Annual Statements Open main menu

TEGNA INC - Quarter Report: 2020 June (Form 10-Q)



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
_______________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-6961
___________________________
TEGNA INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware
 
16-0442930
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
   8350 Broad Street, Suite 2000,
Tysons,
Virginia
 
22102-5151
(Address of principal executive offices)
 
(Zip Code)
(703)
873-6600
 
 
(Registrant’s telephone number, including area code)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
TGNA
New York Stock Exchange
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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
 
 
 
 
Non-accelerated filer
Smaller reporting company
 
 
 
 
 
 
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding as of July 31, 2020 was 218,955,098.
 



INDEX TO TEGNA INC.
June 30, 2020 FORM 10-Q
 
Item No.
 
Page
 
PART I. FINANCIAL INFORMATION
 
 
 
 
1.
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.
 
 
 
3.
 
 
 
4.
 
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
1.
 
 
 
1A.
 
 
 
2.
 
 
 
3.
 
 
 
4.
 
 
 
5.
 
 
 
6.
 
 
 

2



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars (Unaudited)
 
June 30, 2020
 
Dec. 31, 2019
 
 
 
 
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
173,070

 
$
29,404

Accounts receivable, net of allowances of $8,808 and $3,723, respectively
485,211

 
581,765

Other receivables
14,909

 
19,640

Syndicated programming rights
18,786

 
49,616

Prepaid expenses and other current assets
19,081

 
26,899

Total current assets
711,057

 
707,324

Property and equipment
 
 
 
Cost
1,025,235

 
997,736

Less accumulated depreciation
(544,274
)
 
(512,015
)
Net property and equipment
480,961

 
485,721

Intangible and other assets
 
 
 
Goodwill
2,968,655

 
2,950,587

Indefinite-lived and amortizable intangible assets, less accumulated amortization of $201,355 and $168,452, respectively
2,518,140

 
2,561,614

Right-of-use assets for operating leases
101,574

 
103,461

Investments and other assets
148,031

 
145,269

Total intangible and other assets
5,736,400

 
5,760,931

Total assets
$
6,928,418

 
$
6,953,976

The accompanying notes are an integral part of these condensed consolidated financial statements.

3



TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars, except par value and share amounts (Unaudited)
 
June 30, 2020
 
Dec. 31, 2019
 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable
$
37,019

 
$
51,894

Accrued liabilities
 
 


   Compensation
44,909

 
63,876

   Interest
50,464

 
46,013

   Contracts payable for programming rights
101,182

 
119,872

   Other
65,333

 
60,983

Dividends payable

 
15,188

Income taxes payable
17,631

 
3,332

Total current liabilities
316,538

 
361,158

Noncurrent liabilities
 
 
 
Income taxes
7,311

 
7,490

Deferred income tax liability
523,528

 
515,621

Long-term debt
4,098,076

 
4,179,245

Pension liabilities
118,114

 
127,146

Operating lease liabilities
103,466

 
105,902

Other noncurrent liabilities
71,705

 
67,037

Total noncurrent liabilities
4,922,200

 
5,002,441

Total liabilities
5,238,738

 
5,363,599

 
 
 
 
Redeemable noncontrolling interest (see Note 11)
14,373

 

 
 
 
 
Commitments and contingent liabilities (see Note 11)


 


 
 
 
 
Shareholders’ equity
 
 
 
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued
324,419

 
324,419

Additional paid-in capital
140,255

 
247,497

Retained earnings
6,729,896

 
6,655,088

Accumulated other comprehensive loss
(140,179
)
 
(142,597
)
Less treasury stock at cost, 105,661,402 shares and 106,955,082 shares, respectively
(5,379,084
)
 
(5,494,030
)
Total equity
1,675,307

 
1,590,377

Total liabilities, redeemable noncontrolling interest and equity
$
6,928,418

 
$
6,953,976

The accompanying notes are an integral part of these condensed consolidated financial statements.



4



TEGNA Inc.
CONSOLIDATED STATEMENTS OF INCOME
Unaudited, in thousands of dollars, except per share amounts
 
Quarter ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
Revenues
$
577,627

 
$
536,932

 
$
1,261,816

 
$
1,053,685

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Cost of revenues1
355,367


285,293

 
724,735

 
566,604

Business units - Selling, general and administrative expenses
85,008


73,941

 
177,976

 
145,406

Corporate - General and administrative expenses
28,312

 
15,836

 
50,026

 
30,571

Depreciation
16,711


14,533

 
33,611

 
29,450

Amortization of intangible assets
17,248


8,823

 
33,464

 
17,512

Spectrum repacking reimbursements and other, net
(116
)

(4,306
)
 
(7,631
)
 
(11,319
)
Total
502,530

 
394,120

 
1,012,181

 
778,224

Operating income
75,097

 
142,812

 
249,635

 
275,461

 
 
 
 
 
 
 
 
Non-operating income (expense):
 
 
 
 
 
 
 
Equity income (loss) in unconsolidated investments, net
1,921

 
(615
)
 
10,936

 
11,413

Interest expense
(51,877
)
 
(46,327
)
 
(108,837
)
 
(92,712
)
Other non-operating items, net
1,039

 
8,964

 
(18,231
)
 
7,425

Total
(48,917
)

(37,978
)
 
(116,132
)
 
(73,874
)
 
 
 
 
 
 
 
 
Income before income taxes
26,180

 
104,834

 
133,503

 
201,587

Provision for income taxes
6,607


24,879

 
27,732

 
47,653

Net Income
19,573

 
79,955

 
105,771

 
153,934

Net loss attributable to redeemable noncontrolling interest
374

 

 
484

 

Net income attributable to TEGNA Inc.
$
19,947

 
$
79,955

 
$
106,255

 
$
153,934

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.09

 
$
0.37

 
$
0.48

 
$
0.71

Diluted
$
0.09

 
$
0.37

 
$
0.48

 
$
0.71

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic shares
219,128

 
217,089

 
218,703

 
216,900

Diluted shares
219,426

 
217,905

 
219,144

 
217,555

 
 
 
 
 
 
 
 
1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.
The accompanying notes are an integral part of these condensed consolidated financial statements.

5



TEGNA Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited, in thousands of dollars
 
Quarter ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
Net income
$
19,573

 
$
79,955

 
$
105,771

 
$
153,934

Other comprehensive income, before tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(273
)
 
(471
)
 
130

 
(457
)
Recognition of previously deferred post-retirement benefit plan costs
1,604

 
1,437

 
3,102

 
2,862

Pension lump-sum payment charges

 
686

 

 
686

Other comprehensive income, before tax
1,331

 
1,652

 
3,232

 
3,091

Income tax effect related to components of other comprehensive income
(335
)
 
(414
)
 
(814
)
 
(774
)
Other comprehensive income, net of tax
996

 
1,238

 
2,418

 
2,317

Comprehensive income
20,569

 
81,193

 
108,189

 
156,251

Comprehensive loss attributable to redeemable noncontrolling interest
374

 

 
484

 

Comprehensive income attributable to TEGNA Inc.
$
20,943

 
$
81,193

 
$
108,673

 
$
156,251

The accompanying notes are an integral part of these condensed consolidated financial statements.

6



TEGNA Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited, in thousands of dollars
 
Six months ended June 30,
 
2020
 
2019
 
 
 
 
Cash flows from operating activities:
 
 
 
Net income
$
105,771

 
$
153,934

Adjustments to reconcile net income to net cash flow from operating activities:
 
 
 
Depreciation and amortization
67,075

 
46,962

Stock-based compensation
7,568

 
9,442

     Company stock 401(k) contribution
8,566

 
3,244

Gains on sales of assets

 
(11,725
)
Equity loss (income) from unconsolidated investments, net
(10,936
)
 
(11,413
)
Pension contributions, net of expense
(5,885
)

(3,812
)
Change in other assets and liabilities, net of acquisitions:
 
 
 
Decrease (increase) in trade receivables
91,246

 
(20,091
)
Decrease in accounts payable
(13,821
)
 
(19,535
)
Increase (decrease) in interest and taxes payable
32,056

 
(6,910
)
Increase (decrease) in deferred revenue
(1,123
)
 
(1,511
)
Change in other assets and liabilities, net
33,025

 
(21,734
)
Net cash flow from operating activities
313,542

 
116,851

Cash flows from investing activities:
 
 
 
Purchase of property and equipment
(24,308
)
 
(37,684
)
Reimbursements from spectrum repacking
9,768

 
8,439

Payments for acquisitions of businesses and other assets, net of cash acquired
(15,841
)
 
(185,926
)
Payments for investments
(704
)
 
(3,553
)
Proceeds from investments
5,028

 
955

Proceeds from sale of assets and businesses
5,000

 
20,064

Net cash flow used for investing activities
(21,057
)
 
(197,705
)
Cash flows from financing activities:
 
 
 
Payments under revolving credit facilities, net
(68,000
)
 
55,000

Proceeds from borrowings
1,000,000

 

Debt repayments
(1,010,000
)
 
(50,000
)
Payments for debt issuance costs and early redemption fee
(29,948
)
 

Proceeds from sale of minority ownership interest in Premion
14,000



Dividends paid
(45,776
)
 
(30,294
)
Other, net
(9,095
)
 
(446
)
Net cash flow used for financing activities
(148,819
)
 
(25,740
)
Increase (decrease) in cash
143,666

 
(106,594
)
Balance of cash, beginning of period
29,404

 
135,862

Balance of cash, end of period
$
173,070

 
$
29,268

 
 
 
 
Supplemental cash flow information:
 
 
 
Cash paid (received) for income taxes, net of refunds
$
465

 
$
55,785

Cash paid for interest
$
100,074

 
$
85,961

The accompanying notes are an integral part of these condensed consolidated financial statements.

7



TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data

Quarters Ended:
Redeemable noncontrolling interest
 
 
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total Equity
Balance at Mar. 31, 2020
$
14,093

 
 
$
324,419

$
152,106

$
6,725,911

$
(141,175
)
$
(5,403,005
)
$
1,658,256

Net income (loss)
(374
)
 
 


19,947



19,947

Other comprehensive income, net of tax

 
 



996


996

Total comprehensive income
 
 
 
 
 
 
 
 
20,943

Dividends declared: $0.07 per share

 
 


(15,308
)


(15,308
)
Company stock 401(k) contribution

 
 

(17,888
)


21,316

3,428

Stock-based awards activity

 
 

(2,627
)


2,605

(22
)
Stock-based compensation

 
 

8,325




8,325

Accretion of redeemable noncontrolling interest
280

 
 


(280
)


(280
)
Adjustment of redeemable noncontrolling interest to redemption value
374

 
 


(374
)


(374
)
Other activity

 
 

339




339

Balance at June 30, 2020
$
14,373

 
 
$
324,419

$
140,255

$
6,729,896

$
(140,179
)
$
(5,379,084
)
$
1,675,307

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interest
 
 
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total
Balance at Mar. 31, 2019
$

 
 
$
324,419

$
262,823

$
6,488,352

$
(135,432
)
$
(5,534,911
)
$
1,405,251

Net income

 
 


79,955



79,955

Other comprehensive income, net of tax

 
 



1,238


1,238

Total comprehensive income
 
 
 
 
 
 
 
 
81,193

Dividends declared: $0.07 per share

 
 


(15,158
)


(15,158
)
Company stock 401(k) contribution

 
 

(7,259
)


10,503

3,244

Stock-based awards activity

 
 

(4,861
)


4,752

(109
)
Stock-based compensation

 
 

5,008




5,008

Other activity

 
 

313




313

Balance at June 30, 2019
$

 
 
$
324,419

$
256,024

$
6,553,149

$
(134,194
)
$
(5,519,656
)
$
1,479,742

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

8



TEGNA Inc.
 
