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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 September 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 001-10701
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio31-1223339
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification Number)
312 Walnut Street
Cincinnati,Ohio45202
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (513) 977-3000

Not applicable
(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per shareSSPNASDAQ Global Select Market
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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerEmerging growth company
Non-accelerated filerSmaller reporting 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 Act). Yes No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of September 30, 2024, there were 74,429,781 of the registrant’s Class A Common shares, $0.01 par value per share, outstanding and 11,932,722 of the registrant’s Common Voting shares, $0.01 par value per share, outstanding.



Index to The E.W. Scripps Company Quarterly Report
on Form 10-Q for the Quarter Ended September 30, 2024
Item No.Page
 
1. Financial Statements
2. Management's Discussion and Analysis of Financial Condition and Results of Operations
3. Quantitative and Qualitative Disclosures About Market Risk
4. Controls and Procedures
PART II - Other Information
 
1. Legal Proceedings
1A. Risk Factors
3. Defaults Upon Senior Securities
4. Mine Safety Disclosures
5. Other Information
6. Exhibits
    Signatures
2


PART I

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

Item 1. Financial Statements

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

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

PART II

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our 2023 Annual Report on Form 10-K.

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

There were no sales of unregistered equity securities during the quarter ended September 30, 2024.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the quarter ended September 30, 2024.

Item 4. Mine Safety Disclosures

None.
3


Item 5. Other Information

Director and Officer Trading Arrangements

None of our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) during the quarter ended September 30, 2024.

Item 6. Exhibits

Exhibit NumberExhibit Description
31(a)
31(b)
32(a)
32(b)
101The Company's unaudited Condensed Consolidated Financial Statements and related Notes for the three and nine months ended September 30, 2024 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language). *
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *

* - Filed herewith
4


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

 THE E.W. SCRIPPS COMPANY
Dated: November 5, 2024By:
/s/ Daniel W. Perschke
Daniel W. Perschke
  Senior Vice President, Controller
(Principal Accounting Officer)


5


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

F-1


The E.W. Scripps Company
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)As of 
September 30, 
2024
As of 
December 31, 
2023
Assets
Current assets:
Cash and cash equivalents$34,642 $35,319 
Accounts receivable (less allowances — $5,992 and $5,041)
551,737 610,541 
Miscellaneous43,131 30,233 
Total current assets629,510 676,093 
Investments23,901 23,265 
Property and equipment460,117 455,255 
Operating lease right-of-use assets94,495 99,194 
Goodwill1,968,574 1,968,574 
Other intangible assets1,658,788 1,727,178 
Programming409,815 449,943 
Miscellaneous8,947 10,618 
Total Assets$5,254,147 $5,410,120 
Liabilities and Equity
Current liabilities:
Accounts payable$69,378 $76,383 
Unearned revenue30,279 12,181 
Current portion of long-term debt15,612 15,612 
Accrued liabilities:
Employee compensation and benefits76,364 60,869 
Programming liability 165,883 171,860 
Accrued interest 15,121 32,030 
Miscellaneous39,492 43,934 
Other current liabilities58,469 64,950 
Total current liabilities470,598 477,819 
Long-term debt (less current portion)2,737,126 2,896,824 
Deferred income taxes293,260 307,399 
Operating lease liabilities 83,846 87,714 
Other liabilities (less current portion)450,099 484,181 
Equity:
Preferred stock, $0.01 par — authorized: 25,000,000 shares; none outstanding
  
Preferred stock — Series A, $100,000 par; 6,000 shares issued and outstanding (redemption value of $673,823 at September 30, 2024)
416,278 414,549 
Common stock, $0.01 par:
Class A — authorized: 240,000,000 shares; issued and outstanding: 74,429,781 and 72,843,881 shares
745 729 
Voting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares
119 119 
Total preferred and common stock417,142 415,397 
Additional paid-in capital1,448,875 1,438,518 
Accumulated deficit(571,391)(622,222)
Accumulated other comprehensive loss, net of income taxes(75,408)(75,510)
Total equity1,219,218 1,156,183 
Total Liabilities and Equity$5,254,147 $5,410,120 
See notes to condensed consolidated financial statements.
F-2


The E.W. Scripps Company
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands, except per share data)2024202320242023
Operating Revenues:
Advertising$447,252 $355,167 $1,162,991 $1,078,369 
Distribution191,772 203,859 593,931 571,320 
Other7,276 7,503 24,471 27,454 
Total operating revenues646,300 566,529 1,781,393 1,677,143 
Operating Expenses:
Cost of revenues, excluding depreciation and amortization317,486 321,227 973,126 946,511 
Selling, general and administrative expenses, excluding depreciation and amortization154,781 147,849 452,006 448,997 
Restructuring costs12,665 4,705 18,653 29,208 
Depreciation15,811 15,100 46,081 45,290 
Amortization of intangible assets23,050 23,488 69,936 70,469 
Impairment of goodwill   686,000 
Losses (gains), net on disposal of property and equipment727 1,066 717 2,320 
Total operating expenses524,520 513,435 1,560,519 2,228,795 
Operating income (loss)121,780 53,094 220,874 (551,652)
Interest expense(54,442)(56,916)(161,482)(158,029)
Defined benefit pension plan income152 251 506 519 
Miscellaneous, net447 1,309 16,849 131 
Income (loss) from operations before income taxes67,937 (2,262)76,747 (709,031)
Provision (benefit) for income taxes20,161 1,391 25,916 (17,009)
Net income (loss)47,776 (3,653)50,831 (692,022)
Preferred stock dividends(14,743)(12,576)(43,552)(37,729)
Net income (loss) attributable to the shareholders of The E.W. Scripps Company$33,033 $(16,229)$7,279 $(729,751)
Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company$0.37 $(0.19)$0.08 $(8.67)
Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company$0.37 $(0.19)$0.08 $(8.67)

See notes to condensed consolidated financial statements.

F-3


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

Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Net income (loss)$47,776 $(3,653)$50,831 $(692,022)
Changes in defined benefit pension plans, net of tax of $10, $8, $32 and $24
29 25 87 75 
Other5  15  
Total comprehensive income (loss) attributable to preferred and common stockholders$47,810 $(3,628)$50,933 $(691,947)
See notes to condensed consolidated financial statements.
F-4


The E.W. Scripps Company
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended 
September 30,
(in thousands)20242023
Cash Flows from Operating Activities:
Net income (loss)$50,831 $(692,022)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization116,017 115,759 
Impairment of goodwill 686,000 
Losses (gains), net on disposal of property and equipment717 2,320 
Programming assets and liabilities12,877 (21,266)
Restructuring impairment charges 14,685 
Losses (gains) on sale of investments(18,018) 
Deferred income taxes(14,171)(13,721)
Stock and deferred compensation plans16,574 18,372 
Pension contributions, net of income/expense(1,459)(1,492)
Other changes in certain working capital accounts, net38,903 (72,567)
Miscellaneous, net10,118 13,069 
Net cash provided by operating activities212,389 49,137 
Cash Flows from Investing Activities:
Additions to property and equipment(58,858)(43,811)
Purchase of investments(1,684)(940)
Proceeds from sale of investments18,108  
Miscellaneous, net758 20 
Net cash used in investing activities(41,676)(44,731)
Cash Flows from Financing Activities:
Net borrowings (payments) under revolving credit facility(155,000)340,000 
Payments on long-term debt(11,709)(295,959)
Dividends paid on preferred stock (36,000)
Tax payments related to shares withheld for vested stock and RSUs(1,814)(4,763)
Miscellaneous, net(2,867)(9,859)
Net cash used in financing activities(171,390)(6,581)
Decrease in cash and cash equivalents(677)(2,175)
Cash and cash equivalents:
Beginning of year35,319 18,027 
End of period$34,642 $15,852 
Supplemental Cash Flow Disclosures
Interest paid$169,123 $161,370 
Income taxes paid$51,302 $25,932 
Non-cash investing information
Accrued capital expenditures$770 $397 

See notes to condensed consolidated financial statements.
F-5


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

Three Months Ended
September 30, 2024 and 2023
(in thousands, except per share data)
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained Earnings (Accumulated Deficit)Accumulated
Other
Comprehensive
Income (Loss) ("AOCI")
Total
Equity
As of June 30, 2024$415,702 $861 $1,446,231 $(619,167)$(75,442)$1,168,185 
Comprehensive income (loss)— — — 47,776 34 47,810 
Preferred stock dividends, $576 of issuance costs accretion
576 — (576)— —  
Compensation plans: 244,655 net shares issued *
— 3 3,220 — — 3,223 
As of September 30, 2024$416,278 $864 $1,448,875 $(571,391)$(75,408)$1,219,218 
* Net of tax payments related to shares withheld for vested RSUs of $29 for the three months ended September 30, 2024.

As of June 30, 2023$413,397 $845 $1,454,175 $(362,807)$(77,421)$1,428,189 
Comprehensive income (loss)— — — (3,653)25 (3,628)
Preferred stock dividends, $2,000 per share, $576 of issuance costs accretion
576 — — (12,576)— (12,000)
Compensation plans: 141,926 net shares issued *
— 1 4,113 — — 4,114 
As of September 30, 2023$413,973 $846 $1,458,288 $(379,036)$(77,396)$1,416,675 
* Net of tax payments related to shares withheld for vested RSUs of $109 for the three months ended September 30, 2023.

Nine Months Ended
September 30, 2024 and 2023
(in thousands, except per share data)
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained Earnings (Accumulated Deficit)Accumulated
Other
Comprehensive
Income (Loss) ("AOCI")
Total
Equity
As of December 31, 2023$414,549 $848 $1,438,518 $(622,222)$(75,510)$1,156,183 
Comprehensive income (loss)— — — 50,831 102 50,933 
Preferred stock dividends, $1,729 of issuance costs accretion
1,729 — (1,729)— —  
Compensation plans: 1,585,900 net shares issued *
— 16 12,086 — — 12,102 
As of September 30, 2024$416,278 $864 $1,448,875 $(571,391)$(75,408)$1,219,218 
* Net of tax payments related to shares withheld for vested RSUs of $1,814 for the nine months ended September 30, 2024.

As of December 31, 2022$412,244 $836 $1,444,501 $350,715 $(77,471)$2,130,825 
Comprehensive income (loss)— — — (692,022)75 (691,947)
Preferred stock dividends, $6,000 per share, $1,729 of issuance costs accretion
1,729 — — (37,729)— (36,000)
Compensation plans: 1,038,343 net shares issued *
— 10 13,787 — — 13,797 
As of September 30, 2023$413,973 $846 $1,458,288 $(379,036)$(77,396)$1,416,675 
* Net of tax payments related to shares withheld for vested RSUs of $4,763 for the nine months ended September 30, 2023.
See notes to condensed consolidated financial statements.
F-6


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

1. Summary of Significant Accounting Policies
As used in the Notes to Condensed Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole.
Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2023 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.
Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year.
Principles of Consolidation — The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities ("VIEs") for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. All intercompany transactions and account balances have been eliminated in consolidation.

Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.
Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national news and entertainment networks. All of our businesses also have digital presences across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume content. Our media businesses are organized into the following reportable business segments: Local Media, Scripps Networks and Other. Additional information for our business segments is presented in Note 11. Segment Information.

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

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plan; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks.
While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.
Nature of Products and Services — The following is a description of principal activities from which we generate revenue.
Core Advertising Core advertising is comprised of sales to local and national businesses. The advertising includes a combination of broadcast spots as well as digital and connected TV advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Local advertising time is sold by each station's local sales staff who call upon advertising agencies and local businesses. National advertising time is generally sold by calling upon advertising agencies. Digital revenues are primarily generated from the sale of
F-7


advertising to local and national customers on our business websites, tablet and mobile products, over-the-top apps and other platforms.
Political Advertising Political advertising is generally sold through our Washington, D.C. sales office. Advertising is sold to presidential, gubernatorial, U.S. Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) and other advocacy groups.
Distribution Revenues We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our local broadcast signals. These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has in our markets and the contracted rate per subscriber.
Refer to Note 11. Segment Information for further information, including revenue by significant product and service offering.
Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers.
Advertising Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied.
Distribution Our primary source of distribution revenue is from retransmission consent contracts with MVPDs. Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD.
Cost of Revenues — Cost of revenues reflects the cost of providing our broadcast signals, programming and other content to respective distribution platforms. The costs captured within the cost of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs.
Contract Balances — Timing of revenue recognition may differ from the timing of cash collection from customers. We record a receivable when revenue is recognized prior to cash receipt, or unearned revenue when cash is collected in advance of revenue being recognized.
Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services.
The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We estimate the allowance based on expected credit losses, including our historical experience of actual losses and known troubled accounts. The allowance for doubtful accounts totaled $6.0 million at September 30, 2024 and $5.0 million at December 31, 2023.
We record unearned revenue when cash payments are received in advance of our performance, including amounts which are refundable. We generally require amounts payable under advertising contracts with political advertising customers to be paid in advance. Unearned revenue totaled $30.3 million at September 30, 2024 and substantially all is expected to be recognized within revenue or refunded over the next 12 months. Unearned revenue totaled $12.2 million at December 31, 2023. We recorded $7.3 million of revenue in the nine months ended September 30, 2024 that was included in unearned revenue at December 31, 2023.

Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our Condensed Consolidated Balance Sheets. Finance leases are included in property and equipment and other long-term liabilities in our Condensed Consolidated Balance Sheets.

F-8


Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Our lease assets also include any payments made at or before commencement and are reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2023 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors.
Share-based compensation costs totaled $2.8 million and $3.5 million for the third quarter of 2024 and 2023, respectively. Year-to-date share-based compensation costs totaled $12.4 million and $16.1 million in 2024 and 2023, respectively.
Earnings Per Share (“EPS”) — Unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities.

The following table presents information about basic and diluted weighted-average shares outstanding:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Numerator (for basic and diluted earnings per share)
Net income (loss)$47,776 $(3,653)$50,831 $(692,022)
Less income allocated to RSUs(1,223) (280) 
Less preferred stock dividends(14,743)(12,576)(43,552)(37,729)
Numerator for basic and diluted earnings per share$31,810 $(16,229)$6,999 $(729,751)
Denominator
Basic weighted-average shares outstanding86,067 84,433 85,546 84,162 
Effect of dilutive securities    
Diluted weighted-average shares outstanding86,067 84,433 85,546 84,162 

The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share to the extent the related performance criteria are met through the respective balance sheet reporting date. As of September 30, 2024, potential dilutive securities representing 1.1 million shares were excluded from the computation of diluted earnings per share as the related performance criteria were not yet met, although the Company expects to meet various levels of criteria in the future.

For the three and nine month periods ended September 30, 2023, we incurred a net loss to shareholders and the inclusion of RSUs would be anti-dilutive. The September 30, 2023 diluted EPS calculations exclude the effect from 3.4 million outstanding RSUs that were anti-dilutive. The September 30, 2024 and 2023 basic and dilutive EPS calculations also exclude the impact of the common stock warrant as the effect would be anti-dilutive.

F-9


2. Recently Adopted and Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board ("FASB") issued new guidance that modifies the rules on income tax disclosures. The guidance requires entities to disclose: (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for our annual periods beginning in 2025, with early adoption permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. We are currently assessing the impact of this new guidance on our disclosures.

In November 2023, the FASB issued new guidance which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for our annual period beginning in fiscal year 2024 and interim periods beginning in the first quarter of 2025. Early adoption is permitted. The guidance will be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently assessing the impact of this new guidance on our disclosures.

3. Restructuring Costs and Other Transactions

Restructuring and Reorganization

In January 2023, we announced a strategic restructuring and reorganization of the Company to further leverage our strong position in the U.S. television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces. The strategic reorganization, which was substantially completed by the end of the 2024 second quarter, created a leaner and more agile operating structure through the centralization of certain services and the consolidation of layers of management across our operating businesses and corporate office.

On September 27, 2024, we announced we will significantly reduce Scripps News' national network programming after November 15, 2024. Scripps News will no longer broadcast over the air, although it will remain on streaming and digital platforms with weekday live coverage from the field. We expect these restructuring activities will result in the elimination of more than 200 jobs during the remainder of 2024.

Restructuring costs in the third quarter of 2024 and 2023 totaled $12.7 million and $4.7 million, respectively. Year-to-date restructuring costs totaled $18.7 million and $29.2 million in 2024 and 2023, respectively. In the third quarter of 2024, we incurred $10.9 million in severance charges related to the significant reduction of Scripps News' national news programming. Remaining restructuring costs in 2024 include severance charges and outside consulting fees associated with the strategic reorganization efforts. Year-to-date 2023 costs included a $13.6 million first quarter charge related to the write-down of certain programming assets in connection with the shutdown of the TrueReal network. Additionally, year-to-date 2023 restructuring costs also included employee severance related charges of $8.9 million, operating lease impairment charges of $1.1 million and other restructuring charges primarily attributed to strategic reorganization consulting fees.

F-10


Nine Months Ended
September 30, 2024 and 2023
(in thousands)
Severance and Employee BenefitsOther Restructuring ChargesTotal
Liability as of December 31, 2023
$6,735 $1,430 $8,165 
   Net charges17,553 1,100 18,653 
   Payments(11,554)(1,698)(13,252)
   Non-cash (a)
   
Liability as of September 30, 2024
$12,734 $832 $13,566 

Liability as of December 31, 2022
$ $ $ 
   Net charges8,887 20,321 29,208 
   Payments(5,001)(4,441)(9,442)
   Non-cash (a)
(593)(14,685)(15,278)
Liability as of September 30, 2023
$3,293 $1,195 $4,488 
(a) Represents share-based compensation costs and asset write-downs included in restructuring charges.

Other Transactions

On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. We did not have any carrying value associated with our BMI investment. This gain was included in Miscellaneous, net for the nine months ended September 30, 2024.

In the third quarter of 2024, we signed letters of intent for the sale of our West Palm Beach station's building and San Diego tower site. We expect to receive $60 million of total cash consideration from these proposed sales. The San Diego tower site transaction is expected to close in the fourth quarter of 2024 and the West Palm Beach transaction is expected to close in the first quarter of 2025. As a result of these transactions, we also expect to enter into leasing agreements related to these assets.

4. Income Taxes

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

The income tax provision for interim periods is determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income (loss) before income tax for the full year and the jurisdictions in which we expect that income will be taxed.

The effective income tax rate for the nine months ended September 30, 2024 and 2023 was 34% and 2.4%, respectively. The comparability of our year-over-year effective tax rate is affected by the write-off of Scripps Networks goodwill in 2023, the majority of which was non-deductible. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($3.9 million expense in 2024 and $1.4 million expense in 2023), state deferred rate changes ($2.1 million expense in 2024 and $1.1 million benefit in 2023) and state NOL valuation allowance changes. Additionally, the 2023 year-to-date income tax provision was impacted by a net discrete tax provision benefit of $16.9 million related to book impairment of tax deductible goodwill recognized in the second quarter of 2023.

We recognize state NOL carryforwards as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance.

F-11



5. Leases

We have operating leases for office space, data centers and certain equipment. We also have finance leases for office space. Our leases have lease terms of 1 year to 34 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. Operating lease costs recognized in our Condensed Consolidated Statements of Operations for the three months ended September 30, 2024 and 2023 totaled $5.4 million and $6.4 million, respectively, including short-term lease costs of $1.2 million for both the three months ended September 30, 2024 and 2023. Year-to-date September 30, 2024 and 2023 operating lease costs totaled $17.2 million and $19.7 million, respectively, including short-term lease costs of $3.9 million and $2.5 million, respectively. Amortization of the right-of-use asset for our finance leases totaled $0.2 million for both the three months ended September 30, 2024 and 2023 and $0.6 million for both the nine months ended September 30, 2024 and 2023. Interest expense on the finance leases liability totaled $0.5 million for both the three months ended September 30, 2024 and 2023. Year-to-date interest expense on the finance leases liability totaled $1.6 million for both the nine months ended September 30, 2024 and 2023.

