equal annual installments of $2.7 million on September 30 of 2016, 2017 and 2018, with no prepayment right.
9. Financial Instruments
We are exposed to various market risks, including changes in interest rates. To manage risks associated with the volatility of changes in interest rates, we may enter into interest rate management instruments.
We may utilize interest rate swaps to manage our interest expense exposure by fixing our interest rate on portions of our floating rate term loan. We have entered into a $75 million notional value interest rate swap expiring in December 2016. Under the terms of the swap, we pay a fixed interest rate of 1.08% and receive interest at a variable rate equal to 30 day LIBOR. We did not provide or receive any collateral for this contract.
Fair Value of Derivative Instruments
The notional amounts and fair values of derivative instruments are shown in the table below:
As of March 31, 2016 | As of December 31, 2015 | |||||||||||||||||||||||
Notional amount | Fair value | Notional amount | Fair value | |||||||||||||||||||||
(in thousands) | Asset | Liability (1) | Asset | Liability (1) | ||||||||||||||||||||
Undesignated derivatives: | ||||||||||||||||||||||||
Interest rate swap | $ | 75,000 | $ | — | $ | 312 | $ | 75,000 | $ | — | $ | 299 | ||||||||||||
(1) Balance recorded as other liabilities in Condensed Consolidated Balance Sheets
Through November 2013, the above derivative instrument was designated as and qualified as a cash flow hedge and the effective portion of the unrealized gains and losses on the derivative was reported as a component of accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transactions affected earnings. Upon refinancing our term loan B in November 2013, this hedge no longer qualified as a cash flow hedge and gains and losses on the derivative are recorded in current period earnings. The balance in accumulated other comprehensive loss at the date of discontinuance of hedge accounting is being amortized into earnings on a straight-line basis through December 2016.
Three Months Ended March 31, | ||||||||
(in thousands) | 2016 | 2015 | ||||||
Amounts reclassified from accumulated OCL, gain | $ | 96 | $ | 96 | ||||
Loss on derivative | (13 | ) | (174 | ) | ||||
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10. Fair Value Measurement
We measure certain financial assets and liabilities at fair value on a recurring basis, such as cash equivalents and derivatives. The fair values of these financial assets and liabilities were determined based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of input are as follows:
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. |
• | Level 2 — Inputs, other than quoted market prices in active markets, that are observable either directly or indirectly. |
• | Level 3 — Unobservable inputs based on our own assumptions. |
The following tables set forth our assets and liabilities that are measured at fair value on a recurring basis at March 31, 2016 and December 31, 2015:
As of March 31, 2016 | ||||||||||||||||
(in thousands) | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets/(Liabilities): | ||||||||||||||||
Cash equivalents | $ | 5,000 | $ | 5,000 | $ | — | $ | — | ||||||||
Interest rate swap | (312 | ) | — | (312 | ) | — | ||||||||||
As of December 31, 2015 | ||||||||||||||||
(in thousands) | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets/(Liabilities): | ||||||||||||||||
Cash equivalents | $ | 5,000 | $ | 5,000 | $ | — | $ | — | ||||||||
Interest rate swap | (299 | ) | — | (299 | ) | — | ||||||||||
11. Other Liabilities
Other liabilities consisted of the following:
(in thousands) | As of March 31, 2016 | As of December 31, 2015 | ||||||
Employee compensation and benefits | $ | 17,424 | $ | 16,808 | ||||
Liability for pension benefits | 223,829 | 221,965 | ||||||
Liabilities for uncertain tax positions | 3,440 | 3,492 | ||||||
Other | 21,635 | 25,302 | ||||||
Other liabilities (less current portion) | $ | 266,328 | $ | 267,567 | ||||
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12. 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) | 2016 | 2015 | ||||||
Other changes in certain working capital accounts, net | ||||||||
Accounts and notes receivable | $ | (892 | ) | $ | (2,941 | ) | ||
Income taxes receivable/payable, net | (957 | ) | — | |||||
Accounts payable | (970 | ) | (3,314 | ) | ||||
Accrued employee compensation and benefits | (14,932 | ) | (138 | ) | ||||
Other accrued liabilities | (2,424 | ) | (3,271 | ) | ||||
Other, net | (1,026 | ) | (2,018 | ) | ||||
Total | $ | (21,201 | ) | $ | (11,682 | ) | ||
13. Employee Benefit Plans
We sponsor two noncontributory defined benefit pension plans covering certain Scripps employees that began employment prior to June 30, 2008, as well as certain former Journal Communications, Inc. ("Journal") employees. We also have two non-qualified Supplemental Executive Retirement Plans ("SERPs") covering Scripps employees and certain former Journal employees. Both of the defined benefit plans and the SERPs have frozen the accrual of future benefits.
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. In connection with freezing the accrual of service credits under certain of our defined benefit pension plans, we began contributing additional amounts (referred to as transition credits) to certain employees' defined contribution retirement accounts in 2011. These transition credits, which were determined based upon the employee’s age, compensation and years of service, ended in 2015.