 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended:
Redeemable noncontrolling interest
 
 
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total
Balance at Dec. 31, 2019
$

 
 
$
324,419

$
247,497

$
6,655,088

$
(142,597
)
$
(5,494,030
)
$
1,590,377

Net income (loss)
(484
)
 
 


106,255



106,255

Other comprehensive income, net of tax

 
 



2,418


2,418

Total comprehensive income
 
 
 
 
 
 
 
 
108,673

Dividends declared: $0.14 per share

 
 


(30,590
)


(30,590
)
Company stock 401(k) contribution

 
 

(35,719
)


44,285

8,566

Stock-based awards activity

 
 

(79,756
)


70,661

(9,095
)
Stock-based compensation

 
 

7,568




7,568

Sale of minority ownership interest in Premion
14,000

 
 






Accretion of redeemable noncontrolling interest
373

 
 


(373
)


(373
)
Adjustment of redeemable noncontrolling interest to redemption value
484

 
 


(484
)


(484
)
Other activity

 
 

665




665

Balance at June 30, 2020
$
14,373

 
 
$
324,419

$
140,255

$
6,729,896

$
(140,179
)
$
(5,379,084
)
$
1,675,307

 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interest
 
 
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total
Balance at Dec. 31, 2018
$

 
 
$
324,419

$
301,352

$
6,429,512

$
(136,511
)
$
(5,577,848
)
$
1,340,924

Net income

 
 


153,934



153,934

Other comprehensive income, net of tax

 
 



2,317


2,317

Total comprehensive income
 
 
 
 
 
 
 
 
156,251

Dividends declared: $0.14 per share

 
 


(30,297
)


(30,297
)
Company stock 401(k) contribution

 
 

(7,259
)


10,503

3,244

Stock-based awards activity

 
 

(48,136
)


47,689

(447
)
Stock-based compensation

 
 

9,442




9,442

Other activity

 
 

625




625

Balance at June 30, 2019
$

 
 
$
324,419

$
256,024

$
6,553,149

$
(134,194
)
$
(5,519,656
)
$
1,479,742

The accompanying notes are an integral part of these condensed consolidated financial statements.


9



TEGNA Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Accounting policies

Basis of presentation: Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our (or TEGNA’s) audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.

The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. During the first quarter of 2020, a novel strain of coronavirus (COVID-19) believed to have been first identified in Wuhan, China, spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The federal and state governments in the United States responded by instituting a wide variety of mitigating control measures, including, mandatory quarantines, closures of non-essential businesses and all other places of social interaction, while implementing “shelter in place” orders and travel restrictions in an effort to slow the spread of the virus. Such mitigating measures began negatively impacting our advertising and marketing services (AMS) revenue stream in mid-March as demand for non-political advertising softened. This trend has continued in the second quarter of 2020 as such measures either remain largely in place or were being slowly relaxed as certain state and local governments have begun to implement multi-step policies towards re-opening and lifting the control measures. Demand improved for advertising during May and June as steps toward re-opening were implemented. However, some of the states which re-opened (particularly in the southern United States) also experienced increases in new COVID-19 cases late in the second quarter and early in the third quarter, forcing some to reinstate control measures and restrict public gatherings.

Beginning in mid-March, as a result of the expected near-term impact on non-political advertising demand caused by the COVID-19 pandemic, we implemented cost saving measures to reduce operating expenses and discretionary capital expenditures. These measures included implementing temporary furloughs for one week during the second quarter for most personnel, reducing compensation for executives and our board of directors, and reducing non-critical discretionary spending. As is true of most businesses, the ultimate magnitude of the COVID-19 pandemic cannot be reasonably estimated at this time, but we do expect it to have a material adverse effect on our near-term results of operations.

While it is too early to predict the duration of the pandemic or the long term effects on our financial condition, results of operations, and liquidity, we use the best information available in developing significant estimates included in our financial statements. Actual results could differ from these estimates, and these differences resulting from changes in facts and circumstances could be material. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, business combinations, fair value measurements, post-retirement benefit plans, income taxes including deferred taxes, and contingencies. The condensed consolidated financial statements include the accounts of subsidiaries we control. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities over which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in “Equity income (loss) in unconsolidated investments, net” in the Consolidated Statements of Income.

We operate one operating and reportable segment, which primarily consists of our 63 television stations and two radio stations operating in 51 markets, offering high-quality television programming and digital content. Our reportable segment determination is based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker.

Accounting guidance adopted in 2020: In June 2016, the Financial Accounting Standards Board (FASB) issued new guidance related to the measurement of credit losses on financial instruments. The new guidance changed the way credit losses on accounts receivable are estimated. Under previous GAAP, credit losses on accounts receivable were recognized once it was probable that such losses will occur. Under the new guidance, we are required to estimate credit losses based on the expected amount of future collections which may result in earlier recognition of doubtful accounts. We adopted the new guidance on January 1, 2020 using a modified retrospective approach. Due to the short-term nature of our accounts receivable balance, there was no material change to our allowance for doubtful accounts as a result of adopting this new guidance.

In March 2019, the FASB issued new guidance related to the accounting for episodic television series. The most significant aspect of this new guidance that was applicable to us relates to the level at which our capitalized programming assets are monitored for impairment. Under the new guidance these assets are monitored at the film group level which is the lowest level at

10



which independently identifiable cash flows are identifiable. We adopted the new guidance prospectively on January 1, 2020. There was no material impact on our consolidated financial statements and related disclosures as of the adoption date.

Programming assets are recorded at the gross amount of the related liability when the programs are available for telecasting. The related assets are recorded at the lower of cost or estimated net realizable value. Expense is recognized on a straight line basis which appropriately matches the cost of the programs with the revenues associated with them. During the first six months of 2020 and 2019 we incurred programming expense of $36.0 million and $27.0 million and in the second quarter of 2020 and 2019, we incurred programming expense of $17.8 million and $13.5 million, respectively. Programming expense is included in the “Cost of revenues” line item of our Consolidated Statements of Income. As of June 30, 2020 $18.8 million of programming assets had been recorded which will be expensed within the next twelve months.

We evaluate the net realizable value of our program broadcasting contract assets when a triggering event occurs, such as a change in our intended usage, or sustained lower-than-expected ratings for the program. Impairment analyses are performed at the syndicated program level (across all stations that utilize the program). We determine the net realizable value based on a projection of the estimated revenues less projected direct costs associated with the syndicated program (which is classified as Level 3 in the fair value hierarchy). If the future direct costs exceed expected revenues, impairment of the program asset may be required. No impairment charges were recognized in 2020 or 2019.

New accounting guidance not yet adopted: In August 2018, the FASB issued new guidance that changed disclosures related to defined benefit pension and other postretirement benefit plans. The guidance removed disclosures that are no longer economically relevant, clarifies certain existing disclosure requirements and added some new disclosures. The most relevant elimination for us is the annual disclosure of the amount of gain/loss and prior service cost/credit amortization expected in the following year. Additions most relevant to us include annually disclosing narrative explanations of the drivers for significant changes in plan obligations or assets, and disclosure for cost of living adjustments for certain participants of our TEGNA retirement plan. We will include the new disclosures in our 2020 Annual Report on Form 10-K and will apply them on a retrospective basis.

There is currently no other pending accounting guidance that we expect to have a material impact on our consolidated financial statements or disclosures.

Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth, unemployment and demand for our products and services, including the impacts of the COVID-19 pandemic on these trends. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. As of June 30, 2020, our allowance for doubtful accounts was $8.8 million as compared to $3.7 million as of December 31, 2019.

Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue.

The primary sources of our revenues are: 1) advertising & marketing services revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on the stations’ websites and tablet and mobile products; 2) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 3) political advertising revenues, which are driven by even year election cycles at the local and national level (e.g. 2020, 2018) and particularly in the second half of those years; and 4) other services, such as production of programming and advertising material.

Revenue earned by these sources in the second quarter and first six months of 2020 and 2019 are shown below (amounts in thousands):
 
Quarter ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
Advertising & Marketing Services
$
229,083

 
$
289,569

 
$
524,236

 
$
553,971

Subscription
323,475

 
236,162

 
656,277

 
477,737

Political
17,544

 
3,229

 
64,931

 
5,933

Other
7,525

 
7,972

 
16,372

 
16,044

Total revenues
$
577,627

 
$
536,932

 
$
1,261,816

 
$
1,053,685



11



NOTE 2 – Acquisitions

During 2019, we acquired the television stations listed in the table below, and a summary of each acquisition follows:

Market
Station
Affiliation
Seller
Indianapolis, IN
WTHR
NBC
Dispatch Broadcast Group
Columbus, OH
WBNS
CBS
Dispatch Broadcast Group
Hartford-New Haven, CT
WTIC/WCCT
FOX/CW
Nexstar Media Group
Harrisburg-Lancaster-Lebanon-York, PA
WPMT
FOX
Nexstar Media Group
Memphis, TN
WATN/WLMT
ABC/CW
Nexstar Media Group
Wilkes Barre-Scranton, PA
WNEP
ABC
Nexstar Media Group
Des Moines-Ames, IA
WOI/KCWI
ABC/CW
Nexstar Media Group
Huntsville-Decatur-Florence, AL
WZDX
FOX
Nexstar Media Group
Davenport, IA and Rock Island-Moline, IL
WQAD
ABC
Nexstar Media Group
Ft. Smith-Fayetteville-Springdale-Rogers, AR
KFSM
CBS
Nexstar Media Group
Toledo, OH
WTOL
CBS
Gray Television
Midland-Odessa, TX
KWES
NBC
Gray Television


Nexstar Stations

On September 19, 2019, we completed our acquisition of 11 local television stations in eight markets, including eight Big Four affiliates, from Nexstar Media Group (the Nexstar Stations). These stations were divested by Nexstar Media Group in connection with its acquisition of Tribune Media Company. The purchase price for the Nexstar Stations was $769.9 million which included a base purchase price of $740.0 million and working capital of $29.9 million (approximately $0.8 million was paid in April 2020 after finalization of the working capital true-up with the seller).

Dispatch Stations

On August 8, 2019, we completed the acquisition of Dispatch Broadcast Group’s two top-rated television stations and two radio stations (the Dispatch Stations). The purchase price for the Dispatch Stations was $560.5 million which consisted of a base purchase price of $535.0 million and working capital and cash acquired of $25.5 million.

Justice and Quest Multicast Networks

On June 18, 2019, we completed the acquisition of the remaining approximately 85% interest that we did not previously own in the multicast networks Justice Network (recently rebranded as True Crime Network) and Quest from Cooper Media. Cash paid for this acquisition was $77.1 million (which included $4.6 million for working capital).
 
Gray Stations

On January 2, 2019, we completed our acquisition of WTOL and KWES from Gray Television, Inc. for $109.9 million in cash (which included $4.9 million for working capital paid at closing).


12



The following table summarizes the fair values of the assets acquired and liabilities assumed in connection with these acquisitions (in thousands):

 
 
Nexstar Stations
 
Dispatch Stations
 
Justice & Quest
 
Gray Stations
 
Total
 
 
 
 
 
 
 
 
 
 
 
Cash
 
$

 
$
2,363

 
$


$

 
$
2,363

Accounts receivable
 
34,680

 
26,344

 
8,501


5,553

 
75,078

Prepaid and other current assets
 
3,776

 
6,092

 
6,987


987

 
17,842

Property and equipment
 
45,186

 
40,418

 
361


11,757

 
97,722

Goodwill
 
128,191

 
202,274

 
23,567


19,405

 
373,437

FCC licenses
 
374,269

 
295,983

 


47,061

 
717,313

Network affiliation agreements
 
123,926

 
60,765

 

 
14,420

 
199,111

Retransmission agreements
 
68,316

 
33,107

 

 
12,198

 
113,621

Other intangible assets
 

 

 
52,553



 
52,553

Right-of-use assets for operating leases
 
22,715

 
362

 

 
251

 
23,328

Other noncurrent assets
 
237

 

 
5,253


18

 
5,508

     Total assets acquired
 
$
801,296

 
$
667,708

 
$
97,222

 
$
111,650

 
$
1,677,876

Accounts Payable
 
2,037

 
954

 
725


1

 
3,717

Accrued liabilities
 
8,544

 
9,011

 
4,236


1,494

 
23,285

Deferred income tax liability
 

 
97,044

 
(462
)
 

 
96,582

Operating lease liabilities - noncurrent
 
20,346

 
226

 

 
235

 
20,807

Other noncurrent liabilities
 
426

 

 
2,677



 
3,103

     Total liabilities assumed
 
$
31,353

 
$
107,235

 
$
7,176

 
$
1,730

 
$
147,494

     Net assets acquired
 
$
769,943

 
$
560,473

 
$
90,046

 
$
109,920

 
$
1,530,382

 
 
 
 
 
 
 
 
 
 
 
Less: cash acquired
 
$

 
$
(2,363
)
 
$

 
$

 
$
(2,363
)
Less: fair value of existing ownership
 

 

 
(12,995
)
 

 
(12,995
)
Cash paid for acquisitions
 
$
769,943

 
$
558,110

 
$
77,051

 
$
109,920

 
$
1,515,024

        
We accounted for the each of these acquisitions as business combinations, which requires us to record the assets acquired and liabilities assumed at fair value. The amount by which the purchase price exceeds the fair value of the net assets acquired is recorded as goodwill. The amounts recorded for assets and liabilities related to the Dispatch and Nexstar Stations presented above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Assets and liabilities related to the Gray Stations and Justice & Quest are the final amounts.