Other information related to our leases was as follows:
(in thousands, except lease term and discount rate)As of 
September 30, 
2024
As of 
December 31, 
2023
Balance Sheet Information
Operating Leases
Right-of-use assets$94,495 $99,194 
Other current liabilities18,377 19,466 
Operating lease liabilities 83,846 87,714 
Finance Leases
Property and equipment, at cost28,321 28,321 
Accumulated depreciation1,459 862 
Property and equipment, net26,862 27,459 
Other liabilities30,909 30,146 
Weighted Average Remaining Lease Term
Operating leases 7.48 years7.41 years
Finance leases33.75 years34.50 years
Weighted Average Discount Rate
Operating leases 4.99 %4.43 %
Finance leases7.10 %7.10 %

Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$5,243 $6,740 $16,435 $19,448 
Operating cash flows from finance leases438 213 864 213 
Financing cash flows from finance leases    
Right-of-use assets obtained in exchange for operating lease obligations2,764 1,736 12,859 4,175 
Right-of-use assets obtained in exchange for finance lease obligations    

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Future minimum lease payments under non-cancellable leases as of September 30, 2024 were as follows:
(in thousands)Operating
Leases
Finance
Leases
Remainder of 2024$6,024 $438 
202523,037 1,776 
202620,992 1,824 
202717,889 1,875 
202814,582 1,926 
Thereafter40,860 90,124 
  Total future minimum lease payments123,384 97,963 
Less: Imputed interest(21,161)(67,054)
    Total$102,223 $30,909 


6. Goodwill and Other Intangible Assets
Goodwill consisted of the following:
(in thousands)Local MediaScripps NetworksOtherTotal
Gross balance as of December 31, 2023$1,122,408 $2,028,890 $7,190 $3,158,488 
Accumulated impairment losses(216,914)(973,000) (1,189,914)
Net balance as of December 31, 2023$905,494 $1,055,890 $7,190 $1,968,574 
Gross balance as of September 30, 2024$1,122,408 $2,028,890 $7,190 $3,158,488 
Accumulated impairment losses(216,914)(973,000) (1,189,914)
Net balance as of September 30, 2024$905,494 $1,055,890 $7,190 $1,968,574 

Other intangible assets consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Amortizable intangible assets:
Carrying amount:
Television affiliation relationships$1,060,244 $1,060,244 
Customer lists and advertiser relationships220,997 220,997 
Other137,997 136,452 
Total carrying amount1,419,238 1,417,693 
Accumulated amortization:
Television affiliation relationships(316,716)(276,163)
Customer lists and advertiser relationships(150,417)(132,161)
Other(72,732)(61,606)
Total accumulated amortization(539,865)(469,930)
Net amortizable intangible assets879,373 947,763 
Indefinite-lived intangible assets — FCC licenses779,415 779,415 
Total other intangible assets$1,658,788 $1,727,178 


F-13


Estimated amortization expense of intangible assets for each of the next five years is $23.3 million for the remainder of 2024, $90.4 million in 2025, $86.3 million in 2026, $83.2 million in 2027, $62.0 million in 2028, $62.0 million in 2029 and $472.2 million in later years.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually and any time events occur or changes in circumstances indicate it is more likely than not the fair value of a reporting unit, or respective indefinite-lived intangible asset, is below its carrying value. Such events or changes in circumstances include, but are not limited to, changes in business climate, sustained declines in the price of our stock, or other factors resulting in lower cash flow related to such assets. If the carrying amount exceeds its fair value, then an impairment loss is recognized. The reporting unit valuations used to test goodwill and intangible assets for impairment are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, market growth rates, competitive activities, cost containment, margin expansion and strategic business plans (inputs of which are categorized as Level 3 under the fair value hierarchy). Additionally, future changes in these assumptions and estimates with respect to long-term growth rates and discount rates or future cash flow projections, could result in significantly different estimates of the fair values.

During the second quarter of 2023, we determined it was likely that the fair value of our Scripps Networks reporting unit may be below its carrying value at June 30, 2023. Following completion of our second quarter 2023 testing, we recognized a $686 million non-cash goodwill impairment charge.

Upon completing our annual impairment test in the fourth quarter of 2023, we determined that the fair value of our Local Media reporting unit exceeded its carrying value by more than 20% and that an additional $266 million goodwill impairment charge was necessary for the Scripps Networks reporting unit. Given that the fair value of the Scripps Networks reporting unit currently approximates carrying value, this reporting unit is more sensitive to changes in assumptions regarding its fair value. While we believe the estimates and judgments used in determining the fair values were appropriate, these estimates of fair value assume certain levels of growth for the business, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill in future periods. For example, a 50 basis point increase in the discount rate would reduce the fair value of the Scripps Networks reporting unit by approximately $90 million.

7. Long-Term Debt
Long-term debt consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Revolving credit facility$175,000 $330,000 
Senior secured notes, due in 2029523,356 523,356 
Senior unsecured notes, due in 2027425,667 425,667 
Senior unsecured notes, due in 2031392,071 392,071 
Term loan, due in 2026723,116 728,825 
Term loan, due in 2028545,000 551,000 
    Total outstanding principal2,784,210 2,950,919 
Less: Debt issuance costs and issuance discounts(31,472)(38,483)
Less: Current portion(15,612)(15,612)
   Net carrying value of long-term debt$2,737,126 $2,896,824 
Fair value of long-term debt *$2,356,976 $2,732,318 
* The fair values of debt are estimated based on either quoted private market transactions or observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy.

Scripps Senior Secured Credit Agreement

On July 31, 2023, we entered into the Eighth Amendment to the Third Amended Restated Credit Agreement ("Eighth Amendment"). Under the terms of the Eighth Amendment, we have a $585 million Revolving Credit Facility that matures on January 7, 2026. Commitment fees of 0.30% to 0.50% per annum, based on our leverage ratio, of the total unused commitment are payable under the Revolving Credit Facility. Interest is payable on the Revolving Credit Facility at rates based on the secured overnight financing rate ("SOFR"), plus a margin based on our leverage ratio, ranging from 1.75% to 2.75%. As of September 30, 2024, we had $175 million outstanding under the Revolving Credit Facility with an interest rate of 7.71%. The weighted-average interest rate over the period during which we had a drawn revolver balance in 2024 was 8.17%. As of September 30, 2024 and December 31, 2023, we had outstanding letters of credit totaling $6.9 million and $6.7 million, respectively, under the Revolving Credit Facility.

On October 2, 2017, we issued a $300 million term loan B which was due to mature in October 2024 ("2024 term loan"). On July 31, 2023, we borrowed $283 million on the Revolving Credit Facility to pay off the remaining principal balance of the 2024 term loan. The weighted-average interest rate on the 2024 term loan was 7.22% for the period the loan was outstanding during 2023.

On May 1, 2019, we issued a $765 million term loan B ("2026 term loan") that matures in May 2026. Interest is currently payable on the 2026 term loan at a rate based on SOFR, plus a fixed margin of 2.56%. The 2026 term loan requires annual principal payments of $7.6 million. Deferred financing costs and original issuance discount totaled approximately $23.0 million with this term loan, which are being amortized over the life of the loan.

As of September 30, 2024 and December 31, 2023, the interest rate on the 2026 term loan was 7.52% and 8.03%, respectively. The weighted-average interest rate on the 2026 term loan was 7.98% and 7.93% for the nine months ended September 30, 2024 and 2023, respectively.

On January 7, 2021, we issued an $800 million term loan B ("2028 term loan") that matures in January 2028. Interest is currently payable on the 2028 term loan at a rate based on SOFR, plus a fixed margin of 3.00%. Additionally, the credit agreement states the SOFR rate could not be less than 0.75% for our term loans that mature in 2026 and 2028. The 2028 term loan requires annual principal payments of $8.0 million. We incurred deferred financing costs totaling $23.4 million related to this term loan and a previous amendment to the Revolving Credit Facility, which are being amortized over the life of the term loan.

As of September 30, 2024 and December 31, 2023, the interest rate on the 2028 term loan was 7.96% and 8.47%, respectively. The weighted-average interest rate on the 2028 term loan was 8.42% and 8.21% for the nine months ended September 30, 2024 and 2023, respectively.

The Senior Secured Credit Agreement contains covenants that limit our ability to incur additional debt and provides for restrictions on certain payments (dividends and share repurchases). Additionally, we must be in compliance with certain leverage ratios in order to proceed with acquisitions. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables and equipment. The Eighth Amendment contains a covenant to comply with a maximum first lien net leverage ratio when we have outstanding borrowings on the Revolving Credit Facility. Through December 31, 2024, we must comply with a maximum first lien net leverage ratio of 5.0 to 1.0, at which point it steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter. As of September 30, 2024, we were in compliance with our financial covenants.

2029 Senior Secured Notes

On December 30, 2020, we issued $550 million of senior secured notes (the "2029 Senior Notes"), which bear interest at a rate of 3.875% per annum and mature on January 15, 2029. The 2029 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15. Prior to January 15, 2026, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2029 Senior Notes may require us to repurchase some or all of the notes. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. The 2029 Senior Notes are guaranteed by us and the majority of our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement. The notes are secured, on a first lien basis, from pledges of equity interests in our subsidiaries and by substantially all of the existing and future assets of Scripps. The 2029 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $13.8 million of deferred financing costs in connection with the issuance of the 2029 Senior Notes, which are being amortized over the life of the notes.

2027 Senior Unsecured Notes

On July 26, 2019, we issued $500 million of senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on July 15, 2027 ("the 2027 Senior Notes"). The 2027 Senior Notes were priced at 100% of par value and interest is payable semi-annually on July 15 and January 15. We may redeem the notes before July 15, 2025, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes. The 2027 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. There are no registration rights associated with the 2027 Senior Notes.

We incurred approximately $10.7 million of deferred financing costs in connection with the issuance of the 2027 Senior Notes, which are being amortized over the life of the notes.

2031 Senior Unsecured Notes

On December 30, 2020, we issued $500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375% per annum and mature on January 15, 2031. The 2031 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15. We may redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 15, 2026 and before January 15, 2029, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2031 Senior Notes may require us to repurchase some or all of the notes. The 2031 Senior Notes are also guaranteed by us and the majority our subsidiaries. The 2031 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $12.5 million of deferred financing costs in connection with the issuance of the 2031 Senior Notes, which are being amortized over the life of the notes.

Debt Repurchase Authorization

In February 2023, our Board of Directors provided a new debt repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026.

Debt Repurchase Transactions

On July 31, 2023, we paid off the remaining $283 million principal balance of the 2024 term loan and wrote-off $0.4 million of deferred financing costs related to this term loan to interest expense.

F-14


8. Other Liabilities
Other liabilities consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Employee compensation and benefits$30,267 $29,249 
Deferred FCC repack income38,766 41,863 
Programming liability244,910 274,564 
Liability for pension benefits71,984 73,651 
Liabilities for uncertain tax positions17,439 16,334 
Finance leases30,909 30,146 
Other15,824 18,374 
Other liabilities (less current portion)$450,099 $484,181 

9. Supplemental Cash Flow Information
The following table presents additional information about the change in certain working capital accounts:
Nine Months Ended 
September 30,
(in thousands)20242023
Accounts receivable$58,804 $(995)
Other current assets(12,898)(38,783)
Accounts payable(15,576)(19,524)
Accrued employee compensation and benefits12,363 12,339 
Accrued interest(16,909)(16,601)
Other accrued liabilities110 (7,943)
Unearned revenue18,098 530 
Other, net(5,089)(1,590)
Total$38,903 $(72,567)


10. Employee Benefit Plans

We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). The accrual for future benefits has been frozen in our defined benefit pension plan and SERPs.

We sponsor a defined contribution plan covering substantially all non-union and certain union employees. We match a portion of employees' voluntary contributions to this plan.
Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans.
F-15


The components of the employee benefit plan expense consisted of the following:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Interest cost$5,628 $5,814 $16,833 $17,684 
Expected return on plan assets, net of expenses(6,018)(6,302)(18,054)(18,915)
Amortization of actuarial loss and prior service cost5 5 14 14 
Total for defined benefit pension plan(385)(483)(1,207)(1,217)
SERPs233 232 701 698 
Defined contribution plan3,845 3,530 12,786 12,125 
Net periodic benefit cost$3,693 $3,279 $12,280 $11,606 

We contributed $0.9 million to fund current benefit payments for our SERPs during the nine months ended September 30, 2024. During the remainder of 2024, we anticipate contributing an additional $0.5 million to fund the SERPs' benefit payments. We have met regulatory funding requirements for our qualified benefit pension plan and do not have a mandatory contribution in 2024.