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 expense consisted of the following:
Three Months Ended March 31, | ||||||||
(in thousands) | 2016 | 2015 | ||||||
Interest cost | $ | 6,770 | $ | 6,449 | ||||
Expected return on plan assets, net of expenses | (4,597 | ) | (5,085 | ) | ||||
Amortization of actuarial loss | 998 | 1,132 | ||||||
Total for defined benefit plans | 3,171 | 2,496 | ||||||
Multi-employer plans | 43 | 59 | ||||||
SERP | 279 | 266 | ||||||
Defined contribution plans | 2,188 | 3,351 | ||||||
Net periodic benefit cost | 5,681 | 6,172 | ||||||
Allocated to discontinued operations | — | (1,096 | ) | |||||
Net periodic benefit cost — continuing operations | $ | 5,681 | $ | 5,076 | ||||
We contributed $0.3 million to fund current benefit payments for our SERPs and $0.1 million to our defined benefit pension plans during the three months ended March 31, 2016. We anticipate contributing an additional $1.1 million to fund the SERP’s benefit payments during the remainder of 2016. Additionally, we expect to contribute $5 million to $10 million for our qualified defined benefit pension plans in 2016.
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14. Segment Information
We determine our business segments based upon our management and internal reporting structures. Our reportable segments are strategic businesses that offer different products and services.
Our television segment includes 15 ABC affiliates, five NBC affiliates, two FOX affiliates, two CBS affiliates and four non big-four affiliated stations. We also own five Azteca America Spanish-language affiliates. Our television stations reach approximately 18% of the nation’s television households. Television stations earn revenue primarily from the sale of advertising time to local, national and political advertisers and retransmission fees received from cable operators and satellite carriers.
Our radio segment consists of 34 radio stations in eight markets. We operate 28 FM stations and six AM stations. Our radio stations earn revenue primarily from the sale of advertising to local advertisers.
Our digital segment includes the digital operations of our local television and radio businesses. It also includes the operations of national digital businesses such as Newsy, an over-the-top ("OTT") video news service, and Midroll, a podcast industry leader. Our digital operations earn revenue primarily through the sale of advertising and marketing services.
Syndication and other primarily includes the syndication of news features and comics and other features for the newspaper industry.
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.
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Information regarding our business segments is as follows:
Three Months Ended March 31, | ||||||||
(in thousands) | 2016 | 2015 | ||||||
Segment operating revenues: | ||||||||
Television | $ | 179,904 | $ | 114,218 | ||||
Radio | 14,603 | — | ||||||
Digital | 12,326 | 6,235 | ||||||
Syndication and other | 2,665 | 2,570 | ||||||
Total operating revenues | $ | 209,498 | $ | 123,023 | ||||
Segment profit (loss): | ||||||||
Television | $ | 41,687 | $ | 22,054 | ||||
Radio | 2,143 | — | ||||||
Digital | (3,133 | ) | (4,654 | ) | ||||
Syndication and other | 893 | 405 | ||||||
Shared services and corporate | (14,292 | ) | (13,536 | ) | ||||
Defined benefit pension plan expense | (3,450 | ) | (2,686 | ) | ||||
Acquisition and related integration costs | (578 | ) | (2,774 | ) | ||||
Depreciation and amortization of intangibles | (14,411 | ) | (8,295 | ) | ||||
Gains (losses), net on disposal of property, plant and equipment | 4 | (164 | ) | |||||
Interest expense | (4,579 | ) | (2,052 | ) | ||||
Miscellaneous, net | (191 | ) | (1,436 | ) | ||||
Income (loss) from continuing operations before income taxes | $ | 4,093 | $ | (13,138 | ) | |||
Depreciation: | ||||||||
Television | $ | 7,465 | $ | 5,386 | ||||
Radio | 537 | — | ||||||
Digital | 54 | 130 | ||||||
Syndication and other | 64 | 63 | ||||||
Shared services and corporate | 536 | 608 | ||||||
Total depreciation | $ | 8,656 | $ | 6,187 | ||||
Amortization of intangibles: | ||||||||
Television | $ | 4,239 | $ | 1,888 | ||||
Radio | 265 | — | ||||||
Digital | 913 | 220 | ||||||
Shared services and corporate | 338 | — | ||||||
Total amortization of intangibles | $ | 5,755 | $ | 2,108 | ||||
Additions to property, plant and equipment: | ||||||||
Television | $ | 3,111 | $ | 1,941 | ||||
Radio | 233 | — | ||||||
Digital | 4 | 31 | ||||||
Syndication and other | 15 | 54 | ||||||
Shared services and corporate | 58 | 279 | ||||||
Total additions to property, plant and equipment | $ | 3,421 | $ | 2,305 | ||||
No single customer provides more than 10% of our revenue.
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15. 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 — In May 2014, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares through December 2016. 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. Under the authorization, we repurchased $10.1 million of shares at prices ranging from $16.01 to $19.51 per share during the first three months of 2016. At March 31, 2016, $73.6 million remained under this authorization.
16. Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss ("AOCL") by component, including items reclassified out of AOCL, were as follows:
Three Months Ended March 31, 2016 | ||||||||||||||||
(in thousands) | Gains and Losses on Derivatives | Defined Benefit Pension Items | Other | Total | ||||||||||||
Beginning balance, December 31, 2015 | $ | (242 | ) | $ | (89,740 | ) | $ | 180 | $ | (89,802 | ) | |||||
Other comprehensive income before reclassifications | — | — | — | — | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss | ||||||||||||||||
Interest rate swap, net of tax of $37 (a) | 59 | — | — | 59 | ||||||||||||
Actuarial loss, net of tax of $396 (b) | — | 642 | (7 | ) | 635 | |||||||||||
Net current-period other comprehensive loss | 59 | 642 | (7 | ) | 694 | |||||||||||
Ending balance, March 31, 2016 | $ | (183 | ) | $ | (89,098 | ) | $ | 173 | $ | (89,108 | ) | |||||
Three Months Ended March 31, 2015 | ||||||||||||||||
(in thousands) | Gains and Losses on Derivatives | Defined Benefit Pension Items | Other | Total | ||||||||||||
Beginning balance, December 31, 2014 | $ | (479 | ) | $ | (125,877 | ) | $ | (87 | ) | $ | (126,443 | ) | ||||
Other comprehensive income before reclassifications | — | — | — | — | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss | ||||||||||||||||
Interest rate swap, net of tax of $36 (a) | 60 | — | — | 60 | ||||||||||||
Actuarial loss, net of tax of $458 (b) | — | 757 | — | 757 | ||||||||||||
Net current-period other comprehensive income | 60 | 757 | — | 817 | ||||||||||||
Ending balance, March 31, 2015 | $ | (419 | ) | $ | (125,120 | ) | $ | (87 | ) | $ | (125,626 | ) | ||||
(a) Interest rate swap amortization is included in interest expense in the Condensed Consolidated Statements of Operations
(b) Actuarial loss is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations
17. Journal Broadcast Merger and Newspaper Spin-off (Discontinued Operations)
On July 30, 2014, Scripps and Journal Communications, Inc. ("Journal") agreed to merge their broadcast operations and spin-off their newspaper businesses and combine them into a separate publicly traded company. On April 1, 2015, Scripps and Journal separated their respective newspaper businesses and merged them, resulting in each becoming a wholly owned subsidiary of Journal Media Group, Inc. Journal Media Group combined the 13 Scripps newspapers with Journal's Milwaukee Journal Sentinel.
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Immediately following the spin-off and merger of the newspaper businesses, the Journal broadcast operations and its related digital business were merged into Scripps. The Company’s television operations reach approximately 18% of all U.S. television households and has approximately 3,800 employees across its television, radio and digital media operations.
As part of the transactions, Scripps' shareholders received a $60 million special cash dividend on April 1, 2015.
Certain agreements between Scripps and Journal Media Group, Inc. became effective in connection with the transactions, including Tax Matters Agreements and a Transition Services Agreement.
Under the Transition Services Agreement, Scripps and Journal Media Group provided certain services to each other through March 31, 2016. The fees for the services were at arm's-length amounts. For the three months ended March 31, 2016, the amount we received from Journal Media Group and the amount we paid to Journal Media Group was immaterial. As of March 31, 2016, Journal Media Group owed Scripps $2.1 million.
The Tax Matters Agreements set forth the allocations and responsibilities of Scripps and Journal Media Group with respect to liabilities for federal, state and local income taxes for periods before and after the spin-off, disputes with taxing authorities and indemnification of income taxes that would become due if the spin-off were taxable. Generally, Scripps is responsible for taxes prior to the separation and Journal Media Group will be responsible for taxes for periods after the separation of their respective businesses.
As a result of the spin-off, Scripps newspapers has been presented as discontinued operations in the financial statements for all periods presented.
Operating results of our discontinued operations were as follows:
Three Months Ended March 31, | ||||
(in thousands) | 2015 | |||
Operating revenues | $ | 91,478 | ||
Total costs and expenses | (79,277 | ) | ||
Depreciation and amortization of intangibles | (3,608 | ) | ||
Other, net | (3,298 | ) | ||
Income from discontinued operations before income taxes | 5,295 | |||
Provision for income taxes | (2,280 | ) | ||
Net income from discontinued operations | $ | 3,015 | ||
The Company incurred certain non-recurring costs directly related to the spin-off of our newspapers and acquisition of the Journal broadcast stations of $6 million for the quarter ended March 31, 2015. Accounting and other professional and consulting fees directly related to the newspaper spin-off of $3 million were allocated to discontinued operations in the Condensed Consolidated Statements of Operations. The remaining amount of $3 million was recorded in earnings from continuing operations for the three months ended March 31, 2015.