During 2020, we continued to analyze information related to the estimated fair values for certain tangible and intangible assets acquired, liabilities assumed and the amount of goodwill recognized for these acquisitions. As a result, the carrying amounts for certain assets and liabilities were updated. The most significant changes were to retransmission agreement intangible assets, which were reduced by $21.3 million and goodwill, the carrying amount increased by $18.1 million. As a result of these adjustments, we expect our amortization expense related to intangible assets during fiscal year 2020 to be appropriately $68.0 million.

The final determination of the fair values of certain Dispatch and Nexstar Station balances will be completed within the measurement period of up to one year from the acquisition date permitted under GAAP. The primary areas still being assessed are intangible asset valuation and income taxes.

13



NOTE 3 – Goodwill and other intangible assets
The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of June 30, 2020 and December 31, 2019 (in thousands):
 
June 30, 2020
 
Dec. 31, 2019
 
Gross
 
Accumulated Amortization
 
Gross
 
Accumulated Amortization
 
 
 
 
 
 
 
 
Goodwill
$
2,968,655

 
$

 
$
2,950,587

 
$

 
 
 
 
 
 
 
 
Indefinite-lived intangibles:
 
 
 
 
 
 
 
Television and radio station FCC broadcast licenses
2,104,167

 

 
2,090,732

 

Amortizable intangible assets:
 
 
 
 
 
 
 
Retransmission agreements
235,215

 
(121,544
)
 
256,533

 
(105,212
)
Network affiliation agreements
309,503

 
(60,444
)
 
309,496

 
(48,174
)
Other
70,610

 
(19,367
)
 
73,305

 
(15,066
)
Total indefinite-lived and amortizable intangible assets
$
2,719,495

 
$
(201,355
)
 
$
2,730,066

 
$
(168,452
)


Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements and brand names from our Justice & Quest acquisition, which are also amortized on a straight-line basis over their useful lives.

In the second quarter of 2020, we recognized a $2.1 million impairment charge in connection with eliminating the use of the Justice Network brand name and re-establishing the business under a new brand name. The impairment was recorded in the “Spectrum repacking reimbursements and other, net” line item of the Consolidated Statements of Income.

Interim impairment assessment

We review our goodwill and intangible assets for impairment at least annually and also when events or changes in circumstances occur that indicate the fair value may be below its carrying amount. As discussed in Note 2, during 2019 we acquired 15 television stations and as such, the indefinite-lived FCC licenses recently acquired have limited headroom as they were recorded at fair value upon acquisition. As a result of the negative effects we expect COVID-19 to have on our future AMS revenue and operating cash flows, we assessed whether it was more likely than not that our FCC licenses, including those that were recently acquired, were impaired.

In performing this assessment, we analyzed the significant inputs used in the fair value determination of the recently acquired FCC license assets. This included reviewing the impact of estimated changes in trends in market revenues and changes in the discount rate on the fair value of our licenses. Based on the analysis performed we concluded that none of our FCC licenses were more likely than not impaired as of June 30, 2020. However, a sustained economic decline resulting from COVID-19 could result in future non-cash impairment charges of our recently acquired FCC licenses, and any related impairment could have a material adverse impact on our results of operations.


NOTE 4 – Investments and other assets

Our investments and other assets consisted of the following as of June 30, 2020, and December 31, 2019 (in thousands):
 
June 30, 2020
 
Dec. 31, 2019
 
 
 
 
Cash value life insurance
$
51,797

 
$
52,462

Equity method investments
35,084

 
27,650

Other equity investments
28,124

 
32,383

Deferred debt issuance costs
11,180

 
10,921

Other long-term assets
21,846

 
21,853

Total
$
148,031

 
$
145,269



Cash value life insurance: We are the beneficiary of life insurance policies on the lives of certain employees/retirees, which are recorded at their cash surrender value as determined by the insurance carrier. These policies are utilized as a partial funding

14



source for deferred compensation and other non-qualified employee retirement plans. Gains and losses on these investments are included in “Other non-operating items, net” within our Consolidated Statement of Income and were not material for all periods presented.

Equity method investments: We hold equity method investments. Our largest equity method investment is our ownership in CareerBuilder, of which we own approximately 17% (or approximately 10% on a fully-diluted basis). In the first quarter of 2020, CareerBuilder sold its employment screening business; our portion on the pre-tax gain of the sale was $18.6 million, and is recorded within “Equity income (loss) in unconsolidated investments, net” on our Consolidated Statement of Income. Our investment balance was $15.8 million and $7.9 million as of June 30, 2020 and December 31, 2019, respectively.

Other equity investments: Represents investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence. These investments are recorded at cost less impairments, if any, plus or minus changes in observable prices for those investments. In the second quarter of 2020, we sold one of these investments for $4.3 million. This investment had previously been recorded at estimated fair value. No gains or losses were recorded on these investments in the first six months of 2020.

Deferred debt issuance costs: These costs consist of amounts paid to lenders related to our revolving credit facility. Debt issuance costs paid for our term debt and unsecured notes are accounted for as a reduction in the debt obligation.

NOTE 5 - Income taxes
We generally estimate our annual effective tax rate for the full year and apply that rate to net income before tax in
determining the provision for income taxes for interim periods. We record discrete items in each respective interim period as appropriate. However, for the three months ended March 31, 2020, we determined that the annual rate method would not provide for a reliable estimate due to volatility in the forecasting process as a result of the COVID-19 pandemic. As a result, we recorded the provision for income taxes for the three months ended March 31, 2020 using the actual effective rate plus discrete items for the three months ended March 31, 2020 (the “cut-off” method). We recorded the provision for income taxes for the six months ended June 30, 2020 using the annual rate method, consistent with our general practice.

In response to the COVID-19 pandemic, President Donald Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) on March 27, 2020. The CARES Act provides numerous tax provisions and other stimulus measures, including refundable payroll tax credits, deferral of employer social security payments, modifications to the net interest deduction limitations, expansions to the use and carryback of net operating losses, and a technical correction to the depreciation method applicable to qualified improvement property under the 2017 Tax Cuts and Jobs Act.  We will benefit from the technical correction for qualified improvement property which allows for an immediate deduction of any eligible leasehold improvements placed in service during 2018 and 2019. We will also benefit from the new depreciation method available for qualified improvement property which allows for an immediate retroactive deduction of certain eligible leasehold improvements previously placed in service. As a result, our 2020 tax payments are expected to be reduced by approximately $7 million. There is no change to our tax expense or our effective income tax rate since the changes are payment deferrals only. We will continue to monitor the impact of the CARES Act on our business as conditions change.
Due to guidance from the U.S. Department of the Treasury and the Internal Revenue Service, certain federal income tax payments due before July 15, 2020, were deferred to July 15, 2020. As a result, we made no federal income tax payments during the six months ended June 30, 2020. We estimate making federal income tax payments of $33 million in the third quarter.


15



NOTE 6 – Long-term debt
Our long-term debt is summarized below (in thousands):

June 30, 2020
 
Dec. 31, 2019
 
 
 
 
Unsecured floating rate term loan due quarterly through June 2020
$

 
$
20,000

Unsecured floating rate term loan due quarterly through September 20201
75,000

 
105,000

Unsecured notes bearing fixed rate interest at 5.125% due July 2020

 
310,000

Unsecured notes bearing fixed rate interest at 4.875% due September 2021
350,000

 
350,000

Unsecured notes bearing fixed rate interest at 6.375% due October 2023

 
650,000

Borrowings under revolving credit agreement expiring August 2024
835,000

 
903,000

Unsecured notes bearing fixed rate interest at 5.50% due September 2024
325,000

 
325,000

Unsecured notes bearing fixed rate interest at 7.75% due June 2027
200,000

 
200,000

Unsecured notes bearing fixed rate interest at 7.25% due September 2027
240,000

 
240,000

Unsecured notes bearing fixed rate interest at 4.625% due March 2028
1,000,000

 

Unsecured notes bearing fixed rate interest at 5.00% due September 2029
1,100,000

 
1,100,000

Total principal long-term debt
4,125,000

 
4,203,000

Debt issuance costs
(33,253
)
 
(26,873
)
Unamortized premiums and discounts, net
6,329

 
3,118

Total long-term debt
$
4,098,076

 
$
4,179,245

 
 
 
 
1 We have the intent and ability to refinance the principal payments due within the next 12 months on a long-term basis through our revolving credit facility. As such, all debt presented in the table above is classified as long-term on our June 30, 2020 Condensed Consolidated Balance Sheet.


On January 9, 2020, we completed a private placement offering of $1.0 billion aggregate principal amount of senior unsecured notes bearing an interest rate of 4.625% which are due in March 2028.

On February 11, 2020 we used the net proceeds from the $1.0 billion senior notes to repay the remaining $310.0 million of unsecured notes bearing fixed rate interest of 5.125%, which were due in July 2020 and $650.0 million of unsecured notes bearing fixed rate interest of 6.375%, which were due in October 2023. We incurred $13.8 million of early redemption fees in relation to the 2023 debt payoff. Additionally, we wrote off $7.9 million of unamortized financing fees and discounts related to the early payoff of the 2020 and 2023 notes. These charges were recorded in the other non-operating items, net line item of the Consolidated Statement of Income.

Given the unpredictability of market conditions during the pandemic, we amended our revolving credit facility on June 11, 2020 to extend the initial step-down of the maximum permitted total leverage ratio (from 5.50 to 1.00 to 5.25 to 1.00) until the fiscal quarter ending March 31, 2022, with additional step downs continuing thereafter. The maximum permitted total leverage ratios under our revolving credit facility are now as follows:

Period
Leverage Ratio
Fiscal quarter ending September 30, 2020 through and including fiscal quarter ending December 31, 2021
5.50 to 1.00
Fiscal quarter ending March 31, 2022
5.25 to 1.00
Fiscal quarter ending June 30, 2022
5.00 to 1.00
Fiscal quarter ending September 30, 2022
4.75 to 1.00
Thereafter
4.50 to 1.00



As of June 30, 2020, cash and cash equivalents totaled $173.1 million and we had unused borrowing capacity of $653.8 million under our $1.51 billion revolving credit facility (which expires August 2024). We were in compliance with all covenants, including the leverage ratio (our one financial covenant) contained in our debt agreements and revolving credit facility. We believe that we will remain compliant with all covenants for the foreseeable future.


16



NOTE 7 – Retirement plans

We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The disclosure table below includes the pension expenses of the TRP and the TEGNA Supplemental Retirement Plan (SERP). The total net pension obligations, including both current and non-current liabilities, as of June 30, 2020, were $124.9 million, of which $6.8 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance Sheet.

Pension costs, which primarily include costs for the qualified TRP and the non-qualified SERP, are presented in the following table (in thousands):
 
Quarter ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
Service cost-benefits earned during the period
$
2

 
$

 
$
4

 
$

Interest cost on benefit obligation
4,879

 
5,773

 
9,737

 
11,523

Expected return on plan assets
(7,779
)
 
(6,585
)
 
(15,529
)
 
(13,160
)
Amortization of prior service cost
87

 
20

 
45

 
45

Amortization of actuarial loss
1,481

 
1,541

 
3,081

 
3,041

Pension payment timing related charge

 
686

 

 
686

(Gains from) expense for company-sponsored retirement plans
$
(1,330
)
 
$
1,435

 
$
(2,662
)
 
$
2,135



Benefits no longer accrue for substantially all TRP and SERP participants as a result of amendments to the plans in the past years and as such we no longer incur a significant amount of the service cost component of pension expense. All other components of our pension expense presented above are included within the “Other non-operating items, net” line item of the Consolidated Statements of Income.

During the six months ended June 30, 2020 we made no cash contributions to the TRP, and made $0.9 million during the six months ended June 30, 2019. We made benefit payments to participants of the SERP of $3.2 million and $5.0 million, during six months ended June 30, 2020 and 2019, respectively. Based on actuarial projections and funding levels, we do not expect to make any cash payments to the TRP in 2020. We expect to make additional cash contributions of $2.7 million to our SERP participants in 2020.