11. Segment Information
We determine our business segments based upon our management and internal reporting structures, as well as the basis on which our chief operating decision maker makes resource-allocation decisions.
Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 11 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.

Our Scripps Networks segment includes national news outlets Scripps News and Court TV as well as popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. The Scripps Networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and digital distribution. These operations earn revenue primarily through the sale of advertising.
Our respective business segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks. We also allocate a portion of certain corporate costs and expenses, including accounting, human resources, employee benefit and information technology to our business segments. These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.
The other segment caption aggregates our operating segments that are too small to report separately. Costs for centrally provided services and certain corporate costs that are not allocated to the business segments are included in shared services and corporate costs. These unallocated corporate costs would also include the costs associated with being a public company. Corporate assets are primarily cash and cash equivalents, property and equipment primarily used for corporate purposes and deferred income taxes.

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

F-16


Information regarding our business segments is as follows:
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Segment operating revenues:
Local Media$445,553 $353,061 $1,163,315 $1,017,203 
Scripps Networks201,672 215,393 619,670 663,095 
Other3,843 2,620 12,702 10,149 
Intersegment eliminations(4,768)(4,545)(14,294)(13,304)
Total operating revenues$646,300 $566,529 $1,781,393 $1,677,143 
Segment profit (loss):
Local Media$160,685 $74,865 $314,371 $201,725 
Scripps Networks42,061 49,661 129,462 161,530 
Other(7,744)(6,263)(23,377)(14,074)
Shared services and corporate(20,969)(20,810)(64,195)(67,546)
Restructuring costs(12,665)(4,705)(18,653)(29,208)
Depreciation and amortization of intangible assets(38,861)(38,588)(116,017)(115,759)
Impairment of goodwill   (686,000)
Gains (losses), net on disposal of property and equipment(727)(1,066)(717)(2,320)
Interest expense(54,442)(56,916)(161,482)(158,029)
Defined benefit pension plan income152 251 506 519 
Miscellaneous, net447 1,309 16,849 131 
Income (loss) from operations before income taxes$67,937 $(2,262)$76,747 $(709,031)
Depreciation:
Local Media$10,842 $9,881 $31,028 $29,521 
Scripps Networks4,698 4,892 14,242 14,558 
Other56 47 186 137 
Shared services and corporate215 280 625 1,074 
Total depreciation$15,811 $15,100 $46,081 $45,290 
Amortization of intangible assets:
Local Media$8,550 $8,980 $26,211 $26,941 
Scripps Networks12,838 13,009 38,791 39,027 
Other450 447 1,346 1,345 
Shared services and corporate1,212 1,052 3,588 3,156 
Total amortization of intangible assets$23,050 $23,488 $69,936 $70,469 
Additions to property and equipment:
Local Media$7,474 $15,123 $40,878 $36,530 
Scripps Networks4,393 1,225 10,847 3,920 
Other175  902 34 
Shared services and corporate1,409 495 1,870 1,469 
Total additions to property and equipment$13,451 $16,843 $54,497 $41,953 

F-17


A disaggregation of the principal activities from which we generate revenue is as follows:
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Operating revenues:
Core advertising$315,849 $346,037 $986,141 $1,061,868 
Political131,403 9,130 176,850 16,501 
Distribution191,772 203,859 593,931 571,320 
Other7,276 7,503 24,471 27,454 
Total operating revenues$646,300 $566,529 $1,781,393 $1,677,143 

12. Capital Stock
Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.
On January 7, 2021, we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). As long as the Company pays quarterly dividends in cash on the preferred shares, the dividend rate will be 8% per annum. Preferred stock dividends declared and paid were $36.0 million during the first nine months of 2023.
If dividends on the preferred shares, which compound quarterly, are not paid in full in cash, the rate will increase to 9% per annum for the remaining period of time that the preferred shares are outstanding. We did not declare or provide payment for any of the 2024 quarterly dividends. At September 30, 2024, aggregated undeclared and unpaid cumulative dividends totaled $41.4 million and the redemption value of the preferred stock totaled $674 million.
Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.
Class A Common Shares Stock Warrant — In connection with the issuance of the preferred shares, Berkshire Hathaway, Inc. ("Berkshire Hathaway") also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share. The warrant is exercisable at the holder's option at any time or from time to time, in whole or in part, until the first anniversary of the date on which no preferred shares remain outstanding.


F-18


13. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows:

Three Months Ended September 30, 2024
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, June 30, 2024$(75,189)$(253)$(75,442)
Other comprehensive income (loss) before reclassifications   
Amounts reclassified from AOCI, net of tax of $10(a)
29 5 34 
Net current-period other comprehensive income (loss)29 5 34 
Ending balance, September 30, 2024$(75,160)$(248)$(75,408)

Three Months Ended September 30, 2023
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, June 30, 2023$(77,277)$(144)$(77,421)
Other comprehensive income (loss) before reclassifications   
Amounts reclassified from AOCI, net of tax of $8 (a)
25  25 
Net current-period other comprehensive income (loss)25  25 
Ending balance, September 30, 2023$(77,252)$(144)$(77,396)

Nine Months Ended September 30, 2024
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, December 31, 2023$(75,247)$(263)$(75,510)
Other comprehensive income (loss) before reclassifications   
Amounts reclassified from AOCI, net of tax of $32(a)
87 15 102 
Net current-period other comprehensive income (loss)87 15 102 
Ending balance, September 30, 2024$(75,160)$(248)$(75,408)

Nine Months Ended September 30, 2023
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, December 31, 2022$(77,327)$(144)$(77,471)
Other comprehensive income (loss) before reclassifications   
Amounts reclassified from AOCI, net of tax of $24(a)
75  75 
Net current-period other comprehensive income (loss)75  75 
Ending balance, September 30, 2023$(77,252)$(144)$(77,396)
(a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations

F-19


Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of financial condition and results of operations is based upon the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements. You should read this discussion in conjunction with those financial statements.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "believe," "anticipate," "intend," "expect," "estimate," "could," "should," "outlook," "guidance," and similar references to future periods. Examples of forward-looking statements include, among others, statements the Company makes regarding expected operating results and future financial condition. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of the industry and the economy, the Company’s plans and strategies, anticipated events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and many of which are outside of the Company’s control. A detailed discussion of such risks and uncertainties is included in the section of this document titled "Risk Factors." The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made in this document is based only on currently available information and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

Executive Overview

The E.W. Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of more than 60 local television stations in more than 40 markets and national news and entertainment networks. Our local stations have programming agreements with ABC, NBC, CBS and FOX. The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we provide a television viewing device called Tablo that allows households to watch and record dozens of free, over-the-air and streaming channels anywhere in their home without a subscription.

Scripps is a leader in free, ad-supported television. All of our local stations and national networks reach consumers over the air, and all of our television brands can also be found on free streaming platforms. We have continued to expand in the fast-growing connected television marketplace, and we are leveraging our leadership position in the growing over-the-air marketplace. Currently, one in three non pay-TV homes is watching television over the air alongside their streaming subscription services, and as cord-cutting and streaming service price increases continue, over-the-air channels will be an important part of television viewers' choices. To that end, Scripps continues efforts to broaden antenna use even more, and is working with key partners in retail, manufacturing and antenna installation to help television owners understand the quality and quantity of programming available over the air and the ease of antenna use. During 2024, we continue our efforts to build awareness, grow the broadcast marketplace and improve consumers over-the-air television experiences through our Tablo product.

In January 2023, we announced a strategic restructuring and reorganization of the Company to further leverage our strong position in the U.S. television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces. The strategic restructuring and reorganization created a leaner and more agile operating structure through the centralization of certain services and the consolidation of layers of management across our operating businesses and corporate office. The strategic reorganization effort was substantially completed by the end of the 2024 second quarter and has resulted in more than $40 million in annual savings, of which $20 million of the annualized savings was achieved by the end of 2023.

In April 2024, we began a public process to explore the sale of our Bounce multi-cast television network. Bounce, which is available in approximately 98% of U.S. television broadcast homes, broadcasts a combination of syndicated shows, movies and original content that is created for Black audiences.


F-20


On July 2, 2024, we announced a multi-year agreement with the National Hockey League's Florida Panthers ("Panthers"), which begins with the 2024-2025 season. Under the new agreement, we have the ability to televise all locally produced Panthers preseason, regular-season and round one games of the postseason with distribution on cable, satellite and over-the-air television.

On September 27, 2024, we announced we will significantly reduce Scripps News' national network programming after November 15, 2024. Scripps News will no longer broadcast over the air, although it will remain on streaming and digital platforms with weekday live coverage from the field. Beginning at the start of 2025, the scaled back Scripps News operation is expected to generate annualized net savings of $35 million.

Preferred stock dividends declared and paid in the first nine months of 2023 totaled $36.0 million. We did not declare or provide payment for any of the 2024 quarterly dividends. We currently have sufficient liquidity to pay the scheduled dividends on the preferred shares; however, this action provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt. Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

Results of Operations
The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our business segments. Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our business segments that follows.
Consolidated Results of Operations
Consolidated results of operations were as follows:
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024Change20232024Change2023
Operating revenues$646,300 14.1 %$566,529 $1,781,393 6.2 %$1,677,143 
Cost of revenues, excluding depreciation and amortization(317,486)(1.2)%(321,227)(973,126)2.8 %(946,511)
Selling, general and administrative expenses, excluding depreciation and amortization(154,781)4.7 %(147,849)(452,006)0.7 %(448,997)
Restructuring costs(12,665)(4,705)(18,653)(29,208)
Depreciation and amortization of intangible assets(38,861)(38,588)(116,017)(115,759)
Impairment of goodwill— — — (686,000)
Gains (losses), net on disposal of property and equipment(727)(1,066)(717)(2,320)
Operating income (loss)121,780 53,094 220,874 (551,652)
Interest expense(54,442)(56,916)(161,482)(158,029)
Defined benefit pension plan income152 251 506 519 
Miscellaneous, net447 1,309 16,849 131 
Income (loss) from operations before income taxes67,937 (2,262)76,747 (709,031)
Benefit (provision) for income taxes(20,161)(1,391)(25,916)17,009 
Net income (loss)$47,776 $(3,653)$50,831 $(692,022)

Operating revenues increased $79.8 million or 14% in the third quarter of 2024 and $104 million or 6.2% in the first nine months of 2024 when compared to prior periods. The quarter-to-date increase was due to an increase in political revenue of $122 million partially offset by a $30.2 million decrease in core advertising revenue and a $12.1 million decrease in distribution revenue. The year-to-date increase was driven by an increase of $160 million in political revenue and a $22.6 million increase in distribution revenue that were partially offset by a $75.7 million decrease in core advertising revenue.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $3.7 million or 1.2% in the third quarter of 2024 and increased $26.6 million or 2.8% in the first nine months of 2024 when compared to prior periods. Programming expense decreased $2.2 million or 1.0% in the third quarter of 2024 and increased $22.5 million or 3.6% in the first nine months of 2024 when compared to prior periods. During 2023, we entered into sports
F-21


rights contracts for the airing of games for the Women's National Basketball Association ("WNBA"), the National Women's Soccer League ("NWSL") and the Vegas Golden Knights and the Utah Hockey Club (formerly the Arizona Coyotes) in the National Hockey League ("NHL"). The NHL contracts began with the start of the 2023-2024 season in October 2023 and the NWSL contract began with the start of the 2024 season in March 2024. The sports rights fees for the contracts increased programming expense by $3.9 million in the third quarter of 2024 and $22.8 million in the first nine months of 2024 when compared to prior periods. For the quarter-to-date period, network programming decreased $5.8 million which more than offset the increase in sports rights fees. The year-to-date increase in cost of revenues was also due to a $6.1 million increase in production costs, driven by the television production costs associated with the airing of games under our sports agreements.