18. Subsequent Events
On April 12, 2016, we acquired the multi-platform humor and satire brand Cracked, which informs and entertains millennial audiences with a strong website, original digital video, social media and a popular podcast. The purchase price was $39 million in cash.
Due to the limited time since we closed the Cracked acquisition, we have not yet completed the initial acquisition accounting for the transaction, including the determination of the fair values of the assets acquired and the liabilities assumed. We will complete the initial preliminary purchase price allocation in the second quarter and it will be reflected in our June 30, 2016 financial statements. The results of operations of the acquired business will be included in our results from April 12, 2016, the date of acquisition.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis of financial condition and results of operations is based upon the Condensed Consolidated Financial Statements and the Condensed Notes to Consolidated Financial Statements. You should read this discussion in conjunction with those financial statements.
Forward-Looking Statements
Certain forward-looking statements related to our businesses are included in this discussion. Those forward-looking statements reflect our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements. Such risks, trends and uncertainties, which in most instances are beyond our control, include changes in advertising demand and other economic conditions; consumers’ tastes; program costs; labor relations; technological developments; competitive pressures; interest rates; regulatory rulings; and reliance on third-party vendors for various products and services. The words “believe,” “expect,” “anticipate,” “estimate,” “intend” and similar expressions identify forward-looking statements. You should evaluate our forward-looking statements, which are as of the date of this filing, with the understanding of their inherent uncertainty. We undertake no obligation to 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 television, radio and digital media brands. We operate an expanding collection of local and national digital journalism and information businesses including our podcast business, Midroll, and over-the-top ("OTT") video news service, Newsy. We also produce television programming, run an award-winning investigative reporting newsroom in Washington, D.C., and serve as the longtime steward of the nation's largest, most successful and longest-running educational program, the Scripps National Spelling Bee.
On April 1, 2015, Scripps and Journal Communications, Inc. ("Journal") closed their transactions to merge their broadcast operations and spin-off their newspaper businesses into a separate publicly traded company. The merged broadcast operations is one of the nation’s largest independent TV station ownership groups, reaching nearly one in five U.S. television households and serving 24 markets. We also own 34 radio stations in eight markets. The company has approximately 3,800 employees across its television, radio and digital media operations. The merger enhances our national broadcast footprint, and we now have affiliations with all of the "Big 4" television networks.
Our focus in our television markets in 2016 is to strategically invest in markets to be leaders in local news in order to improve ratings. This strategy will enable us to maximize our operating results in this election cycle.
We continued our expansion of our digital business on April, 12, 2016 when we acquired the multi-platform humor and satire brand Cracked, which informs and entertains millennial audiences with a strong website, original digital video, social media and a popular podcast. This acquisition provides an opportunity to expand our OTT footprint for both video and audio. The purchase price was $39 million in cash.
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Results of Operations
The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our business segments. Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our business segments that follows.
Consolidated Results of Operations
Consolidated results of operations were as follows:
Three Months Ended March 31, | |||||||||||
(in thousands) | 2016 | Change | 2015 | ||||||||
Operating revenues | $ | 209,498 | 70.3 | % | $ | 123,023 | |||||
Employee compensation and benefits | (95,885 | ) | 40.3 | % | (68,362 | ) | |||||
Programs and program licenses | (40,568 | ) | 92.0 | % | (21,132 | ) | |||||
Other expenses | (45,747 | ) | 56.3 | % | (29,260 | ) | |||||
Defined benefit pension plan expense | (3,450 | ) | (2,686 | ) | |||||||
Acquisition and related integration costs | (578 | ) | (2,774 | ) | |||||||
Depreciation and amortization of intangibles | (14,411 | ) | (8,295 | ) | |||||||
Gains (losses), net on disposal of property, plant and equipment | 4 | (164 | ) | ||||||||
Operating income (loss) | 8,863 | (9,650 | ) | ||||||||
Interest expense | (4,579 | ) | (2,052 | ) | |||||||
Miscellaneous, net | (191 | ) | (1,436 | ) | |||||||
Income (loss) from continuing operations before income taxes | 4,093 | (13,138 | ) | ||||||||
Benefit for income taxes | 795 | 5,023 | |||||||||
Income (loss) from continuing operations | 4,888 | (8,115 | ) | ||||||||
Income from discontinued operations, net of tax | — | 3,015 | |||||||||
Net income (loss) | $ | 4,888 | $ | (5,100 | ) | ||||||
Continuing Operations
The Company completed its acquisition of the Journal television and radio stations on April 1, 2015, referred to as the "acquired stations." Midroll was acquired on July 22, 2015. Collectively, these acquisitions are referred to as the "acquired operations." The inclusion of operating results from these businesses for the periods subsequent to the acquisitions impacts the comparability of our consolidated and segment operating results.
Operating revenues increased 70% in the first quarter of 2016 compared to 2015. Revenue from the acquired operations was $67.7 million in the first quarter of 2016. A $6.1 million increase in political advertising revenues and an $11.3 million increase in retransmission revenue in the quarter at stations owned for the full period accounted for most of the remaining increase.