17



NOTE 8 – Accumulated other comprehensive loss

The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax (in thousands):
 
Retirement Plans
 
Foreign Currency Translation
 
Total
Quarters Ended:
 
 
 
 
 
Balance at Mar. 31, 2020
$
(141,277
)
 
$
102

 
$
(141,175
)
Other comprehensive loss before reclassifications

 
(205
)
 
(205
)
Amounts reclassified from AOCL
1,201

 

 
1,201

Total other comprehensive income
1,201

 
(205
)
 
996

Balance at June 30, 2020
$
(140,076
)
 
$
(103
)
 
$
(140,179
)
 
 
 
 
 
 
Balance at Mar. 31, 2019
$
(135,824
)
 
$
392

 
$
(135,432
)
Other comprehensive loss before reclassifications

 
(353
)
 
(353
)
Amounts reclassified from AOCL
1,591

 

 
1,591

Total other comprehensive income
1,591

 
(353
)
 
1,238

Balance at June 30, 2019
$
(134,233
)
 
$
39

 
$
(134,194
)
 
 
 
 
 
 
 
Retirement Plans
 
Foreign Currency Translation
 
Total
Six Months Ended:
 
 
 
 
 
Balance at Dec. 31, 2019
$
(142,398
)
 
$
(199
)
 
$
(142,597
)
Other comprehensive income before reclassifications

 
96

 
96

Amounts reclassified from AOCL
2,322

 

 
2,322

Total other comprehensive income
2,322

 
96

 
2,418

Balance at June 30, 2020
$
(140,076
)
 
$
(103
)
 
$
(140,179
)
 
 
 
 
 
 
Balance at Dec. 31, 2018
$
(136,893
)
 
$
382

 
$
(136,511
)
Other comprehensive income before reclassifications

 
(343
)
 
(343
)
Amounts reclassified from AOCL
2,660

 

 
2,660

Total other comprehensive income
2,660

 
(343
)
 
2,317

Balance at June 30, 2019
$
(134,233
)
 
$
39

 
$
(134,194
)

Reclassifications from AOCL to the Consolidated Statements of Income are comprised of pension and other post-retirement components. Pension and other post retirement reclassifications are related to the amortization of prior service costs, and amortization of actuarial losses. Amounts reclassified out of AOCL are summarized below (in thousands):
 
Quarter ended June 30,
 
Six months ended June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
 
 
Amortization of prior service credit, net
$
(131
)
 
$
(115
)
 
$
(240
)
 
$
(240
)
 
Amortization of actuarial loss
1,735

 
1,552

 
3,342

 
3,102

 
Pension payment timing related charges

 
686

 

 
686

 
Total reclassifications, before tax
1,604

 
2,123

 
3,102

 
3,548

 
Income tax effect
(403
)
 
(532
)
 
(780
)
 
(888
)
 
Total reclassifications, net of tax
$
1,201

 
$
1,591

 
$
2,322

 
$
2,660

 



18



NOTE 9 – Earnings per share

Our earnings per share (basic and diluted) are presented below (in thousands, except per share amounts):
 
Quarter ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
Net Income
$
19,573

 
$
79,955

 
$
105,771

 
$
153,934

Accretion of redeemable noncontrolling interest (see Note 11)
(280
)
 

 
(373
)
 

Earnings available to common shareholders
$
19,293

 
$
79,955

 
$
105,398

 
$
153,934

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding - basic
219,128

 
217,089

 
218,703

 
216,900

Effect of dilutive securities:
 
 
 
 
 
 
 
Restricted stock units
25

 
476

 
153

 
327

Performance shares
273

 
315

 
286

 
286

Stock options

 
25

 
2

 
42

Weighted average number of common shares outstanding - diluted
219,426

 
217,905

 
219,144

 
217,555

 
 
 
 
 
 
 
 
Net income per share - basic
$
0.09

 
$
0.37

 
$
0.48

 
$
0.71

Net income per share - diluted
$
0.09

 
$
0.37

 
$
0.48

 
$
0.71


Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance shares.

NOTE 10 – Fair value measurement

We measure and record certain assets and liabilities at fair value in the accompanying condensed consolidated financial statements. U.S. GAAP establishes a hierarchy for those instruments measured at fair value that distinguishes between market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1 - Quoted market prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable; and

Level 3 - Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use.

In the second quarter of 2019 we recognized a $1.6 million gain on one of our investments due to an observable price increase, which represents a Level 2 input. This gain was recorded in the Other non-operating items, net line item in our Consolidated Statements of Income. No other gains or losses were recorded on these investments in the six months ended June 30, 2020 or 2019.

We additionally hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled $4.02 billion at June 30, 2020, and $4.32 billion at December 31, 2019.


19



NOTE 11 – Other matters

Litigation

In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station owners. We received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. On November 13 and December 13, 2018, DOJ and seven broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four other broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019. The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities from sharing certain confidential business information, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. We do not expect the costs of compliance to be material.

Since the national media reports, numerous putative class action lawsuits were filed against owners of television stations (the Advertising Cases) in different jurisdictions. Plaintiffs are a class consisting of all persons and entities in the United States who paid for all or a portion of advertisement time on local television provided by the defendants. The Advertising Cases assert antitrust and other claims and seek monetary damages, attorneys’ fees, costs and interest, as well as injunctions against the allegedly wrongful conduct.

These cases have been consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned Clay, Massey & Associates, P.C. v. Gray Television, Inc. et. al., filed on July 30, 2018. At the court’s direction, plaintiffs filed an amended complaint on April 3, 2019, that superseded the original complaints. Although we were named as a defendant in sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and four other broadcasters entered into consent decrees with the DOJ in June 2019, the plaintiffs sought leave from the court to further amend the complaint to add TEGNA and the other settling broadcasters to the proceeding. The court granted the plaintiffs’ motion, and the plaintiffs filed the second amended complaint on September 9, 2019. On October 8, 2019, the defendants jointly filed a motion to dismiss the matter. The motion to dismiss remains pending before the court. We deny any violation of law, believe that the claims asserted in the Advertising Cases are without merit, and intend to defend ourselves vigorously against them.

We, along with a number of our subsidiaries, also are defendants in other judicial and administrative proceedings involving matters incidental to our business. We do not believe that any material liability will be imposed as a result of any of the foregoing matters.

FCC Broadcast Spectrum Program

In April 2017, the FCC announced the completion of a voluntary incentive auction to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, along with a related “repacking” of the television spectrum for remaining television stations. None of our stations relinquished any spectrum rights as a result of the auction. Stations in eighteen of our markets (which include four of our recently acquired stations from 2019 and one station we acquired in 2020 after it had completed its repacking) were repacked to new channels. As of July 3, 2020 - the end of the last official phase of the FCC’s post-auction transition schedule - all of our repacked stations have moved to their new channels, with one station broadcasting on an interim antenna pending the completion of its main post-auction facility; all of our other repacked stations have completed construction on their permanent post-auction facilities.

The legislation authorizing the incentive auction and repacking established a $1.75 billion fund for reimbursement of costs incurred by stations required to change channels in the repacking. Subsequent legislation enacted on March 23, 2018, appropriated an additional $1 billion for the repacking fund, of which up to $750 million may be made available to repacked full power and Class A television stations and multichannel video programming distributors. Other funds are earmarked to assist affected low power television stations, television translator stations, and FM radio stations, as well for consumer education efforts.

A majority of our capital expenditures in connection with the repack occurred in 2018 and 2019. To date, we have incurred approximately $40.6 million in capital expenditures for the spectrum repack project (of which $4.9 million was paid during the first six months of 2020). We have received FCC reimbursements of approximately $34.1 million through June 30, 2020. The reimbursements were recorded as a contra operating expense within our “Spectrum repacking reimbursements and other, net” line item on our Consolidated Statement of Income and reported as an investing inflow on the Consolidated Statement of Cash Flows.
    

20



Related Party Transactions

We have an equity and debt investment in MadHive, Inc. (MadHive) which is a related party of TEGNA. In addition to our investment, we also have a commercial agreement with MadHive where they support our Premion business in acquiring and delivering over-the-top ad impressions. In the second quarter and first six months of 2020 and 2019, we incurred expenses of $13.7 million and $9.3 million, respectively, as a result of the commercial agreement with MadHive. As of June 30, 2020 and December 31, 2019 we had accounts payable and accrued liabilities associated with the commercial agreement of $4.2 million and $4.3 million, respectively.

Sale of minority ownership interest in Premion

On March 2, 2020, we sold a minority ownership interest in Premion, LLC (Premion) for $14.0 million to an affiliate of Gray Television (Gray). Gray is reselling Premion services across all of Gray’s 93 television markets. Our TEGNA stations and Gray will each have the right to independently sell Premion in markets where we both operate a local television station. The sale of spot television advertising is not part of this agreement, and Gray and our TEGNA stations will continue to sell spot advertising for our respective stations without any involvement from the other party.

In connection with acquiring a minority interest, Gray has the right to sell its interest to Premion if there is a change in control of TEGNA or if the commercial reselling agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.” On the date of sale, we recorded a $14.0 million redeemable noncontrolling interest on the Condensed Consolidated Balance Sheet in connection with Gray’s investment. When the redemption value or the carrying value (the acquisition date fair value adjusted for the noncontrolling interest’s share of net income (loss) and dividends) is less than the redemption value, we adjust the redeemable noncontrolling interest to equal the redemption value with changes recognized as an adjustment to retained earnings. Any such adjustment, when necessary, will be performed as of the applicable balance sheet date.


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

Company Overview

We are an innovative media company that serves the greater good of our communities. Our business includes 63 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. Each television station also has a robust digital presence across online, mobile and social platforms, reaching consumers whenever, wherever they are. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, email, social, and Over the Top (OTT) platforms, including Premion, our OTT advertising network.

We have one operating and reportable segment. The primary sources of our revenues are: 1) advertising & marketing services (AMS) revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on the stations’ websites and tablet and mobile products; 2) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 3) political advertising revenues, which are driven by even year election cycles at the local and national level (e.g. 2020, 2018) and particularly in the second half of those years; and 4) other services, such as production of programming and advertising material.


21



As illustrated in the table below, our business continues to evolve toward growing stable and profitable revenue streams. Our high margin subscription and political revenues account for approximately half of our total two-year revenue for the period ending June 30, 2020, and we expect it will account for a larger percentage on a rolling two-year cycle thereafter. In 2020, we expect our combined subscription and political revenues to be more than 50% of our total revenues.

 
Two Years Ending June 30,
 
 
 
2020
 
 
2019
 
 
 
 
 
 
 
 
 
Advertising & Marketing Services
48
%
 
 
53
%
 
 
Subscription
44
%
}
51%
40
%
}
46%
Political
7
%
6
%
Other
1
%
 
 
1
%
 
 
Total revenues
100
%
 
 
100
%
 
 

Over the past several years, we have transformed our company to become a pure-play broadcasting company, adding approximately 40 stations in attractive markets and divesting non-core assets. During 2019 alone, we completed four strategic acquisitions for a total purchase price of $1.5 billion which enhanced our geographic diversity and bolstered our portfolio of Big Four stations while positioning our company to take full advantage of emerging viewing trends. As a result of this strategic evolution, we have increased revenue and cash flow, reduced economic cyclicality, delivered value for shareholders, and continue to be well-positioned to benefit from additional industry consolidation.

Recent Developments from COVID-19

During the first quarter of 2020, a novel strain of coronavirus (COVID-19) believed to have been first identified in Wuhan, China, spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The federal and state governments in the United States responded by instituting a wide variety of mitigating control measures, including, mandatory quarantines, closures of non-essential businesses and all other places of social interaction, while implementing “shelter in place” orders and travel restrictions in an effort to slow the spread of the virus. Such mitigating measures began negatively impacting our advertising and marketing services (AMS) revenue stream in mid-March as demand for non-political advertising softened. This trend has continued in the second quarter of 2020 as such measures either remain largely in place or were being slowly relaxed as certain state and local governments have begun to implement multi-step policies towards re-opening and lifting the control measures. Demand improved for advertising during May and June as steps toward re-opening were implemented. However, some states which re-opened (particularly in the southern United States) also experienced increases in new COVID-19 cases late in the second quarter and early in the third quarter, forcing some to reinstate control measures and restrict public gatherings.

Despite a strong start to the year, the wide variety of measures began negatively impacting our AMS revenue stream in mid-March as demand for non-political advertising softened. As noted above, the relative percentage of subscription and political revenues has grown over recent years and we expect this trend to continue. Historically, these revenue streams have been influenced less than AMS when economic conditions change, a trend we expect to continue. While the contribution of subscription and political revenues are increasing, AMS revenue still accounts for a significant amount of our total revenue. The impacts to AMS revenues in the near-term have been material. For the second quarter, our AMS revenue was down 21% year-over-year. Advertising demand steadily improved over the second quarter.  The year-over-year decline for June AMS revenue, for example, was 20 percentage points better than the same comparison for April.

The duration of these trends and the magnitude of such impacts cannot be precisely estimated at this time, as they are affected by a number of factors (many of which are outside of management’s control), including those presented in Item 1A. “Risk Factors” of this Quarterly Report. Based on currently known information about COVID-19 trends and the governmental emphasis on re-opening the economy, we expect on a pro forma basis (assuming the businesses we acquired in mid-2019 were purchased on January 1, 2019), continued improvement in quarterly year-over-year comparisons for total revenues throughout the remainder of the fiscal year.