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions. Selling, general and administrative expenses increased $6.9 million or 4.7% in the third quarter of 2024 and $3.0 million or 0.7% in the first nine months of 2024 when compared to prior periods. The quarter-to-date increase was primarily attributed to political sales activities.

Restructuring costs totaled $12.7 million and $4.7 million in the third quarter of 2024 and 2023, respectively. Year-to-date restructuring costs totaled $18.7 million and $29.2 million for the first nine months of 2024 and 2023, respectively. In the third quarter of 2024, we incurred $10.9 million in severance charges related to the significant reduction of Scripps News' national news programming. Remaining restructuring costs in 2024 include severance charges and outside consulting fees associated with the strategic reorganization efforts. Year-to-date 2023 costs included a $13.6 million first quarter charge related to the write-down of certain programming assets in connection with the shutdown of the TrueReal network. Additionally, year-to-date 2023 restructuring costs also included employee severance related charges of $8.9 million, operating lease impairment charges of $1.1 million and other restructuring charges primarily attributed to strategic reorganization consulting fees.

Depreciation and amortization of intangible assets increased $0.3 million for both the three and nine month periods ended September 30, 2024 when compared to prior periods.

In the second quarter of 2023, we recorded a $686 million non-cash charge to reduce the carrying value of goodwill associated with our Scripps Networks reporting unit.

Interest expense decreased $2.5 million in the third quarter of 2024 and increased $3.5 million in the first nine months of 2024 when compared to prior periods. The quarter-to-date decrease in interest expense was primarily attributed to financing costs incurred during the third quarter of 2023 related to the amendment of our credit facility. The year-to-date increase in interest expense was primarily due to higher year-over-year interest rates on our variable debt borrowings.

On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. We did not have any carrying value associated with our BMI investment. This gain was included in Miscellaneous, net for the nine months ended September 30, 2024.

The effective income tax rate was 34% and 2.4% for the nine months ended September 30, 2024 and 2023, respectively. The comparability of our year-over-year effective tax rate is affected by the write-off of Scripps Networks goodwill in 2023, the majority of which was non-deductible. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($3.9 million expense in 2024 and $1.4 million expense in 2023), state deferred rate changes ($2.1 million expense in 2024 and $1.1 million benefit in 2023) and state NOL valuation allowance changes. Additionally, the 2023 year-to-date income tax provision was impacted by a net discrete tax provision benefit of $16.9 million related to book impairment of tax deductible goodwill recognized in the second quarter of 2023.



F-22


Business Segment Results — As discussed in the Notes to Condensed Consolidated Financial Statements, our chief operating decision maker evaluates the operating performance of our business segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.
Items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the business segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are, therefore, excluded from the measure. Generally, our corporate executives make financing, tax structure and divestiture decisions. Excluding these items from measurement of our business segment performance enables us to evaluate business segment operating performance based upon current economic conditions and decisions made by the managers of those business segments in the current period.
Our respective business segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks. We also allocate a portion of certain corporate costs and expenses, including accounting, human resources, employee benefit and information technology to our business segments. These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.
The other segment caption aggregates our operating segments that are too small to report separately. Costs for centrally provided services and certain corporate costs that are not allocated to the business segments are included in shared services and corporate costs. These unallocated corporate costs would also include the costs associated with being a public company. Corporate assets are primarily cash and cash equivalents, property and equipment primarily used for corporate purposes and deferred income taxes.

Information regarding the operating performance of our business segments and a reconciliation of such information to the condensed consolidated financial statements is as follows:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024Change20232024Change2023
Segment operating revenues:
Local Media
$445,553 26.2 %$353,061 $1,163,315 14.4 %$1,017,203 
Scripps Networks201,672 (6.4)%215,393 619,670 (6.5)%663,095 
Other
3,843 46.7 %2,620 12,702 25.2 %10,149 
  Intersegment eliminations(4,768)4.9 %(4,545)(14,294)7.4 %(13,304)
Total operating revenues$646,300 14.1 %$566,529 $1,781,393 6.2 %$1,677,143 
Segment profit (loss):  
Local Media
$160,685 $74,865 $314,371 55.8 %$201,725 
Scripps Networks42,061 (15.3)%49,661 129,462 (19.9)%161,530 
Other
(7,744)23.6 %(6,263)(23,377)66.1 %(14,074)
Shared services and corporate
(20,969)0.8 %(20,810)(64,195)(5.0)%(67,546)
Restructuring costs(12,665)(4,705)(18,653)(29,208)
Depreciation and amortization of intangible assets(38,861)(38,588)(116,017)(115,759)
Impairment of goodwill— — — (686,000)
Gains (losses), net on disposal of property and equipment(727)(1,066)(717)(2,320)
Interest expense(54,442)(56,916)(161,482)(158,029)
Defined benefit pension plan income152 251 506 519 
Miscellaneous, net447 1,309 16,849 131 
Income (loss) from operations before income taxes$67,937 $(2,262)$76,747  $(709,031)



F-23


Local Media — Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 11 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.
National television networks offer affiliates a variety of programming and sell the majority of advertising within those programs. In addition to network programs, we broadcast internally produced local and national programs, syndicated programs, sporting events and other programs of interest in each station's market. News is the primary focus of our locally produced programming.
The operating performance of our Local Media group is most affected by local and national economic conditions, particularly conditions within the automotive and services categories, and by the volume of advertising purchased by campaigns for elective office and political issues. The demand for political advertising is significantly higher in the third and fourth quarters of even-numbered years.
Operating results for our Local Media segment were as follows:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024Change20232024Change2023
Segment operating revenues:   
Core advertising$129,256 (9.2)%$142,295 $404,805 (6.5)%$433,057 
Political125,213 9,130 168,530 16,501 
Distribution186,480 (5.7)%197,842 578,170 3.9 %556,549 
Other4,604 21.3 %3,794 11,810 6.4 %11,096 
Total operating revenues445,553 26.2 %353,061 1,163,315 14.4 %1,017,203 
Segment costs and expenses:
Employee compensation and benefits111,767 2.0 %109,566 324,062 (0.5)%325,748 
Programming124,747 1.5 %122,923 378,603 4.9 %360,749 
Other expenses48,354 5.8 %45,707 146,279 13.4 %128,981 
Total costs and expenses284,868 2.4 %278,196 848,944 4.1 %815,478 
Segment profit$160,685 $74,865 $314,371 55.8 %$201,725 

Revenues

Total Local Media revenues increased $92.5 million or 26% in the third quarter of 2024 and $146 million or 14% in the first nine months of 2024 when compared to prior periods. During this election year, political revenues increased $116 million in the third quarter of 2024 and $152 million in the first nine months of 2024 when compared to prior periods. Distribution revenues decreased $11.4 million or 5.7% in the third quarter of 2024 and increased $21.6 million or 3.9% in the first nine months of 2024 when compared to prior periods. During the first nine months of 2023, we completed renewal negotiations on distribution agreements covering about 75% of our subscriber households. Renewals on over 25% of subscriber households were completed at the end of the first quarter of 2023, renewals on an additional 20% of subscriber households were completed throughout the second quarter of 2023 and the remainder of the renewals were completed throughout the third quarter of 2023. In the quarter-to-date period, year-over-year rates remained flat, but mid-single-digit subscriber declines unfavorably impacted distribution revenues. In the year-to-date period, distribution revenues were favorably impacted by rate increases of 11% which were partially offset by mid-single-digit subscriber declines. Local Media revenues were also impacted by decreases in core advertising revenues of $13.0 million or 9.2% in the third quarter of 2024 and $28.3 million or 6.5% in the first nine months of 2024 when compared to prior periods, due in part to displacement from political advertising.

Costs and expenses

Employee compensation and benefits increased $2.2 million or 2.0% in the third quarter of 2024 compared to the third quarter of 2023 due to an increase in bonus compensation. Employee compensation and benefits decreased $1.7 million or 0.5% in the first nine months of 2024 when compared to the prior period as savings achieved through our restructuring efforts were partially offset by an increase in bonus compensation.

F-24


Programming expense increased $1.8 million or 1.5% in the third quarter of 2024 and $17.9 million or 4.9% in the first nine months of 2024 when compared to prior periods. Costs attributed to the Vegas Golden Knights and the Utah Hockey Club (formerly the Arizona Coyotes) sports rights agreements increased programming expense by $0.8 million and $12.0 million in the quarter-to-date and year-to-date periods, respectively. The remaining year-to-date increase in programming expense was due to a $5.8 million increase in network affiliation fees.

Other expenses increased $2.6 million or 5.8% in the third quarter of 2024 and $17.3 million or 13% in the first nine months of 2024 when compared to prior periods. Production costs increased $0.7 million and $5.7 million in the quarter-to-date and year-to-date periods, respectively, primarily driven by the costs associated with airing of games under our sports agreements. Additionally, professional services cost, primarily attributed to political sales activities, increased $2.3 million and $3.4 million in the quarter-to-date and year-to-date periods, respectively. The year-to-date increase was also due to higher advertising and promotion costs of $3.6 million.