Effective January 1, 2016, we completed a new retransmission agreement covering approximately 3 million households which is reflected in our 2016 results.
Employee compensation and benefits increased 40% in the first quarter of 2016, primarily driven by the impact of the acquired stations.
Programs and program licenses expense nearly doubled for the three months ended March 31, 2016, primarily due to acquisitions and higher network fees. The acquired stations accounted for $10 million of the increase for the quarter. The remainder of the increase was due to higher network license fees, offset by lower syndicated programming expense. We completed new agreements for our five NBC stations at the end of 2015 and one of our CBS stations in July 2015.
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Other expenses include the following:
Three Months Ended March 31, | |||||||||||
(in thousands) | 2016 | Change | 2015 | ||||||||
Facilities rent and maintenance | $ | 9,322 | 45.4 | % | $ | 6,411 | |||||
Purchased news and content | 2,223 | 42.7 | % | 1,558 | |||||||
Marketing and promotion | 2,925 | 97.4 | % | 1,482 | |||||||
Miscellaneous costs | 31,277 | 57.9 | % | 19,809 | |||||||
Total other expenses | $ | 45,747 | 56.3 | % | $ | 29,260 | |||||
Other expenses increased primarily as a result of the acquired stations.
Acquisition and related integration costs of $0.6 million and $2.8 million for the 2016 and 2015 quarters, respectively, include costs for spinning off our newspaper operations and costs associated with acquisitions, such as legal and accounting fees, as well as costs to integrate the acquired operations.
Defined benefit plan expense increased quarter-over-quarter due to the additional expense related to the pension obligations assumed in the Journal acquisition.
Depreciation and amortization increased year-over-year as a result of the acquired operations.
Interest expense increased year-over-year due to the increased debt related to the Journal acquisition.
The effective income tax rate was (19)% and 38% for the three months ended March 31, 2016 and 2015, respectively. The impact of state and local taxes and non-deductible expenses impacted our effective rate. Certain portions of the transaction costs incurred in connection with the Journal transactions in 2015 are not deductible. In addition, our provision for the 2016 quarter includes $1.9 million of excess tax benefits from the exercise and vesting of share-based compensation awards.
Discontinued Operations
Discontinued operations reflect the historical results of our newspaper operations which were spun-off on April 1, 2015.
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Business Segment Results — As discussed in the Condensed Notes to 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.
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) | 2016 | Change | 2015 | ||||||||
Segment operating revenues: | |||||||||||
Television | $ | 179,904 | 57.5 | % | $ | 114,218 | |||||
Radio | 14,603 | — | |||||||||
Digital | 12,326 | 97.7 | % | 6,235 | |||||||
Syndication and other | 2,665 | 3.7 | % | 2,570 | |||||||
Total operating revenues | $ | 209,498 | 70.3 | % | $ | 123,023 | |||||
Segment profit (loss): | |||||||||||
Television | $ | 41,687 | 89.0 | % | $ | 22,054 | |||||
Radio | 2,143 | — | |||||||||
Digital | (3,133 | ) | (32.7 | )% | (4,654 | ) | |||||
Syndication and other | 893 | 405 | |||||||||
Shared services and corporate | (14,292 | ) | 5.6 | % | (13,536 | ) | |||||
Defined benefit pension plan expense | (3,450 | ) | (2,686 | ) | |||||||
Acquisition and related integration costs | (578 | ) | (2,774 | ) | |||||||
Depreciation and amortization of intangibles | (14,411 | ) | (8,295 | ) | |||||||
Gains (losses), net on disposal of property, plant and equipment | 4 | (164 | ) | ||||||||
Interest expense | (4,579 | ) | (2,052 | ) | |||||||
Miscellaneous, net | (191 | ) | (1,436 | ) | |||||||
Income (loss) from continuing operations before income taxes | $ | 4,093 | $ | (13,138 | ) | ||||||
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Television — Our television segment includes 15 ABC affiliates, five NBC affiliates, two FOX affiliates, two CBS affiliates and four non big-four affiliated stations. We also own five Azteca America Spanish-language affiliates. Our television stations reach approximately 18% of the nation’s television households.
Television stations earn revenue primarily from the sale of advertising time to local, national and political advertisers and retransmission fees received from cable operators and satellite carriers.
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 locally and nationally internally produced 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 television 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 time 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 television segment were as follows:
Three Months Ended March 31, | |||||||||||
(in thousands) | 2016 | Change | 2015 | ||||||||
Segment operating revenues: | |||||||||||
Local | $ | 80,257 | 36.6 | % | $ | 58,755 | |||||
National | 33,445 | 30.6 | % | 25,602 | |||||||
Political | 9,260 | 500 | |||||||||
Retransmission | 53,614 | 92.0 | % | 27,918 | |||||||
Other | 3,328 | 130.6 | % | 1,443 | |||||||
Total operating revenues | 179,904 | 57.5 | % | 114,218 | |||||||
Segment costs and expenses: | |||||||||||
Employee compensation and benefits | 65,767 | 31.4 | % | 50,058 | |||||||
Programs and program licenses | 39,479 | 86.8 | % | 21,132 | |||||||
Other expenses | 32,971 | 57.2 | % | 20,974 | |||||||
Total costs and expenses | 138,217 | 50.0 | % | 92,164 | |||||||
Segment profit | $ | 41,687 | 89.0 | % | $ | 22,054 | |||||
The Company completed its acquisition of the Journal television stations on April 1, 2015. The inclusion of operating results from this transaction for the periods subsequent to the acquisition impacts the comparability of the television division operating results.