Our broadcast business has been designated an essential business, and therefore, our stations’ operations are continuing with new safeguards put in place to create a safe work environment for our employees. At most of our television stations, approximately 90-95 percent of the employees are working remotely. We have also adopted new measures based on current Centers for Disease Control guidelines to keep our employees safe and healthy. Measures include limiting the number of news and production employees in our stations to only those necessary to produce the newscasts, remote interviews, social distancing, and telework for all non-news personnel.

As a result of the near-term impact on non-political advertising demand caused by the COVID-19 pandemic, we implemented cost saving measures to reduce operating expenses and capital expenditures. These measures include

22



implementing temporary furloughs for one week during the second quarter for most personnel, reducing compensation for executives and our board of directors, and reducing non-critical discretionary spending. As is true of most businesses, the ultimate magnitude of the COVID-19 pandemic cannot be reasonably estimated at this time, but we do expect it to have a material adverse effect on our near-term results of operations.

We are experiencing a significant increase in ratings and audiences on all of our platforms, highlighting the crucial role our stations play by delivering important local journalism which builds trust and loyalty among our viewers. For example, TEGNA (and its portfolio of stations) has ascended into the top 50 digital properties (not just news) in terms of total audience in the U.S. according to Comscore’s report on Top 50 Multi-Platform Properties for June 2020.

The scope and nature of the COVID-19 impacts continue to evolve each day. For a discussion of mitigating measures being taken by management to navigate through these conditions as well as a discussion of key trends and uncertainties that have affected our business, see the sections that follow under the captions “Consolidated Results from Operations” and “Liquidity, Capital Resources and Cash Flows,” as well as within Part II, Item 1A “Risk Factors.”

Consolidated Results from Operations

The following discussion is a comparison of our consolidated results on a GAAP basis. The year-to-year comparison of financial results is not necessarily indicative of future results. In addition, see the section titled “Results from Operations - Non-GAAP Information” for additional tables presenting information which supplements our financial information provided on a GAAP basis.
During 2019, we acquired multiple local television stations and multicast networks. Specifically, we acquired the Gray stations (January 1, 2019), Justice (recently rebranded as True Crime Network) and Quest multicast networks (June 18, 2019), the Dispatch stations (August 8, 2019) and the Nexstar stations (September 9, 2019). See Note 2 to the condensed consolidated financial statements for further details. The Dispatch and Nexstar stations and multicast networks are collectively referred to as the “2019 Acquisitions” in the discussion that follows. The absence of the operating results from these 2019 Acquisitions for the periods prior to their acquisition in our financial statements impacts the year-to-year comparability of our consolidated operating results. The Gray stations do not impact the year-to-year comparability.


23



Our consolidated results of operations on a GAAP basis were as follows (in thousands, except per share amounts):
 
Quarter ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
Change
 
2020
 
2019
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
577,627

 
$
536,932

 
8
%
 
$
1,261,816

 
$
1,053,685

 
20
%
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 


 
 
 
 
 
 
Cost of revenues
355,367

 
285,293

 
25
%
 
724,735

 
566,604

 
28
%
Business units - Selling, general and administrative expenses
85,008

 
73,941

 
15
%
 
177,976

 
145,406

 
22
%
Corporate - General and administrative expenses
28,312

 
15,836

 
79
%
 
50,026

 
30,571

 
64
%
Depreciation
16,711

 
14,533

 
15
%
 
33,611

 
29,450

 
14
%
Amortization of intangible assets
17,248

 
8,823

 
95
%
 
33,464

 
17,512

 
91
%
Spectrum repacking reimbursements and other, net
(116
)
 
(4,306
)
 
(97
%)
 
(7,631
)
 
(11,319
)
 
(33
%)
Total operating expenses
$
502,530

 
$
394,120

 
28
%
 
$
1,012,181

 
$
778,224

 
30
%
 
 
 
 
 
 
 
 
 
 
 
 
Total operating income
$
75,097

 
$
142,812

 
(47
%)
 
$
249,635

 
$
275,461

 
(9
%)
 
 
 
 
 
 
 
 
 
 
 
 
Non-operating expenses
(48,917
)
 
(37,978
)
 
29
%
 
(116,132
)
 
(73,874
)
 
57
%
Provision for income taxes
6,607

 
24,879

 
(73
%)
 
27,732

 
47,653

 
(42
%)
Net income
19,573

 
79,955

 
(76
%)
 
105,771

 
153,934

 
(31
%)
Net loss attributable to redeemable noncontrolling interest
374

 

 
***

 
484

 

 
***

Net income attributable to TEGNA Inc.
$
19,947

 
$
79,955

 
(75
%)
 
$
106,255

 
$
153,934

 
(31
%)
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share - basic
$
0.09

 
$
0.37

 
(76
%)
 
$
0.48

 
$
0.71

 
(32
%)
Net income per share - diluted
$
0.09

 
$
0.37

 
(76
%)
 
$
0.48

 
$
0.71

 
(32
%)
 
 
 
 
 
 
 
 
*** Not meaningful
Revenues

Our AMS category includes all sources of our traditional television advertising and digital revenues including Premion and other digital advertising and marketing revenues across our platforms. Our Subscription revenue category includes revenue earned from cable and satellite providers for the right to carry our signals and the distribution of TEGNA stations on OTT streaming services.

Our revenues and operating results are subject to seasonal fluctuations. Generally, our second and fourth quarter revenues and operating results are stronger than those we report for the first and third quarter. This is driven by the second quarter reflecting increased spring seasonal advertising, while the fourth quarter typically includes increased advertising related to the holiday season. In addition, our revenue and operating results are subject to significant fluctuations across yearly periods resulting from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising for the local and national elections. Additionally, every four years, we typically experience even greater increases in political advertising in connection with the presidential election. The strong demand for advertising from political advertisers in these even years can result in the significant use of our available inventory (leading to a “crowd out” effect), which can diminish our AMS revenue in the even year of a two year election cycle, particularly in the fourth quarter of those years. In addition, in even years, our advertising revenue typically benefits from the Olympics which is carried on NBC, our largest network affiliation, although the summer Olympics originally scheduled for 2020 have been postponed to July 2021 due to the COVID-19 pandemic. To a lesser extent, the Super Bowl can influence our advertising results, the degree to which depending on which network broadcasts the event.

As noted above, while we expect the impacts of the COVID-19 pandemic to have a material adverse effect on non-political advertising placements and revenues while containment measures are in place and possibly longer, it is too early to tell with any kind of precision how or the extent to which future declines in non-political advertising revenues, particularly with respect to local AMS advertising, will impact our revenues and operating results in future quarters.


24



The following table summarizes the year-over-year changes in our revenue categories (in thousands):
 
Quarter ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
Change
 
2020
 
2019
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Advertising & Marketing Services
$
229,083

 
$
289,569

 
(21
%)
 
$
524,236

 
$
553,971

 
(5
%)
Subscription
323,475

 
236,162

 
37
%
 
656,277

 
477,737

 
37
%
Political
17,544

 
3,229

 
***

 
64,931

 
5,933

 
***

Other
7,525

 
7,972

 
(6
%)
 
16,372

 
16,044

 
2
%
Total revenues
$
577,627

 
$
536,932

 
8
%
 
$
1,261,816

 
$
1,053,685

 
20
%

Total revenues increased $40.7 million in the second quarter of 2020 compared to the same period in 2019. Our 2019 Acquisitions contributed total revenues of $89.0 million in the second quarter of 2020. Excluding the 2019 Acquisitions, total revenues decreased $48.3 million, primarily due to a $99.0 million decrease in AMS reflecting COVID-19 related reduced advertising demand. AMS revenue comparisons to the prior year within the second quarter did improve steadily as advertising demand began to recover. April experienced the most significant decline. May’s decline was better than April’s and June’s was better than May’s. The June AMS revenue comparison to the prior year was 20 percentage points better than April. This decrease was partially offset by an increase in subscription revenue of $38.9 million, primarily due to annual rate increases under existing and newly renegotiated retransmission agreements and $11.4 million in political advertising, reflecting increased spending on the upcoming elections.

In the first six months of 2020, revenues increased $208.1 million compared to the same period in 2019. Our 2019 Acquisitions contributed total revenues of $196.5 million in the first six months of 2020. Excluding the 2019 Acquisitions, total revenues increased $11.6 million, primarily due to an increase in subscription revenue of $80.0 million in the first six months of 2020 from annual rate increases under existing retransmission agreements and $50.6 million in political advertising, reflecting increased spending on the upcoming elections. This increase was partially offset by a decline in AMS revenue of $119.7 million primarily due to reduced advertising demand caused by COVID-19. These underlying revenues have sequentially improved since the most significant impact felt at the onset of the pandemic early in the second quarter.

Cost of Revenues

Cost of revenues increased $70.1 million in the second quarter of 2020 compared to the same period in 2019. Our 2019 Acquisitions added cost of revenues of $53.7 million in the second quarter of 2020. Excluding the 2019 Acquisitions, cost of revenues increased $16.4 million. The increase was primarily due to a $29.9 million increase in programming costs, due to the growth in subscription revenues (certain programming costs are linked to such revenues). Partially offsetting this increase was a reduction of $7.0 million of digital costs due to a decline in sales.

In the first six months of 2020, cost of revenues increased $158.1 million compared to the same period in 2019. Our 2019 Acquisitions added cost of revenues of $110.1 million in the first six months of 2020. Excluding the 2019 Acquisitions, cost of revenues increased $48.0 million. This increase was primarily due to a $57.4 million increase in programming costs, due to the growth in subscription revenues. Partially offsetting this increase was a reduction of $3.2 million of digital costs due to decline in sales.

Business Units - Selling, General and Administrative Expenses

Business unit selling, general and administrative (SG&A) expenses increased $11.1 million in the second quarter of 2020 compared to the same period in 2019. Our 2019 Acquisitions added business unit SG&A expenses of $11.7 million in the first quarter of 2020. Excluding the 2019 Acquisitions, SG&A expenses decreased $0.6 million primarily due to lower selling costs of $4.8 million. Partially offsetting this decrease was a $3.0 million increase in bad debt expense, due to future collection risk from certain customers driven by impacts from the COVID-19 pandemic.

In the first six months of 2020, business unit SG&A expenses increased $32.6 million compared to the same period in 2019. Our 2019 Acquisitions added business unit SG&A expenses of $25.2 million. Excluding the 2019 Acquisitions, SG&A expenses increased $7.3 million primarily due to increases to bad debt expense.

Corporate General and Administrative Expenses

Our corporate costs are separated from our business expenses and are recorded as general and administrative expenses in our Consolidated Statement of Income. This category primarily consists of broad corporate management functions including Legal, Human Resources, and Finance, as well as activities and costs not directly attributable to the operations of our media business.


25



Corporate general and administrative expenses increased $12.5 million in the second quarter of 2020 compared to the same period in 2019. The increase was primarily due to $15.4 million of final payments for successful activism defense. Partially offsetting this was a decrease of $5.2 million in acquisition-related costs (principally advisory fees) due to the reduction in acquisition activity in 2020.

In the first six months of 2020, corporate general and administrative expenses increased $19.5 million compared to the same period in 2019. The increase was primarily due to $23.1 million of final payments for successful activism defense and $4.6 million of M&A due diligence costs. Partially offsetting this was a decrease of $9.1 million in acquisition-related costs (principally advisory fees) due to the reduction in acquisition activity in 2020.

Depreciation Expense

Depreciation expense increased by $2.2 million in the second quarter of 2020 compared to the same period in 2019. Our 2019 Acquisitions added depreciation expense of $2.9 million. Excluding the impact of the 2019 Acquisitions, there was no material change in our depreciation expense.

In the first six months of 2020, depreciation expense increased $4.2 million compared to the same period in 2019. Our 2019 Acquisitions added depreciation expense of $5.6 million. Excluding the impact of the 2019 Acquisitions, there was no material change in our depreciation expense.

Amortization Expense

Amortization expense increased $8.4 million in the first quarter of 2020 compared to the same period in 2019. Our 2019 Acquisitions added amortization expense of $9.8 million. Excluding the impact of the 2019 Acquisitions, amortization expense decreased $1.4 million due to certain assets reaching the end of their assumed useful lives therefore becoming fully amortized.

In the first six months of 2020, amortization expense increased $16.0 million as compared to the same periods in 2019. Our 2019 Acquisitions added amortization expense of $18.5 million. Excluding the impact of the 2019 Acquisitions, amortization expense decreased $2.5 million due to certain assets reaching the end of their assumed useful lives.