Scripps Networks — Our Scripps Networks segment includes national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. The networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and digital distribution. Our Scripps Networks segment earns revenue primarily through the sale of advertising. The advertising received by our national networks can be subject to seasonal and cyclical variations and is most impacted by national economic conditions.
Operating results for our Scripps Networks segment were as follows:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024Change20232024Change2023
Total operating revenues$201,672 (6.4)%$215,393 $619,670 (6.5)%$663,095 
Segment costs and expenses:
Employee compensation and benefits31,364 2.4 %30,630 91,126 (3.5)%94,383 
Programming87,693 (4.1)%91,459 275,329 2.1 %269,543 
Other expenses40,554 (7.1)%43,643 123,753 (10.1)%137,639 
Total costs and expenses159,611 (3.7)%165,732 490,208 (2.3)%501,565 
Segment profit$42,061 (15.3)%$49,661 $129,462 (19.9)%$161,530 

Revenues

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $13.7 million or 6.4% in the third quarter of 2024 and $43.4 million or 6.5% in the first nine months of 2024 when compared to prior periods. Excluding the impact of the low-margin programmatic product we began to sunset in the second quarter of 2023, Scripps Networks revenues decreased 5.3% and 4.5% in the quarter-to-date and year-to-date periods, respectively. The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered. Lower ratings in our key monetized demographics unfavorably impacted Scripps Networks revenues by 10% and 8.4% in the quarter-to-date and year-to-date periods, respectively. Lower ratings were partially offset by an increase in advertising spots sold which increased revenues by 1.7% and 2.2% in the quarter-to-date and year-to-date periods, respectively.

Costs and expenses

Employee compensation and benefits increased $0.7 million or 2.4% in the third quarter of 2024 compared to the third quarter of 2023 due to an increase in bonus compensation. Employee compensation and benefits decreased $3.3 million or 3.5% for the first nine months of 2024 when compared to the prior period driven by the savings achieved through our restructuring efforts.

Programming expense decreased $3.8 million or 4.1% in the third quarter of 2024 and increased $5.8 million or 2.1% for the first nine months of 2024 when compared to prior periods. Costs attributed to the sports rights agreements with the Women's National Basketball Association and the National Women's Soccer League increased programming expense by $3.1 million in the third quarter of 2024 and $10.8 million for the first nine months of 2024 when compared to prior periods. Network programming decreased $4.4 million in the third quarter of 2024 and $7.3 million for the first nine months of 2024 when compared to prior periods.

F-25


Other expenses decreased $3.1 million or 7.1% in the third quarter of 2024 and $13.9 million or 10% for the first nine months of 2024 when compared to prior periods. Excluding the impact of the low-margin programmatic product we began to sunset in the second quarter of 2023, other expenses decreased 2.9% in the third quarter of 2024 and 2.0% for the first nine months of 2024, primarily driven by lower marketing and promotion costs.

Liquidity and Capital Resources

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facility. Our primary source of cash is generated from our ongoing operations and can be affected by various risk and uncertainties. At the end of September 30, 2024, we had $34.6 million of cash on hand and $403 million of additional borrowing capacity under our revolving credit facility. Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

Cash Flows

Nine Months Ended September 30,
(in thousands)20242023
Net cash provided by operating activities$212,389 $49,137 
Net cash used in investing activities(41,676)(44,731)
Net cash used in financing activities(171,390)(6,581)
Decrease in cash and cash equivalents$(677)$(2,175)

Cash flows from operating activities

Cash provided by operating activities increased $163 million in 2024 compared to 2023 driven by a $74.6 million year-over-year increase in segment profit, an $111 million increase in cash provided by changes in certain working capital accounts and a cash outlay decrease of $34.1 million for programming investments in excess of programming amortization, which were partially offset by a $25.4 million increase in income taxes paid and an increase of $7.8 million in cash interest paid. The increase in cash provided by changes in working capital accounts was primarily driven by advertising for political campaigns, which are generally paid in advance.

Cash flows from investing activities

Cash used in investing activities was $41.7 million in 2024 compared to $44.7 million in 2023. On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. This increase in cash provided by investing activities was more than offset by $58.9 million of capital expenditures in 2024. Capital expenditures in 2023 were $43.8 million.

Cash flows from financing activities

Cash used in financing activities was $171 million in 2024 compared to $6.6 million in 2023. As of September 30, 2024 and December 31, 2023, we had $175 million and $330 million, respectively, outstanding under the Revolving Credit Facility, resulting in net debt payments of $155 million during the first nine months of 2024. During the first nine months of 2023, we had net debt proceeds of $340 million, reflecting borrowings on our Revolving Credit Facility. On July 31, 2023, we borrowed $283 million on the Revolving Credit Facility to pay off the remaining principal balance of our term loan maturing in October 2024. Preferred stock dividends declared and paid were $36.0 million in the first nine months of 2023.

Debt

On July 31, 2023, we entered into the Eighth Amendment to the Third Amended Restated Credit Agreement ("Eighth Amendment"). Under the Eighth Amendment, we have a $585 million Revolving Credit Facility that matures on January 7, 2026. In connection with our credit agreement, we also have $1.3 billion of outstanding balance on our term loans as of September 30, 2024. The annual required principal payments on these term loans total $15.6 million and the earliest maturity date for any of the loans is May of 2026.

F-26


As of September 30, 2024, we also have $1.3 billion of senior notes outstanding. Senior secured notes totaling $523 million bear interest at a rate of 3.875% per annum and mature on January 15, 2029. Senior unsecured notes have a total outstanding principal balance of $818 million. The senior unsecured notes that mature on July 15, 2027 bear interest at 5.875% per annum and the senior unsecured notes that mature on January 15, 2031 bear interest at a rate of 5.375% per annum.
Debt Covenants

Our term loans and notes do not have maintenance covenants. The earliest maturity of our term loans and notes is the second quarter of 2026. The Eighth Amendment to our Revolving Credit Facility, which matures in the first quarter of 2026, permits a maximum leverage through December 31, 2024 of 5.0 times the two-year average earnings before interest, taxes, depreciation and amortization (EBITDA) as defined by our credit agreement. The maximum leverage covenant steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter. As of September 30, 2024, we were in compliance with our financial covenants.

Debt Repurchase Program

In February 2023, our Board of Directors provided a new repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026.

Equity

On January 7, 2021 we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share.
The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). Preferred stock dividends declared and paid in the first nine months of 2023 totaled $36.0 million. We did not declare or provide payment for any of the 2024 quarterly dividends. We currently have sufficient liquidity to pay the scheduled dividends on the preferred shares; however, this action provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt. At September 30, 2024, aggregated undeclared and unpaid cumulative dividends totaled $41.4 million. In connection with the issuance of the preferred shares, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.

Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

Other
During the remainder of 2024, we anticipate contributing an additional $0.5 million to fund the SERPs' benefit payments. We have met regulatory funding requirements for our qualified benefit pension plan and do not have a mandatory contribution in 2024.

Off-Balance Sheet Arrangements and Contractual Obligations
Off-Balance Sheet Arrangements
There have been no material changes to the off-balance sheet arrangements disclosed in our 2023 Annual Report on Form 10-K.

F-27


Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions that affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.

Note 1 to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used or changes in estimates that are likely to occur could materially change the financial statements. We believe the accounting for goodwill and indefinite-lived intangible assets and pension plans to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Annual Report on Form 10-K.

Recent Accounting Guidance
    Refer to Note 2. Recently Adopted and Issued Accounting Standards of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.







F-28


Quantitative and Qualitative Disclosures About Market Risk
Earnings and cash flow can be affected by, among other things, economic conditions and interest rate changes. We are also exposed to changes in the market value of our investments.
Our objectives in managing interest rate risk are to limit the impact of interest rate changes on our earnings and cash flows and to reduce overall borrowing costs. We may use derivative financial instruments to modify exposure to risks from fluctuations in interest rates. In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure, and we do not hold or enter into financial instruments for speculative trading purposes.
We are subject to interest rate risk associated with our credit agreement, as borrowings bear interest at the secured overnight financing rate ("SOFR") plus respective fixed margin spreads or spreads determined relative to our Company’s leverage ratio. Accordingly, the interest we pay on our borrowings is dependent on interest rate conditions and the timing of our financing needs. A 100 basis point increase in SOFR would increase annual interest expense on our variable rate borrowings by approximately $14.4 million.
The following table presents additional information about market-risk-sensitive financial instruments:
 As of September 30, 2024As of December 31, 2023
(in thousands)Cost
Basis
Fair
Value
Cost
Basis
Fair
Value
Financial instruments subject to interest rate risk:    
Revolving credit facility$175,000 $175,000 $330,000 $330,000 
Senior secured notes, due in 2029523,356 389,900 523,356 463,170 
Senior unsecured notes, due in 2027425,667 372,459 425,667 378,843 
Senior unsecured notes, due in 2031392,071 225,441 392,071 286,212 
Term loan, due in 2026723,116 705,038 728,825 727,914 
Term loan, due in 2028545,000 489,138 551,000 546,179 
Long-term debt, including current portion$2,784,210 $2,356,976 $2,950,919 $2,732,318 
Financial instruments subject to market value risk:    
Investments held at cost$21,308 (a)$21,169 (a)
(a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values. On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. We did not have any carrying value associated with our BMI investment. Other than our equity interest in BMI, we estimate the fair values of our other investments to approximate their carrying values at September 30, 2024 and December 31, 2023.

F-29


Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Scripps management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that:
1.pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
2.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and
3.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error, collusion and the improper overriding of controls by management. Accordingly, even effective internal control can only provide reasonable but not absolute assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the financial statements. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective.
There were no changes to the Company's internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
F-30

Exhibit 31.A
Section 302 Certifications

Certification

I, Adam P. Symson, certify that:

1.I have reviewed this report on Form 10-Q of The E.W. Scripps Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 5, 2024

BY: /s/ Adam P. Symson
Adam P. Symson
President and Chief Executive Officer
 




Exhibit 31.B
Section 302 Certifications

Certification

I, Jason Combs, certify that:

1.I have reviewed this report on Form 10-Q of The E.W. Scripps Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 5, 2024

BY: /s/ Jason Combs
Jason Combs
Executive Vice President and Chief Financial Officer  





 
 




Exhibit 32.A
Section 906 Certifications
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

I, Adam P. Symson, President and Chief Executive Officer of The E.W. Scripps Company (the “Company”), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2024 (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

BY: /s/ Adam P. Symson
 
Adam P. Symson
President and Chief Executive Officer
November 5, 2024






Exhibit 32.B
Section 906 Certifications

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

I, Jason Combs, Executive Vice President and Chief Financial Officer of The E.W. Scripps Company (the “Company”), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2024 (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