Revenues
Total television revenues increased 58% in the first quarter of 2016. Revenue from the acquired stations was $48.7 million for the 2016 quarter. Increased retransmission revenues and higher political revenues in a presidential-election year drove most of the remaining increase.
Effective January 1, 2016, we completed a new retransmission agreement covering approximately 3 million households which is reflected in our 2016 results.
Costs and expenses
Total costs and expenses increased 50% in the first quarter of 2016.
Employee compensation and benefits increased 31% for the first quarter of 2016 primarily due to the acquired stations.
Programs and program licenses expense nearly doubled for the three months ended March 31, 2016, primarily due to the acquired Journal television stations and higher network fees. The acquired television stations accounted for $9 million of the
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increase for the quarter. The remainder of the increase was due to higher network license fees, offset by lower syndicated programming expense. We completed new agreements for our five NBC stations at the end of 2015 and one of our CBS stations in July 2015.
Other expenses increased 57% for the 2016 quarter primarily due to the impact of the acquired television stations.
Radio — Our radio segment consists of 34 radio stations in eight markets. We operate 28 FM stations and six AM stations. Radio stations earn revenue primarily from the sale of advertising to local advertisers.
Our radio stations focus on providing targeted and relevant local programming that is responsive to the interest of the communities in which we serve, strengthening our brand identity and allowing us to provide effective marketing solutions for advertisers by reaching their targeted audiences.
Operating results for our radio segment were as follows:
Three Months Ended March 31, | ||||||||||
(in thousands) | 2016 | Change | 2015 | |||||||
Segment operating revenues: | ||||||||||
Advertising | $ | 14,122 | $ | — | ||||||
Other | 481 | — | ||||||||
Total operating revenues | 14,603 | — | ||||||||
Segment costs and expenses: | ||||||||||
Employee compensation and benefits | 7,291 | — | ||||||||
Programs | 1,089 | — | ||||||||
Other expenses | 4,080 | — | ||||||||
Total costs and expenses | 12,460 | — | ||||||||
Segment profit | $ | 2,143 | $ | — | ||||||
Revenues
Total radio revenues of $14.6 million for the first quarter are $0.7 million lower than the prior year quarter amount of $15.3 million when owned by Journal.
Costs and expenses
Total costs and expenses for radio of $12.5 million for the quarter are $0.8 million lower than the prior year quarter amount of $13.3 million when owned by Journal.
Digital — Our digital segment includes the digital operations of our local television and radio businesses. It also includes the operations of national digital businesses such as Newsy, an over-the-top video news service, and Midroll, a podcast industry leader.
Our digital operations earn revenue primarily through the sale of advertising and marketing services.
F-25
Operating results for our digital segment were as follows:
Three Months Ended March 31, | |||||||||||
(in thousands) | 2016 | Change | 2015 | ||||||||
Total operating revenue | $ | 12,326 | 97.7 | % | $ | 6,235 | |||||
Segment costs and expenses: | |||||||||||
Employee compensation and benefits | 9,877 | 17.6 | % | 8,397 | |||||||
Other expenses | 5,582 | 124.0 | % | 2,492 | |||||||
Total costs and expenses | 15,459 | 42.0 | % | 10,889 | |||||||
Segment loss | $ | (3,133 | ) | (32.7 | )% | $ | (4,654 | ) | |||
Revenues
Digital revenues nearly doubled in the first quarter of 2016. Revenue from the acquired stations and Midroll was $4.4 million in the first quarter of 2016. The remainder of the increase was driven by our focus on increasing digital advertising revenues with an expanded sales force in our television markets and increased revenue from programmatic advertising.
Cost and Expenses
Digital costs and expenses increased 42% in the first quarter of 2016, primarily due to the impact of the acquired stations and the Midroll acquisition.
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.