Spectrum Repacking Reimbursements and Other, net

Spectrum repacking reimbursements and other net gains were $0.1 million in the second quarter of 2020 compared to gains of $4.3 million in the same period in 2019. The 2020 activity primarily consists of $2.3 million of reimbursements received from the Federal Communications Commission (FCC) for required spectrum repacking, partially offset by a $2.1 million impairment charge due to the retirement of a brand name. The 2019 gain consists of $4.3 million of reimbursements received from the FCC for required spectrum repacking.

In the first six months of 2020, we recognized net gains of $7.6 million, compared to $11.3 million recognized in the same period in 2019. The 2020 net gains primarily consist of $9.8 million of reimbursements received from the FCC for required spectrum repacking and partially offset by a $2.1 million impairment charge due to the retirement of a brand name. The 2019 gain primarily relates to $8.4 million of reimbursements received from the FCC for required spectrum repacking and a gain of $2.9 million as a result of the sale of certain real estate.

Operating Income

Our operating income decreased $67.7 million in the second quarter of 2020 compared to the same period in 2019. Results from our 2019 Acquisitions added operating income of $10.8 million in the second quarter of 2020. Excluding the 2019 Acquisitions, operating income decreased $78.5 million. The decrease was driven by the changes in revenue and expenses discussed above.

Our operating income decreased $25.8 million in the first six months of 2020 compared to the same period in 2019. Our 2019 Acquisitions added operating income of $37.1 million in the first six months of 2020. Excluding the 2019 Acquisitions, total operating income decreased $62.9 million in the first six months compared to the same period. The decrease was driven by the changes in revenue and expenses discussed above.

Non-Operating Expenses

Non-operating expenses increased $10.9 million in the second quarter of 2020 compared to the same period in 2019. This increase was partially due to the absence of a $7.3 million gain we recognized from the acquisition of Justice and Quest in 2019. In addition, interest expense increased by $5.6 million driven by higher average outstanding debt used to finance the 2019 Acquisitions partially offset by a lower average interest rate due to the refinancings undertaken in 2019 and 2020. Total average outstanding debt was $4.15 billion for the second quarter of 2020, compared to $2.91 billion in the same period of 2019. The weighted average interest rate on total outstanding debt was 4.84% for the second quarter of 2020, compared to 6.04% in the same period of 2019.

26



In the first six months of 2020, non-operating expenses increased $42.3 million compared to the same period in 2019. This increase was partially due to a $13.8 million call premium related to the repayment of our 2023 Senior Notes, acceleration of $7.9 million of previously deferred financing fees associated with the 2023 and 2020 Senior notes in the first quarter of 2020 due to their early repayment. In addition, the increase was driven by the absence of a $7.3 million gain we recognized from the acquisition of Justice and Quest in 2019 and $13.1 million of gains recognized in our equity income in unconsolidated investments as a result of the sale of two investments in 2019. Further, interest expense increased $16.1 million driven by higher average outstanding debt used to finance the 2019 Acquisitions partially offset by a lower average interest rate due to the refinancings undertaken in 2019 and 2020. The average debt outstanding was $4.17 billion for the first six months of 2020, compared to $2.93 billion in the same period of 2019. The weighted average interest rate on total outstanding debt was 5.04% for the first six months of 2020, compared to 6.05% in the same period of 2019. Partially offsetting the increase in non-operating expenses was equity income increase of $10.4 million from our CareerBuilder investment (which sold its employment screening business resulting in a pre-tax gain of $18.6 million being recognized by us).

Income Tax Expense

Income tax expense decreased $18.3 million in the second quarter of 2020 compared to the same period in 2019. Income tax expense decreased $19.9 million in the first six months of 2020 compared to the same period in 2019. The decreases were primarily due to decreases in net income before tax. Our effective income tax rate was 24.9% for the second quarter of 2020, compared to 23.7% for the second quarter of 2019. The tax rate for the second quarter of 2020 is higher than the comparable rate in 2019 primarily due to the impact of enacted state and local legislative changes. Our effective income tax rate was 20.7% for the first six months of 2020, compared to 23.6% for the same period in 2019. The tax rate for the first six months of 2020 is lower than the comparable amount in 2019 primarily due to the utilization of capital loss carryforwards in connection with certain disposition transactions and the release of the associated valuation allowance.

Net Income attributable to TEGNA Inc.

Net income attributable to TEGNA Inc. was $19.9 million, or $0.09 per diluted share, in the second quarter of 2020 compared to $80.0 million, or $0.37 per diluted share, during the same period in 2019. For the first six months of 2020, net income attributable to TEGNA Inc. was $106.3 million, or $0.48 per diluted share, compared to $153.9 million, or $0.71 per diluted share, for the same period in 2019. Both income and earnings per share were affected by the factors discussed above, most notably, the decline of AMS due to reduced advertising demand as a result of the COVID-19 pandemic.

The weighted average number of diluted common shares outstanding in the second quarter of 2020 and 2019 were 219.4 million and 217.9 million, respectively. The weighted average number of diluted shares outstanding in the first six months of 2020 and 2019 was 219.1 million and 217.6 million, respectively.

27



Results from Operations - Non-GAAP Information

Presentation of Non-GAAP information

We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, the related GAAP measures, nor should they be considered superior to the related GAAP measures, and should be read together with financial information presented on a GAAP basis. Also, our non-GAAP measures may not be comparable to similarly titled measures of other companies.

Management and our Board of Directors use the non-GAAP financial measures for purposes of evaluating company performance. Furthermore, the Leadership Development and Compensation Committee of our Board of Directors uses non-GAAP measures such as Adjusted EBITDA, non-GAAP net income, non-GAAP EPS and free cash flow to evaluate management’s performance. Therefore, we believe that each of the non-GAAP measures presented provides useful information to investors and other stakeholders by allowing them to view our business through the eyes of management and our Board of Directors, facilitating comparisons of results across historical periods and focus on the underlying ongoing operating performance of our business. We also believe these non-GAAP measures are frequently used by investors, securities analysts and other interested parties in their evaluation of our business and other companies in the broadcast industry.

We discuss in this Form 10-Q non-GAAP financial performance measures that exclude from our reported GAAP results the impact of “special items” consisting of spectrum repacking reimbursements and other, gains related to businesses we account for under the equity method, acquisition-related costs, advisory fees related to activism defense, M&A due diligence costs, severance costs, intangible asset impairment charges, certain non-operating expenses related to the early extinguishment of debt, and a TEGNA foundation donation. In addition, we have excluded certain income tax special items associated with deferred tax benefits related to partial capital loss valuation allowance release.

We believe that such expenses and gains are not indicative of normal, ongoing operations. While these items may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods as these items can vary significantly from period to period depending on specific underlying transactions or events that may occur. Therefore, while we may incur or recognize these types of expenses and gains in the future, we believe that removing these items for purposes of calculating the non-GAAP financial measures provides investors with a more focused presentation of our ongoing operating performance.

We discuss Adjusted EBITDA (with and without corporate expenses), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our businesses. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net loss attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity income (loss) in unconsolidated investments, net, (5) other non-operating items, net, (6) severance expense, (7) M&A due diligence costs, (8) acquisition-related costs, (9) advisory fees related to activism defense, (10) spectrum repacking reimbursements and other, net, (11) depreciation and (12) amortization. We believe these adjustments facilitate company-to-company operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, and the age and book appreciation of property/equipment (and related depreciation expense). The most directly comparable GAAP financial measure to Adjusted EBITDA is Net income attributable to TEGNA. Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. In particular, Adjusted EBITDA is not intended to be a measure of cash flow available for management’s discretionary expenditures, as this measure does not consider certain cash requirements, such as working capital needs, capital expenditures, contractual commitments, interest payments, tax payments and other debt service requirements.

We also discuss free cash flow, a non-GAAP performance measure that the Board of Directors uses to review the performance of the business. The most directly comparable GAAP financial measure to free cash flow is Net income attributable to TEGNA. Free cash flow is calculated as non-GAAP Adjusted EBITDA (as defined above), further adjusted by adding back (1) stock-based compensation, (2) non-cash 401(k) company match, (3) syndicated programming amortization, (4) pension reimbursements, (5) dividends received from equity method investments and (6) reimbursements from spectrum repacking. This is further adjusted by deducting payments made for (1) syndicated programming, (2) pension, (3) interest, (4) taxes (net of refunds) and (5) purchases of property and equipment. Like Adjusted EBITDA, free cash flow is not intended to be a measure of cash flow available for management’s discretionary use.


28



Discussion of Special Charges Affecting Reported Results

Our results included the following items we consider “special items” that while at times recurring, can vary significantly from period to period:

Quarter and six months ended June 30, 2020:

Spectrum repacking reimbursements and other, net consists of gains due to reimbursements from the FCC for required spectrum repacking, partially offset by an intangible asset impairment charge due to the retirement of a brand name;
Advisory fees related to activism defense;
M&A due diligence costs we incurred to assist prospective buyers of our company with their due diligence;
A gain recognized in our equity income in unconsolidated investments, related to our share of CareerBuilder’s gain on the sale of its employment screening business;
Other non-operating items primarily related to costs incurred in connection with the early extinguishment of debt; and
Deferred tax benefits related to partial capital loss valuation allowance release.

Quarter and six months ended June 30, 2019:

Severance expense which included payroll and related benefit costs at our stations and corporate headquarters;
Acquisition-related costs associated with business acquisitions;
Spectrum repacking reimbursements and other, net consisting of a gain recognized on the sale of real estate and gains due to reimbursements from the FCC for required spectrum repacking;
Gains recognized in our equity income in unconsolidated investments as a result of the sale of two investments; and
Other non-operating items primarily relates to a gain for the remeasurement of our previously held ownership in Justice Network and Quest to fair value, and a charitable donation made to the TEGNA Foundation.









































29



Reconciliations of certain line items impacted by special items to the most directly comparable financial measure calculated and presented in accordance with GAAP on our Consolidated Statements of Income follow (in thousands, except per share amounts):
 
 
 
 
Special Items
 
 
 
 
 
 
 
 
Quarter ended June 30, 2020
 
GAAP
measure
 
Advisory fees related to activism defense
 
Spectrum repacking reimbursements and other
 
Gain on equity method investment
 
Non-GAAP measure
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate - General and administrative expenses
 
$
28,312

 
$
(15,448
)
 
$

 
$

 
$
12,864

 


 
 
 


Spectrum repacking reimbursements and other, net
 
(116
)
 

 
116

 

 

 


 
 
 


Operating expenses
 
502,530

 
(15,448
)
 
116

 

 
487,198

 


 


 


Operating income
 
75,097

 
15,448

 
(116
)
 

 
90,429

 


 


 


Equity income (loss) in unconsolidated investments, net
 
1,921

 

 

 
(6,514
)
 
(4,593
)
 


 
 
 


Total non-operating expenses
 
(48,917
)
 

 

 
(6,514
)
 
(55,431
)
 


 


 


Income before income taxes
 
26,180

 
15,448

 
(116
)
 
(6,514
)
 
34,998

 


 


 


Provision for income taxes
 
6,607

 
3,882

 
(27
)
 
(1,637
)
 
8,825

 


 
 
 


Net income attributable to TEGNA Inc.
 
19,947

 
11,566

 
(89
)
 
(4,877
)
 
26,547

 


 


 


Net income per share-diluted
 
$
0.09

 
$
0.05

 
$

 
$
(0.02
)
 
$
0.12

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Special Items
 
 
 
 
 
 
Quarter ended June 30, 2019
 
GAAP
measure
 
Severance expense
 
Acquisition-related costs
 
Spectrum repacking reimbursements and other
 
Other non-operating item
 
Non-GAAP measure
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues
 
$
285,293

 
$
(875
)
 
$

 
$

 
$

 
$
284,418

 
 
 
 
Business units - Selling, general and administrative expenses
 
73,941

 
(376
)
 

 

 

 
73,565

 
 
 
 
Corporate - General and administrative expenses
 
15,836

 
(201
)
 
(5,208
)
 

 

 
10,427

 
 
 
 
Spectrum repacking reimbursements and other, net
 
(4,306
)
 

 

 
4,306

 

 

 
 
 
 
Operating expenses
 
394,120

 
(1,452
)
 
(5,208
)
 
4,306

 

 
391,766

 
 
 
 
Operating income
 
142,812

 
1,452

 
5,208

 
(4,306
)
 

 
145,166

 
 
 
 
Equity (loss) in unconsolidated investments, net
 
(615
)
 

 

 

 

 
(615
)
 
 
 
 
Other non-operating items, net
 
8,964

 

 

 

 
(7,285
)
 
1,679

 
 
 
 
Total non-operating expenses
 
(37,978
)
 

 

 

 
(7,285
)
 
(45,263
)
 
 
 
 
Income before income taxes
 
104,834

 
1,452

 
5,208

 
(4,306
)
 
(7,285
)
 
99,903

 
 
 
 
Provision for income taxes
 
24,879

 
359

 
1,062

 
(1,089
)
 
(1,824
)
 
23,387

 
 
 
 
Net income attributable to TEGNA Inc.
 