BY: /s/ Jason Combs
 
Jason Combs
Executive Vice President and Chief Financial Officer
November 5, 2024





v3.24.3
Cover Page
9 Months Ended
Sep. 30, 2024
shares
Document Information [Line Items]  
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Sep. 30, 2024
Document Transition Report false
Entity File Number 001-10701
Entity Registrant Name THE E.W. SCRIPPS COMPANY
Entity Incorporation, State or Country Code OH
Entity Tax Identification Number 31-1223339
Entity Address, Address Line One 312 Walnut Street
Entity Address, City or Town Cincinnati,
Entity Address, State or Province OH
Entity Address, Postal Zip Code 45202
City Area Code 513
Local Phone Number 977-3000
Title of 12(b) Security Class A Common Stock, par value $0.01 per share
Trading Symbol SSP
Security Exchange Name NASDAQ
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Accelerated Filer
Entity Emerging Growth Company false
Entity Small Business false
Entity Shell Company false
Amendment Flag false
Entity Central Index Key 0000832428
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q3
Common stock, Class A  
Document Information [Line Items]  
Entity Common Stock, Shares Outstanding 74,429,781
Common stock, Voting  
Document Information [Line Items]  
Entity Common Stock, Shares Outstanding 11,932,722
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 34,642 $ 35,319
Accounts receivable (less allowances — $5,992 and $5,041) 551,737 610,541
Miscellaneous 43,131 30,233
Total current assets 629,510 676,093
Investments 23,901 23,265
Property and equipment 460,117 455,255
Operating lease right-of-use assets 94,495 99,194
Goodwill 1,968,574 1,968,574
Other intangible assets 1,658,788 1,727,178
Programming 409,815 449,943
Miscellaneous 8,947 10,618
Total Assets 5,254,147 5,410,120
Current liabilities:    
Accounts payable 69,378 76,383
Unearned revenue 30,279 12,181
Current portion of long-term debt 15,612 15,612
Accrued liabilities:    
Employee compensation and benefits 76,364 60,869
Programming liability 165,883 171,860
Accrued interest 15,121 32,030
Miscellaneous 39,492 43,934
Other current liabilities 58,469 64,950
Total current liabilities 470,598 477,819
Long-term debt (less current portion) 2,737,126 2,896,824
Deferred income taxes 293,260 307,399
Operating lease liabilities 83,846 87,714
Other liabilities (less current portion) 450,099 484,181
Equity:    
Total preferred and common stock 417,142 415,397
Additional paid-in capital 1,448,875 1,438,518
Accumulated deficit (571,391) (622,222)
Accumulated other comprehensive loss, net of income taxes (75,408) (75,510)
Total equity 1,219,218 1,156,183
Total Liabilities and Equity 5,254,147 5,410,120
Preferred stock    
Equity:    
Preferred stock 0 0
Preferred stock, Series A    
Equity:    
Preferred stock 416,278 414,549
Common stock, Class A    
Equity:    
Common stock 745 729
Common stock, Voting    
Equity:    
Common stock $ 119 $ 119
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Allowance for doubtful accounts $ 5,992 $ 5,041
Redemption value of preferred stock $ 674,000  
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 25,000,000 25,000,000
Preferred stock, shares outstanding (in shares) 0 0
Preferred stock, Series A    
Preferred stock, par value (in dollars per share) $ 100,000 $ 100,000
Preferred stock, shares outstanding (in shares) 6,000 6,000
Preferred stock, shares issued (in shares) 6,000 6,000
Redemption value of preferred stock $ 673,823  
Common stock, Class A    
Common stock, shares authorized (in shares) 240,000,000 240,000,000
Common stock, shares issued (in shares) 74,429,781 72,843,881
Common stock, shares outstanding (in shares) 74,429,781 72,843,881
Common stock, Voting    
Common stock, shares authorized (in shares) 60,000,000 60,000,000
Common stock, shares issued (in shares) 11,932,722 11,932,722
Common stock, shares outstanding (in shares) 11,932,722 11,932,722
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating Revenues:        
Total operating revenues $ 646,300 $ 566,529 $ 1,781,393 $ 1,677,143
Operating Expenses:        
Cost of revenues, excluding depreciation and amortization 317,486 321,227 973,126 946,511
Selling, general and administrative expenses, excluding depreciation and amortization 154,781 147,849 452,006 448,997
Restructuring costs 12,665 4,705 18,653 29,208
Depreciation 15,811 15,100 46,081 45,290
Amortization of intangible assets 23,050 23,488 69,936 70,469
Impairment of goodwill 0 0 0 686,000
Losses (gains), net on disposal of property and equipment 727 1,066 717 2,320
Total operating expenses 524,520 513,435 1,560,519 2,228,795
Operating income (loss) 121,780 53,094 220,874 (551,652)
Interest expense (54,442) (56,916) (161,482) (158,029)
Defined benefit pension plan income 152 251 506 519
Miscellaneous, net 447 1,309 16,849 131
Income (loss) from operations before income taxes 67,937 (2,262) 76,747 (709,031)
Provision (benefit) for income taxes 20,161 1,391 25,916 (17,009)
Net income (loss) 47,776 (3,653) 50,831 (692,022)
Preferred stock dividends (14,743) (12,576) (43,552) (37,729)
Net income (loss) attributable to the shareholders of The E.W. Scripps Company $ 33,033 $ (16,229) $ 7,279 $ (729,751)
Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company (in dollars per share) $ 0.37 $ (0.19) $ 0.08 $ (8.67)
Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company (in dollars per share) $ 0.37 $ (0.19) $ 0.08 $ (8.67)
Advertising        
Operating Revenues:        
Total operating revenues $ 447,252 $ 355,167 $ 1,162,991 $ 1,078,369
Distribution        
Operating Revenues:        
Total operating revenues 191,772 203,859 593,931 571,320
Other        
Operating Revenues:        
Total operating revenues $ 7,276 $ 7,503 $ 24,471 $ 27,454
v3.24.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 47,776 $ (3,653) $ 50,831 $ (692,022)
Changes in defined benefit pension plans, net of tax of $10, $8, $32 and $24 29 25 87 75
Other 5 0 15 0
Total comprehensive income (loss) attributable to preferred and common stockholders $ 47,810 $ (3,628) $ 50,933 $ (691,947)
v3.24.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Tax on changes in defined benefit pension plans $ 10 $ 8 $ 32 $ 24
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flows from Operating Activities:    
Net income (loss) $ 50,831 $ (692,022)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:    
Depreciation and amortization 116,017 115,759
Impairment of goodwill 0 686,000
Losses (gains), net on disposal of property and equipment 717 2,320
Programming assets and liabilities 12,877 (21,266)
Restructuring impairment charges 0 14,685
Losses (gains) on sale of investments (18,018) 0
Deferred income taxes (14,171) (13,721)
Stock and deferred compensation plans 16,574 18,372
Pension contributions, net of income/expense (1,459) (1,492)
Other changes in certain working capital accounts, net 38,903 (72,567)
Miscellaneous, net 10,118 13,069
Net cash provided by operating activities 212,389 49,137
Cash Flows from Investing Activities:    
Additions to property and equipment (58,858) (43,811)
Purchase of investments (1,684) (940)
Proceeds from sale of investments 18,108 0
Miscellaneous, net 758 20
Net cash used in investing activities (41,676) (44,731)
Cash Flows from Financing Activities:    
Net borrowings (payments) under revolving credit facility (155,000) 340,000
Payments on long-term debt (11,709) (295,959)
Dividends paid on preferred stock 0 (36,000)
Tax payments related to shares withheld for vested stock and RSUs (1,814) (4,763)
Miscellaneous, net (2,867) (9,859)
Net cash used in financing activities (171,390) (6,581)
Decrease in cash and cash equivalents (677) (2,175)
Cash and cash equivalents:    
Beginning of year 35,319 18,027
End of period 34,642 15,852
Supplemental Cash Flow Disclosures    
Interest paid 169,123 161,370
Income taxes paid 51,302 25,932
Non-cash investing information    
Accrued capital expenditures $ 770 $ 397
v3.24.3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($)
$ in Thousands
Total
Preferred Stock
Common Stock
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss) ("AOCI")
Equity, beginning balance at Dec. 31, 2022 $ 2,130,825 $ 412,244 $ 836 $ 1,444,501 $ 350,715 $ (77,471)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Comprehensive income (loss) (691,947)       (692,022) 75
Preferred stock dividends (36,000) 1,729     (37,729)  
Compensation plans: net shares issued [1] 13,797   10 13,787    
Equity, ending balance at Sep. 30, 2023 1,416,675 413,973 846 1,458,288 (379,036) (77,396)
Equity, beginning balance at Jun. 30, 2023 1,428,189 413,397 845 1,454,175 (362,807) (77,421)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Comprehensive income (loss) (3,628)       (3,653) 25
Preferred stock dividends (12,000) 576     (12,576)  
Compensation plans: net shares issued [2] 4,114   1 4,113    
Equity, ending balance at Sep. 30, 2023 1,416,675 413,973 846 1,458,288 (379,036) (77,396)
Equity, beginning balance at Dec. 31, 2023 1,156,183 414,549 848 1,438,518 (622,222) (75,510)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Comprehensive income (loss) 50,933       50,831 102
Preferred stock dividends 0 1,729   (1,729)    
Compensation plans: net shares issued [3] 12,102   16 12,086    
Equity, ending balance at Sep. 30, 2024 1,219,218 416,278 864 1,448,875 (571,391) (75,408)
Equity, beginning balance at Jun. 30, 2024 1,168,185 415,702 861 1,446,231 (619,167) (75,442)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Comprehensive income (loss) 47,810       47,776 34
Preferred stock dividends 0 576   (576)    
Compensation plans: net shares issued [4] 3,223   3 3,220    
Equity, ending balance at Sep. 30, 2024 $ 1,219,218 $ 416,278 $ 864 $ 1,448,875 $ (571,391) $ (75,408)
[1] Net of tax payments related to shares withheld for vested RSUs of $4,763 for the nine months ended September 30, 2023.
[2] Net of tax payments related to shares withheld for vested RSUs of $109 for the three months ended September 30, 2023.
[3] Net of tax payments related to shares withheld for vested RSUs of $1,814 for the nine months ended September 30, 2024.
[4] Net of tax payments related to shares withheld for vested RSUs of $29 for the three months ended September 30, 2024.
v3.24.3
Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]        
Preferred stock, accretion of issuance costs $ 576 $ 576 $ 1,729 $ 1,729
Preferred stock dividends (in dollars per share)   $ 2,000   $ 6,000
Net shares issued on compensation plans (in shares) 244,655 141,926 1,585,900 1,038,343
Tax payments related to shares withheld for vested stock and RSUs $ 29 $ 109 $ 1,814 $ 4,763
v3.24.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
As used in the Notes to Condensed Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole.
Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2023 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.
Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year.
Principles of Consolidation — The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities ("VIEs") for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. All intercompany transactions and account balances have been eliminated in consolidation.

Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.
Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national news and entertainment networks. All of our businesses also have digital presences across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume content. Our media businesses are organized into the following reportable business segments: Local Media, Scripps Networks and Other. Additional information for our business segments is presented in Note 11. Segment Information.