F-26
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 is as follows:
Three Months Ended March 31, | ||||||||
(in thousands) | 2016 | 2015 | ||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 4,888 | $ | (5,100 | ) | |||
Income from discontinued operations | — | (3,015 | ) | |||||
Income (loss) from continuing operations | 4,888 | (8,115 | ) | |||||
Adjustments to reconcile income (loss) from continuing operations to net cash flows from operating activities: | ||||||||
Depreciation and amortization | 14,411 | 8,295 | ||||||
Deferred income taxes | (123 | ) | (3,266 | ) | ||||
Stock and deferred compensation plans | 5,557 | 2,467 | ||||||
Pension expense, net of payments | 3,000 | 3,195 | ||||||
Other changes in certain working capital accounts, net | (21,201 | ) | (11,682 | ) | ||||
Miscellaneous, net | (191 | ) | 842 | |||||
Net cash provided by (used in) continuing operating activities | 6,341 | (8,264 | ) | |||||
Net cash provided by discontinued operating activities | — | 8,246 | ||||||
Net operating activities | $ | 6,341 | $ | (18 | ) | |||
The $15 million increase in cash provided by continuing operating activities was primarily attributable to a $23 million increase in segment profit, partially offset by changes in working capital in 2016 compared to 2015.
The primary factors affecting changes in operating activities are described below.
• | Collections of accounts receivable increased $2 million in 2016 compared to 2015. Collections in the first portion of an odd year are lower due to the impact of political advertising in the preceding period, which is paid in advance and displaces traditional local and national advertising. |
• | The timing of payments for accounts payable increased working capital by $2.3 million in 2016. |
• | The accrual of payroll and annual incentive compensation, net of the payment amounts earned in the prior year, decreased working capital by $14.9 million in 2016 and $0.1 million in 2015. |
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Investing activities
Cash flows from investing activities for the three months ended March 31 is as follows:
Three Months Ended March 31, | ||||||||
(in thousands) | 2016 | 2015 | ||||||
Cash Flows from Investing Activities: | ||||||||
Additions to property, plant and equipment | $ | (6,321 | ) | $ | (2,305 | ) | ||
Purchase of investments | (1,553 | ) | (6,450 | ) | ||||
Change in restricted cash | 1,100 | — | ||||||
Proceeds from sale of property, plant and equipment | 4 | 5 | ||||||
Net cash used in continuing investing activities | (6,770 | ) | (8,750 | ) | ||||
Net cash used in discontinued investing activities | — | (1,561 | ) | |||||
Net investing activities | $ | (6,770 | ) | $ | (10,311 | ) | ||
In 2016 and 2015, we used $7 million and $9 million, respectively, in cash for continuing investing activities. The primary factors affecting our investing activities for the periods are described below.
• | During the three months ended March 31, 2016, we paid $6.3 million for capital expenditures, an increase of $4 million over the 2015 quarter. |
• | In the first quarter of 2015, we invested $5 million to fund the launch and operations of a media company specializing in digital multicasting. |
Financing activities
Cash flows from financing activities for the three months ended March 31 is as follows:
Three Months Ended March 31, | ||||||||
(in thousands) | 2016 | 2015 | ||||||
Cash Flows from Financing Activities: | ||||||||
Payments on long-term debt | $ | (1,000 | ) | $ | (500 | ) | ||
Repurchase of Class A Common shares | (10,131 | ) | — | |||||
Proceeds from exercise of employee stock options | 4,641 | 4,262 | ||||||
Tax payments related to shares withheld for RSU vesting | (2,579 | ) | (4,872 | ) | ||||
Miscellaneous, net | (2,311 | ) | 12,469 | |||||
Net cash (used in) provided by continuing financing activities | $ | (11,380 | ) | $ | 11,359 | |||
In 2016, we used $11 million in cash and had net cash flows of $11 million in 2015 for continuing financing activities. The primary items included in our financing activities for the periods are described below.
On April 1, 2015, we entered into a $500 million second amended revolving credit and term loan agreement ("Second Amended Financing Agreement") to refinance our existing revolving credit and term loan agreement ("Amended Financing Agreement"). The $400 million term loan B matures in November 2020 and a $100 million revolving credit facility matures in November 2018. There were no borrowings under the revolving credit agreements in any of the years.
The Second Amended Financing Agreement includes the maintenance of a net leverage ratio if we borrow more than 20% on the revolving credit facility. The term loan B requires that if we borrow additional amounts or make a permitted acquisition that we cannot exceed a stated net leverage ratio on a pro forma basis at the date of the transaction. We were in compliance with all financial covenants in the Second Amended Financing Agreement at March 31, 2016 and December 31, 2015.
The Second Amended 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, 2016, we were not required to make additional principal payments based on excess cash flow. Under an amendment completed in the third quarter of 2015, any proceeds, up to a stipulated amount, we receive from the upcoming spectrum auction, will not be required to pay down the term loan.
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In May 2014, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares through December 2016. 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. Under the authorization, we repurchased $10 million of shares at prices ranging from $16.01 to $19.51 per share during 2016. At March 31, 2016, we had approximately $74 million remaining for share repurchases under this authorization.
In 2016, we received $5 million of proceeds from the exercise of employee stock options compared to $4 million in 2015.
Cash used in financing activities was also impacted by $13 million of checks issued for payment and outstanding at March 31, 2015.
Other
We have met our funding requirements for our defined benefit pension plans under the provisions of the Pension Funding Equity Act of 2004 and the Pension Protection Act of 2006. We expect to contribute between $6 million and $11 million in the remainder of 2016 to our defined benefit pension plans, including our SERPs.