79,955

 
1,093

 
4,146

 
(3,217
)
 
(5,461
)
 
76,516

 
 
 
 
Net income per share-diluted
 
$
0.37

 
$
0.01

 
$
0.02

 
$
(0.02
)
 
$
(0.03
)
 
$
0.35

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

30



 
 
 
 
Special Items
 
 
Six months ended June 30, 2020
 
GAAP
measure
 
M&A due diligence costs
 
Advisory fees related to activism defense
 
Spectrum repacking reimbursements and other
 
Gains on equity method investment
 
Other non-operating items
 
Special tax benefits
 
Non-GAAP measure
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate - General and administrative expenses
 
$
50,026

 
$
(4,588
)
 
$
(23,087
)
 
$

 
$

 
$

 
$

 
$
22,351

Spectrum repacking reimbursements and other, net
 
(7,631
)
 

 

 
7,631

 

 

 

 

Operating expenses
 
1,012,181

 
(4,588
)
 
(23,087
)
 
7,631

 

 

 

 
992,137

Operating income
 
249,635

 
4,588

 
23,087

 
(7,631
)
 

 

 

 
269,679

Equity income (loss) in unconsolidated investments, net
 
10,936

 

 

 

 
(18,585
)
 

 

 
(7,649
)
Other non-operating items, net
 
(18,231
)
 

 

 

 

 
21,744

 

 
3,513

Total non-operating expenses
 
(116,132
)
 

 

 

 
(18,585
)
 
21,744

 

 
(112,973
)
Income before income taxes
 
133,503

 
4,588

 
23,087

 
(7,631
)
 
(18,585
)
 
21,744

 

 
156,706

Provision for income taxes
 
27,732

 
1,151

 
5,801

 
(2,017
)
 
(4,670
)
 
5,463

 
3,944

 
37,404

Net income attributable to TEGNA Inc.
 
106,255

 
3,437

 
17,286

 
(5,614
)
 
(13,915
)
 
16,281

 
(3,944
)
 
119,786

Net income per share-diluted
 
$
0.48

 
$
0.02

 
$
0.08

 
$
(0.03
)
 
$
(0.06
)
 
$
0.07

 
$
(0.02
)
 
$
0.54

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Special Items
 
 
 
 
Six months ended June 30, 2019
 
GAAP
measure
 
Severance expense
 
Acquisition-related costs
 
Spectrum repacking reimbursements and other
 
Gain on equity method investment
 
Other non-operating items
 
Non-GAAP measure
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues
 
$
566,604

 
$
(875
)
 
$

 
$

 
$

 
$

 
$
565,729

 
 
Business units - Selling, general and administrative expenses
 
145,406

 
(376
)
 

 

 

 

 
145,030

 
 
Corporate - General and administrative expenses
 
30,571

 
(201
)
 
(9,119
)
 

 

 

 
21,251

 
 
Spectrum repacking reimbursements and other, net
 
(11,319
)
 

 

 
11,319

 

 

 

 
 
Operating expenses
 
778,224

 
(1,452
)
 
(9,119
)
 
11,319

 

 

 
778,972

 


Operating income
 
275,461

 
1,452

 
9,119

 
(11,319
)
 

 

 
274,713

 


Equity income (loss) in unconsolidated investments, net
 
11,413

 

 

 

 
(13,126
)
 

 
(1,713
)
 
 
Other non-operating items, net
 
7,425

 

 

 

 

 
(6,285
)
 
1,140

 
 
Total non-operating expense
 
(73,874
)
 

 

 

 
(13,126
)
 
(6,285
)
 
(93,285
)
 


Income before income taxes
 
201,587

 
1,452

 
9,119

 
(11,319
)
 
(13,126
)
 
(6,285
)
 
181,428

 


Provision for income taxes
 
47,653

 
359

 
2,042

 
(2,847
)
 
(3,169
)
 
(1,574
)
 
42,464

 
 
Net income attributable to TEGNA Inc.
 
153,934

 
1,093

 
7,077

 
(8,472
)
 
(9,957
)
 
(4,711
)
 
138,964

 


Net income per share-diluted
 
$
0.71

 
$
0.01

 
$
0.03

 
$
(0.04
)
 
$
(0.05
)
 
$
(0.02
)
 
$
0.64

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

31



Adjusted EBITDA - Non-GAAP

Reconciliations of Adjusted EBITDA to net income presented in accordance with GAAP on our Consolidated Statements of Income are presented below (in thousands):
 
Quarter ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
Change
 
2020
 
2019
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TEGNA Inc. (GAAP basis)
$
19,947

 
$
79,955

 
(75
%)
 
$
106,255

 
$
153,934

 
(31
%)
Less: Net loss attributable to redeemable noncontrolling interest
(374
)
 

 
***

 
(484
)
 

 
***

Plus: Provision for income taxes
6,607

 
24,879

 
(73
%)
 
27,732

 
47,653

 
(42
%)
Plus: Interest expense
51,877

 
46,327

 
12
%
 
108,837

 
92,712

 
17
%
(Less) Plus: Equity (income) loss in unconsolidated investments, net
(1,921
)
 
615

 
***

 
(10,936
)
 
(11,413
)
 
(4
%)
Plus: Other non-operating items, net
(1,039
)
 
(8,964
)
 
(88
%)
 
18,231

 
(7,425
)
 
***

Operating income (GAAP basis)
75,097

 
142,812

 
(47
%)
 
249,635

 
275,461

 
(9
%)
Plus: Severance expense

 
1,452

 
***

 

 
1,452

 
***

Plus: M&A due diligence costs

 

 
***

 
4,588

 

 
***

Plus: Acquisition-related costs

 
5,208

 
***

 

 
9,119

 
***

Plus: Advisory fees related to activism defense
15,448

 

 
***

 
23,087

 

 
***

Less: Spectrum repacking reimbursements and other, net
(116
)
 
(4,306
)
 
(97
%)
 
(7,631
)
 
(11,319
)
 
(33
%)
Adjusted operating income (non-GAAP basis)
90,429

 
145,166

 
(38
%)
 
269,679

 
274,713

 
(2
%)
Plus: Depreciation
16,711

 
14,533

 
15
%
 
33,611

 
29,450

 
14
%
Plus: Amortization of intangible assets
17,248

 
8,823

 
95
%
 
33,464

 
17,512

 
91
%
Adjusted EBITDA (non-GAAP basis)
124,388

 
168,522

 
(26
%)
 
336,754

 
321,675

 
5
%
Corporate - General and administrative expense (non-GAAP basis)
12,864

 
10,427

 
23
%
 
22,351

 
21,251

 
5
%
Adjusted EBITDA, excluding Corporate (non-GAAP basis)
$
137,252

 
$
178,949

 
(23
%)
 
$
359,105

 
$
342,926

 
5
%
 
 
 
 
 
 
 
 
 
 
 
 
*** Not meaningful
 
 
 
 
 
 
 
 
 
 
 

In the second quarter of 2020 Adjusted EBITDA margin was 24% without corporate expense or 22% with corporate expense, compared to second quarter of 2019 Adjusted EBITDA margin of 33% without corporate expense or 31% with corporate expense. For the six months ended June 30, 2020, Adjusted EBITDA margin was 28% without corporate expense or 27% with corporate expense, compared to six months ended June 30, 2019 Adjusted EBITDA of 33% without corporate expense or 31% with corporate expense. The decreases in Adjusted EBITDA margins are primarily driven by the declines in AMS revenue due to reduced advertising demand as a result of the COVID-19 pandemic.

Our total Adjusted EBITDA decreased $44.1 million in the second quarter of 2020 compared to 2019. Our 2019 Acquisitions added Adjusted EBITDA of $23.6 million. Excluding the 2019 Acquisitions, Adjusted EBITDA was lower by $67.7 million. This decrease was primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the decline of AMS revenue.
 
For the first six months of 2020, Adjusted EBITDA increased $15.1 million primarily due to the same factors affecting the second quarter. Our 2019 Acquisitions added Adjusted EBITDA of $61.2 million. Excluding 2019 Acquisitions, Adjusted EBITDA was lower by $46.1 million. This decrease was primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the decline of AMS revenue.

32



Free Cash Flow Reconciliation

Our free cash flow, a non-GAAP performance measure, was $238.3 million in the first half of 2020 compared to $160.7 million for the same period in 2019.

Reconciliations from “Net income” to “Free cash flow” follow (in thousands):
 
Six months ended June 30,
 
2020
 
2019
 
Change
 
 
 
 
 
 
Net income attributable to TEGNA Inc. (GAAP basis)
$
106,255

 
$
153,934

 
(31
%)
Plus: Provision for income taxes
27,732

 
47,653

 
(42
%)
Plus: Interest expense
108,837

 
92,712

 
17
%
Plus: M&A due diligence costs
4,588

 

 
***

Plus: Acquisition-related costs

 
9,119

 
***

Plus: Depreciation
33,611

 
29,450

 
14
%
Plus: Amortization
33,464

 
17,512

 
91
%
Plus: Stock-based compensation
7,568

 
9,442

 
(20
%)
Plus: Company stock 401(k) contribution
8,566

 
3,244

 
***

Plus: Syndicated programming amortization
35,971

 
26,994

 
33
%
Plus: Severance expense

 
1,452

 
***

Plus: Advisory fees related to activism defense
23,087

 

 
***

Plus: Cash dividend from equity investments for return on capital
3,566

 

 
***

Plus: Cash reimbursements from spectrum repacking
9,768

 
8,439

 
16
%
Plus: Other non-operating items, net
18,231

 
(7,425
)
 
***

Less: Net loss attributable to redeemable noncontrolling interest
(484
)
 

 
***

Less: Income tax (payments) receipts, net of refunds
(465
)
 
(55,785
)
 
(99
%)
Less: Spectrum repacking reimbursements and other, net
(7,631
)
 
(11,319
)
 
(33
%)
Less: Equity income in unconsolidated investments, net
(10,936
)
 
(11,413
)
 
(4
%)
Less: Syndicated programming payments
(35,831
)
 
(23,722
)
 
51
%
Less: Pension contributions
(3,250
)
 
(5,947
)
 
(45
%)
Less: Interest payments
(100,074
)
 
(85,961
)
 
16
%
Less: Purchases of property and equipment
(24,308
)
 
(37,684
)
 
(35
%)
Free cash flow (non-GAAP basis)
$
238,265

 
$
160,695

 
48
%
 
 
 
 
 
 
*** Not meaningful
 
 
 
 
 

Liquidity, Capital Resources and Cash Flows

Our operations have historically generated strong positive cash flow which, along with availability under our existing revolving credit facility and cash and cash equivalents on hand, have been sufficient to fund our capital expenditures, interest expense, dividends, investments in strategic initiatives (including acquisitions) and other operating requirements.

The COVID-19 pandemic has recently had far-reaching material adverse impacts on many aspects of our operations, directly and indirectly, including our employees, consumer behavior, distribution of our content, our vendors, and the overall market. The full impact of the COVID-19 pandemic, particularly with regard to the broader advertising industry, remains uncertain and is evolving. In light of the uncertain and evolving situation relating to the COVID-19 pandemic, we have taken a number of precautionary measures to mitigate the financial impact of the pandemic, and minimize the resultant risks to our company, employees, our shareholders, customers, and the communities in which we serve. Such steps include the following:

Halted the discretionary repayment of short-term borrowings resulting in the build up our cash balance to approximately $179.4 million as of July 31, 2020;
Amended our revolving credit facility on June 11, 2020 to extend the initial step-down of the maximum permitted total leverage ratio by 15 months. Under the amendment our total leverage ratio will remain at 5.5x until the fiscal quarter ending March 31, 2022;
Implemented temporary company-wide one-week furlough program of our workforce during the second quarter of 2020;

33



Announced temporary pay reductions of 8% for certain key newsroom personnel, 20% for general managers and corporate senior vice presidents, and 25% for our CEO and Board of Directors in lieu of the one week furlough;
Reduced and/or deferred capital expenditures and non-critical operating expenses; and
Implemented travel bans and restrictions.

Further, in response to COVID-19, President Donald Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) on March 27, 2020. The CARES Act provides numerous tax provisions and other stimulus measures. We believe we will benefit from the CARES Act as a result of lower 2020 tax payments of approximately $7 million from the provisions that allow for (1) immediate deduction of any eligible leasehold improvements placed in service during 2018 and 2019, and (2) temporary relaxation of net interest deduction limitations which will allow us to immediately deduct 2019 interest expense that would other otherwise have been disallowed and carried forward to future periods. We also elected to defer the employer portion of the social security payroll tax (6.2%) as outlined within the CARES Act. The deferral is effective from March 27, 2020 through December 31, 2020. We estimate the cash flow benefit of this to be approximately $20 million in 2020. The deferred amount will be paid in two installments and the amount will be considered timely paid if 50% of the deferred amount is paid by December 31, 2021 and the remainder by December 31, 2022.

As of June 30, 2020, we were in compliance with all covenants contained in our debt agreements and credit facility and our leverage ratio, calculated in accordance with our revolving credit agreement and term loan agreements, was 4.7x, well below the permitted leverage ratio of less than 5.5x. The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the agreement) for the trailing eight quarters. While we do expect the cash flow we generate to decline in the third quarter on account of the pandemic containment measures in place, we believe that we will remain compliant with all covenants for the foreseeable future.

We often present a different leverage ratio in our investor communications than the one required to be computed by our revolving covenant agreement. The ratio disclosed in our investor communications, which is regularly reviewed by our management and our board of directors, was 4.8x as of June 30, 2020. The primary difference between this computation and the leverage ratio calculated in accordance with our revolving credit agreement is the definition of adjusted EBITDA in the revolving credit agreement version requires additional adjustments to add back non-cash compensation and contractual synergy benefits during periods in the trailing eight quarters that preceded the acquisition.

On September 13, 2019, we completed a private placement offering of $1.1 billion aggregate principal amount of unsecured notes bearing an interest rate of 5.00% which are due in September 2029. The proceeds from this note offering were used to finance a portion of the acquisition of the Nexstar Stations, and along with borrowing under the revolving credit facility, were used to repay the remaining $320 million of notes bearing fixed rate interest at 5.125% which had become due in October 2019. Additionally we early repaid $290 million of our $600 million unsecured notes bearing fixed interest at 5.125% which are due in July 2020.

On January 9, 2020 we completed a private placement offering of $1.0 billion senior notes bearing an interest rate of 4.625% which are due in March 2028. These senior notes, as well as those issued in September 2019, include customary market covenants and call provisions consistent with our past issuances. On February 11, 2020 we used the net proceeds to repay the remaining $310 million principal amount of our 5.125% Senior Notes due 2020, the $650 million principal amount of our 6.375% Senior Notes due 2023, a $13.8 million call premium on our 6.375% Senior Notes due 2023 and borrowings under our revolving credit facility.

As of June 30, 2020, our total debt was $4.1 billion, cash and cash equivalents totaled $173.1 million, and we had unused borrowing capacity of $653.8 million under our revolving credit facility. As of June 30, 2020, approximately $3.22 billion, or 78%, of our debt has a fixed interest rate. Excluding our ability to repay funds with the revolving credit facility, we have minimal near-term contractual debt maturities due, with $75 million remaining in 2020, and then no maturities due until September 2021 of $350 million.

Our financial and operating performance, as well as our ability to generate sufficient cash flow to maintain compliance with credit facility covenants, are subject to certain risk factors; see Item 1A. “Risk Factors” in this Report as well as our 2019 Annual Report on Form 10-K for further discussion. We expect our existing cash and cash equivalents, cash flow from our operations, and borrowing capacity under the revolving credit facility will be more than sufficient to satisfy our debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.


34



Cash Flows

The following table provides a summary of our cash flow information followed by a discussion of the key elements of our cash flow (in thousands):
 
Six months ended June 30,
 
2020
 
2019
 
 
 
 
Balance of cash and cash equivalents beginning of the period
$
29,404

 
$
135,862

 
 
 
 
Operating activities:
 
 
 
    Net income
105,771

 
153,934

    Depreciation, amortization and other non-cash adjustments
72,273

 
36,510

    Pension contributions, net of expense
(5,885
)
 
(3,812
)
    Decrease (increase) in trade receivables
91,246

 
(20,091
)
    Increase (decrease) in interest and taxes payable
32,056

 
(6,910
)
    Other, net
18,081

 
(42,780
)
Cash flow from operating activities
313,542

 
116,851

 
 
 
 
Investing activities:
 
 
 
Payments for acquisitions of businesses and other assets, net of cash acquired
(15,841
)
 
(185,926
)
All other investing activities
(5,216
)
 
(11,779
)
Cash flow used for investing activities
(21,057
)
 
(197,705
)
 
 
 
 
Cash flow used for financing activities
(148,819
)
 
(25,740
)
Increase (decrease) in cash and cash equivalents
143,666

 
(106,594
)
 
 
 
 
Balance of cash and cash equivalents end of the period
$
173,070

 
$
29,268


Operating Activities - Cash flow from operating activities was $313.5 million for the six months ended June 30, 2020, compared to $116.9 million for the same period in 2019. This was driven by the $59.0 million increase in political revenue in 2020. As political advertisements are paid upfront, they provide an immediate benefit to operating cash flow as compared to non-political advertising which is billed and collected in arrears after the advertisement has been delivered. Also contributing to the increase was a decrease in tax payments of $55.3 million due to guidance from U.S. Department of the Treasury and the Internal Revenue Service allowing for the deferral of federal income tax payments to July 15, 2020, which would have otherwise been paid in the second quarter (see Note 5 condensed consolidated financial statements). The 2019 Acquisitions and higher subscription revenue also contributed to the increase.

Investing Activities - Cash flow used for investing activities was $21.1 million for the six months ended June 30, 2020, compared to $197.7 million for the same period in 2019. The decrease was primarily due to $15.8 million being spent on acquisitions in 2020 as compared to cash used in the acquisition of the Gray Stations and Justice and Quest multicast networks for $185.9 million in the first six months of 2019.

Financing Activities - Cash flow used for financing activities was $148.8 million for the six months ended June 30, 2020, compared to $25.7 million for the same period in 2019. The change was primarily due to debt activity in 2020. Specifically, in 2020 we issued $1.0 billion of unsecured notes, the proceeds of which were used to early redeem $650.0 million of unsecured notes due in October 2023 and $310.0 million due in July 2020. In addition, we incurred fees of $29.9 million related to the debt issuance, early redemption fees and an amendment of the revolving credit facility. We also paid down $68.0 million on our revolving credit facility early in the first six months of 2020 as compared to borrowing $55.0 million in the first six months of 2019.
Fiscal Year 2020 Outlook

On April 20, 2020, due to the level of uncertainty at the beginning of the COVID-19 pandemic, we suspended our full year 2020 guidance and 2021 preliminary outlook. While the full impact of the COVID-19 pandemic, particularly with regard to the

35



broader advertising industry, remains uncertain, on August 10, 2020, we provided a full year 2020 outlook on a few key financial metrics which are summarized below:

Political advertising revenue outlook of at least $370 million;
Subscription revenue growth of up mid-twenties percentage-wise;
Capital expenditures $45 - $50 million (which includes non-recurring capital expenditures of $20 - $24 million);
Interest expense in the range of $210 - $215 million;
Net leverage ratio of 4.5x or less by year end; and
Effective tax rate in the range of 23.5% to 24.5%.
Certain Factors Affecting Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q contain forward-looking statements regarding business strategies, market potential, future financial performance and other matters, which include, but are not limited to the adverse impacts caused by the COVID-19 pandemic and its effect on our revenues, particularly our non-political advertising revenues. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and similar expressions, among others, generally identify “forward-looking statements”. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated in the forward-looking statements, including those described within Part II, Item 1A “Risk Factors” in this current report, as well as under Item 1A. “Risk Factors” in our 2019 Annual Report on Form 10-K.

Our actual financial results may be different from those projected due to the inherent nature of projections. Given these uncertainties, forward-looking statements should not be relied on in making investment decisions. The forward-looking statements contained in this Form 10-Q speak only as of the date of its filing. Except where required by applicable law, we expressly disclaim a duty to provide updates to forward-looking statements after the date of this Form 10-Q to reflect subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this Form 10-Q are intended to be subject to the safe harbor protection provided by the federal securities laws.
Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, refer to the following section of our 2019 Annual Report on Form 10-K: “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.” Our exposures to market risk have not changed materially since December 31, 2019.

As of June 30, 2020, approximately $3.22 billion of our debt has a fixed interest rate (which represents approximately 78% of our total principal debt obligation). Our remaining debt obligation of $910 million has floating interest rates. These obligations fluctuate with market interest rates. By way of comparison, a 50 basis points increase or decrease in the average interest rate for these obligations would result in a change in annual interest expense of approximately $4.5 million. The fair value of our total debt, based on bid and ask quotes for the related debt, totaled $4.02 billion as of June 30, 2020 and $4.32 billion as of December 31, 2019.

Item 4. Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of June 30, 2020. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective, as of June 30, 2020, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There have been no material changes in our internal controls or in other factors during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


36



PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 11 to the condensed consolidated financial statements for information regarding our legal proceedings.

Item 1A. Risk Factors

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. “Item 1A. Risk Factors” of our 2019 Annual Report on Form 10-K describes the risks and uncertainties that we believe may have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. The information below represents a new risk factor related to the adverse impacts from the COVID-19 pandemic.

The COVID-19 pandemic could continue to materially adversely affect our financial condition, results of operations and cash flows
During the first quarter of 2020, a novel strain of coronavirus (COVID-19) believed to have been first identified in Wuhan, China, spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The federal and state governments in the United States have responded by instituting a wide variety of mitigating control measures, including, mandatory quarantines, closures of non-essential businesses and all other places of social interaction, while implementing “shelter in place” orders and restricting travel. Such control measures have resulted in cancellation or postponement of sporting events, including the Olympics, and suspension of popular entertainment content production. The mitigating control measures began negatively impacting our AMS revenue stream in mid-March as demand for non-political advertising softened. This trend has continued into the second quarter of 2020 as such measures remain largely in place as of this date. During the second quarter, certain state and local governments began to implement multi-step policies towards re-opening and lifting the control measures. Demand improved for advertising during May and June as this occurred. However, some states which re-opened (particularly in the southern United States) also experienced increases in new COVID-19 cases late in second quarter and early in the third quarter, forcing some to reinstate control measures and restrict public gatherings.

The extent of its impact on our financial and operational results, which could be material, will depend on the length of time that the pandemic continues and whether we experience subsequent waves of the infection, its effect on our customers’ demand for our advertising products (as well as their ability to pay us for services provided), the pace at which governmental regulations closing businesses and restricting movement imposed in response to the pandemic are relaxed, the success of large economic stimulus measures passed into law as well as uncertainty regarding all of the foregoing.

While we cannot at this time predict the full impact of the COVID-19 pandemic, it is likely to have a material adverse effect on at least our near-term results of operations and cash flows. In addition, a sustained adverse impact from the COVID-19 pandemic could eventually impact our ability to maintain compliance with covenants under our revolving credit facility in the future further affecting our liquidity and financial condition. In addition, we may experience an increased risk of undetected malicious cyber-security attacks due to our workforce working remotely. We continue to closely monitor the situation, to assess further possible implications to our business and customers, and to take actions in an effort to mitigate adverse consequences.

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

On September 19, 2017, we announced that our Board of Directors authorized a share repurchase program for up to $300.0 million of our common stock over three years. During the second quarter of 2020, no shares were repurchased and as of June 30, 2020, approximately $279.1 million remained under this program. As a result of our 2019 Acquisitions, we have suspended share repurchases under this program.

Item 3. Defaults Upon Senior Securities

None.
Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

37


Item 6. Exhibits
Exhibit Number
 
Description
 
 
 
3-1
 
 
 
 
3-1-1
 
 
 
 
3-1-2
 
 
 
 
3-2
 
 
 
 
10-1
 
 
 
 
10-2
 
 
 
 
10-3
 
 
 
 
10-4
 
 
 
 
31-1
 
 
 
 
31-2
 
 
 
 
32-1
 
 
 
 
32-2
 
 
 
 
101.INS
 
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 
 
 
101.SCH
 
Inline XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.DEF
 
Inline XBRL Taxonomy Extension Definition Document.
 
 
 
101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
 
 

We agree to furnish to the Commission, upon request, a copy of each agreement with respect to long-term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt representing less than 10% of our total consolidated assets.

* Asterisks identify management contracts and compensatory plans or arrangements.





38



SIGNATURE
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.

Date: August 10, 2020
TEGNA INC.
 
 
 
/s/ Clifton A. McClelland III
 
Clifton A. McClelland III
 
Senior Vice President and Controller
 
(on behalf of Registrant and as Principal Accounting Officer)


39