We expect that our cash, cash from operating activities and available borrowing capacity will be sufficient to meet our operating and capital needs over the next 12 months.
Off-Balance Sheet Arrangements and Contractual Obligations
Off-Balance Sheet Arrangements
There have been no material changes to the off-balance sheet arrangements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.
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Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions that affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.
Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used or changes in estimates that are likely to occur could materially change the financial statements. We believe the accounting for acquisitions, long-lived assets, goodwill and indefinite-lived intangible assets, income taxes and pension plans to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2015.
Recently Adopted Standards and Issued Accounting Standards
Recently Adopted Accounting Standards — In March 2016, the Financial Accounting Standards Board (FASB) issued new guidance which simplifies the accounting for share-based compensation arrangements, including the income tax consequences and classification on the statement of cash flows. Under the new guidance, excess tax benefits and tax deficiencies will be recognized as a discrete component of the income tax provision in the period they occur and not as an adjustment to additional paid-in capital. Also, a company's payments for tax withholdings should be classified in the statement of cash flows as a financing activity. It also requires excess tax benefits to be recorded on the exercise or vesting of share-based awards at the time they are deductible for taxes and not when they reduce cash taxes. In addition, a company can now elect to record forfeitures of share-based awards as they occur or record estimated forfeitures with a true-up at the end of the vesting period. We have elected to early adopt this guidance effective January 1, 2016. The adoption was on a modified retrospective transition method basis and therefore had no impact on prior years. The impact of adopting this guidance was to record $14.7 million of previously unrecognized tax benefits, increasing deferred taxes and opening retained earnings. We have elected to adopt a policy of recording actual forfeitures, the impact of which is immaterial to current or prior periods.
In August 2014, the FASB issued new guidance related to the disclosures around consideration of going concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard was effective for us January 1, 2016. The adoption of this standard did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Standards — 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. Early adoption is permitted. We are currently assessing the impact of this guidance on our consolidated financial statements.
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 standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are currently assessing the impact of this guidance on our consolidated financial statements.
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In May 2014, the FASB issued new guidance on revenue recognition. Under this new standard, an entity shall recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled 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. This standard permits the use of either the retrospective or cumulative effect transition method and will be effective for us beginning in 2018. Early adoption is permitted in 2017. We are currently assessing the impact this guidance will have on our consolidated financial statements and have not yet determined a transition method.
F-31
Quantitative and Qualitative Disclosures About Market Risk
Earnings and cash flow can be affected by, among other things, economic conditions and interest rate changes. We are also exposed to changes in the market value of our investments.
Our objectives in managing interest rate risk are to limit the impact of interest rate changes on our earnings and cash flows and to reduce overall borrowing costs.
The following table presents additional information about market-risk-sensitive financial instruments:
As of March 31, 2016 | As of December 31, 2015 | |||||||||||||||
(in thousands) | Cost Basis | Fair Value | Cost Basis | Fair Value | ||||||||||||
Financial instruments subject to interest rate risk: | ||||||||||||||||
Variable rate credit facility | $ | — | $ | — | $ | — | $ | — | ||||||||
Term loan | 393,500 | 390,057 | 394,500 | 388,583 | ||||||||||||
Unsecured promissory notes | 7,968 | 7,858 | 7,968 | 7,993 | ||||||||||||
Total long-term debt including current portion | $ | 401,468 | $ | 397,915 | $ | 402,468 | $ | 396,576 | ||||||||
Interest rate swap | $ | 312 | $ | 312 | $ | 299 | $ | 299 | ||||||||
Financial instruments subject to market value risk: | ||||||||||||||||
Investments held at cost | $ | 10,574 | (a) | $ | 10,652 | (a) | ||||||||||
(a) Includes securities that do not trade in public markets so the securities do not have readily determinable fair values. We estimate the fair value of these securities approximates their carrying value. There can be no assurance that we would realize the carrying value upon sale of the securities. | ||||||||||||||||
We may utilize interest rate swaps to manage our interest expense exposure by fixing our interest rate on portions of our floating rate term loan. We have entered into a $75 million notional value interest rate swap expiring in December 2016 which provides for use to pay a fixed interest rate of 1.08% and we receive interest at a variable rate equal to 30 day LIBOR. We did not provide or receive any collateral for this contract. The fair value of this financial derivative is based on quoted market prices which reflect the present values of the difference between estimated future variable-rate receipts and future fixed-rate payments.
F-32
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Scripps management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that:
1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and |
3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error, collusion and the improper overriding of controls by management. Accordingly, even effective internal control can only provide reasonable but not absolute assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the financial statements. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective. There were no changes to the Company's internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
F-33
The E.W. Scripps Company
Index to Exhibits
Exhibit Number | Exhibit Description | |
31(A) | Section 302 Certifications | |
31(B) | Section 302 Certifications | |
32(A) | Section 906 Certifications | |
32(B) | Section 906 Certifications | |
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) | |
E-1