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

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plan; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks.
While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.
Nature of Products and Services — The following is a description of principal activities from which we generate revenue.
Core Advertising Core advertising is comprised of sales to local and national businesses. The advertising includes a combination of broadcast spots as well as digital and connected TV advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Local advertising time is sold by each station's local sales staff who call upon advertising agencies and local businesses. National advertising time is generally sold by calling upon advertising agencies. Digital revenues are primarily generated from the sale of
advertising to local and national customers on our business websites, tablet and mobile products, over-the-top apps and other platforms.
Political Advertising Political advertising is generally sold through our Washington, D.C. sales office. Advertising is sold to presidential, gubernatorial, U.S. Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) and other advocacy groups.
Distribution Revenues We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our local broadcast signals. These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has in our markets and the contracted rate per subscriber.
Refer to Note 11. Segment Information for further information, including revenue by significant product and service offering.
Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers.
Advertising Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied.
Distribution Our primary source of distribution revenue is from retransmission consent contracts with MVPDs. Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD.
Cost of Revenues — Cost of revenues reflects the cost of providing our broadcast signals, programming and other content to respective distribution platforms. The costs captured within the cost of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs.
Contract Balances — Timing of revenue recognition may differ from the timing of cash collection from customers. We record a receivable when revenue is recognized prior to cash receipt, or unearned revenue when cash is collected in advance of revenue being recognized.
Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services.
The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We estimate the allowance based on expected credit losses, including our historical experience of actual losses and known troubled accounts. The allowance for doubtful accounts totaled $6.0 million at September 30, 2024 and $5.0 million at December 31, 2023.
We record unearned revenue when cash payments are received in advance of our performance, including amounts which are refundable. We generally require amounts payable under advertising contracts with political advertising customers to be paid in advance. Unearned revenue totaled $30.3 million at September 30, 2024 and substantially all is expected to be recognized within revenue or refunded over the next 12 months. Unearned revenue totaled $12.2 million at December 31, 2023. We recorded $7.3 million of revenue in the nine months ended September 30, 2024 that was included in unearned revenue at December 31, 2023.

Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our Condensed Consolidated Balance Sheets. Finance leases are included in property and equipment and other long-term liabilities in our Condensed Consolidated Balance Sheets.
Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Our lease assets also include any payments made at or before commencement and are reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2023 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors.
Share-based compensation costs totaled $2.8 million and $3.5 million for the third quarter of 2024 and 2023, respectively. Year-to-date share-based compensation costs totaled $12.4 million and $16.1 million in 2024 and 2023, respectively.
Earnings Per Share (“EPS”) — Unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities.

The following table presents information about basic and diluted weighted-average shares outstanding:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Numerator (for basic and diluted earnings per share)
Net income (loss)$47,776 $(3,653)$50,831 $(692,022)
Less income allocated to RSUs(1,223)— (280)— 
Less preferred stock dividends(14,743)(12,576)(43,552)(37,729)
Numerator for basic and diluted earnings per share$31,810 $(16,229)$6,999 $(729,751)
Denominator
Basic weighted-average shares outstanding86,067 84,433 85,546 84,162 
Effect of dilutive securities— — — — 
Diluted weighted-average shares outstanding86,067 84,433 85,546 84,162 

The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share to the extent the related performance criteria are met through the respective balance sheet reporting date. As of September 30, 2024, potential dilutive securities representing 1.1 million shares were excluded from the computation of diluted earnings per share as the related performance criteria were not yet met, although the Company expects to meet various levels of criteria in the future.
For the three and nine month periods ended September 30, 2023, we incurred a net loss to shareholders and the inclusion of RSUs would be anti-dilutive. The September 30, 2023 diluted EPS calculations exclude the effect from 3.4 million outstanding RSUs that were anti-dilutive. The September 30, 2024 and 2023 basic and dilutive EPS calculations also exclude the impact of the common stock warrant as the effect would be anti-dilutive.
v3.24.3
Recently Adopted and Issued Accounting Standards
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Recently Adopted and Issued Accounting Standards Recently Adopted and Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board ("FASB") issued new guidance that modifies the rules on income tax disclosures. The guidance requires entities to disclose: (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for our annual periods beginning in 2025, with early adoption permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. We are currently assessing the impact of this new guidance on our disclosures.

In November 2023, the FASB issued new guidance which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for our annual period beginning in fiscal year 2024 and interim periods beginning in the first quarter of 2025. Early adoption is permitted. The guidance will be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently assessing the impact of this new guidance on our disclosures.
v3.24.3
Restructuring Costs and Other Transactions
9 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Restructuring Costs and Other Transactions Restructuring Costs and Other Transactions
Restructuring and Reorganization

In January 2023, we announced a strategic restructuring and reorganization of the Company to further leverage our strong position in the U.S. television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces. The strategic reorganization, which was substantially completed by the end of the 2024 second quarter, created a leaner and more agile operating structure through the centralization of certain services and the consolidation of layers of management across our operating businesses and corporate office.

On September 27, 2024, we announced we will significantly reduce Scripps News' national network programming after November 15, 2024. Scripps News will no longer broadcast over the air, although it will remain on streaming and digital platforms with weekday live coverage from the field. We expect these restructuring activities will result in the elimination of more than 200 jobs during the remainder of 2024.

Restructuring costs in the third quarter of 2024 and 2023 totaled $12.7 million and $4.7 million, respectively. Year-to-date restructuring costs totaled $18.7 million and $29.2 million in 2024 and 2023, respectively. In the third quarter of 2024, we incurred $10.9 million in severance charges related to the significant reduction of Scripps News' national news programming. Remaining restructuring costs in 2024 include severance charges and outside consulting fees associated with the strategic reorganization efforts. Year-to-date 2023 costs included a $13.6 million first quarter charge related to the write-down of certain programming assets in connection with the shutdown of the TrueReal network. Additionally, year-to-date 2023 restructuring costs also included employee severance related charges of $8.9 million, operating lease impairment charges of $1.1 million and other restructuring charges primarily attributed to strategic reorganization consulting fees.
Nine Months Ended
September 30, 2024 and 2023
(in thousands)
Severance and Employee BenefitsOther Restructuring ChargesTotal
Liability as of December 31, 2023
$6,735 $1,430 $8,165 
   Net charges17,553 1,100 18,653 
   Payments(11,554)(1,698)(13,252)
   Non-cash (a)
— — — 
Liability as of September 30, 2024
$12,734 $832 $13,566 

Liability as of December 31, 2022
$— $— $— 
   Net charges8,887 20,321 29,208 
   Payments(5,001)(4,441)(9,442)
   Non-cash (a)
(593)(14,685)(15,278)
Liability as of September 30, 2023
$3,293 $1,195 $4,488 
(a) Represents share-based compensation costs and asset write-downs included in restructuring charges.

Other Transactions

On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. We did not have any carrying value associated with our BMI investment. This gain was included in Miscellaneous, net for the nine months ended September 30, 2024.
In the third quarter of 2024, we signed letters of intent for the sale of our West Palm Beach station's building and San Diego tower site. We expect to receive $60 million of total cash consideration from these proposed sales. The San Diego tower site transaction is expected to close in the fourth quarter of 2024 and the West Palm Beach transaction is expected to close in the first quarter of 2025. As a result of these transactions, we also expect to enter into leasing agreements related to these assets.
v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
We file a consolidated federal income tax return, consolidated unitary tax returns in certain states and other separate state income tax returns for our subsidiary companies.

The income tax provision for interim periods is determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income (loss) before income tax for the full year and the jurisdictions in which we expect that income will be taxed.

The effective income tax rate for the nine months ended September 30, 2024 and 2023 was 34% and 2.4%, respectively. The comparability of our year-over-year effective tax rate is affected by the write-off of Scripps Networks goodwill in 2023, the majority of which was non-deductible. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($3.9 million expense in 2024 and $1.4 million expense in 2023), state deferred rate changes ($2.1 million expense in 2024 and $1.1 million benefit in 2023) and state NOL valuation allowance changes. Additionally, the 2023 year-to-date income tax provision was impacted by a net discrete tax provision benefit of $16.9 million related to book impairment of tax deductible goodwill recognized in the second quarter of 2023.

We recognize state NOL carryforwards as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance.
v3.24.3
Leases
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Leases Leases
We have operating leases for office space, data centers and certain equipment. We also have finance leases for office space. Our leases have lease terms of 1 year to 34 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. Operating lease costs recognized in our Condensed Consolidated Statements of Operations for the three months ended September 30, 2024 and 2023 totaled $5.4 million and $6.4 million, respectively, including short-term lease costs of $1.2 million for both the three months ended September 30, 2024 and 2023. Year-to-date September 30, 2024 and 2023 operating lease costs totaled $17.2 million and $19.7 million, respectively, including short-term lease costs of $3.9 million and $2.5 million, respectively. Amortization of the right-of-use asset for our finance leases totaled $0.2 million for both the three months ended September 30, 2024 and 2023 and $0.6 million for both the nine months ended September 30, 2024 and 2023. Interest expense on the finance leases liability totaled $0.5 million for both the three months ended September 30, 2024 and 2023. Year-to-date interest expense on the finance leases liability totaled $1.6 million for both the nine months ended September 30, 2024 and 2023.

Other information related to our leases was as follows:
(in thousands, except lease term and discount rate)As of 
September 30, 
2024
As of 
December 31, 
2023
Balance Sheet Information
Operating Leases
Right-of-use assets$94,495 $99,194 
Other current liabilities18,377 19,466 
Operating lease liabilities 83,846 87,714 
Finance Leases
Property and equipment, at cost28,321 28,321 
Accumulated depreciation1,459 862 
Property and equipment, net26,862 27,459 
Other liabilities30,909 30,146 
Weighted Average Remaining Lease Term
Operating leases 7.48 years7.41 years
Finance leases33.75 years34.50 years
Weighted Average Discount Rate
Operating leases 4.99 %4.43 %
Finance leases7.10 %7.10 %

Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$5,243 $6,740 $16,435 $19,448 
Operating cash flows from finance leases438 213 864 213 
Financing cash flows from finance leases— — — — 
Right-of-use assets obtained in exchange for operating lease obligations2,764 1,736 12,859 4,175 
Right-of-use assets obtained in exchange for finance lease obligations— — — — 
Future minimum lease payments under non-cancellable leases as of September 30, 2024 were as follows:
(in thousands)Operating
Leases
Finance
Leases
Remainder of 2024$6,024 $438 
202523,037 1,776 
202620,992 1,824 
202717,889 1,875 
202814,582 1,926 
Thereafter40,860 90,124 
  Total future minimum lease payments123,384 97,963 
Less: Imputed interest(21,161)(67,054)
    Total$102,223 $30,909 
Leases Leases
We have operating leases for office space, data centers and certain equipment. We also have finance leases for office space. Our leases have lease terms of 1 year to 34 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. Operating lease costs recognized in our Condensed Consolidated Statements of Operations for the three months ended September 30, 2024 and 2023 totaled $5.4 million and $6.4 million, respectively, including short-term lease costs of $1.2 million for both the three months ended September 30, 2024 and 2023. Year-to-date September 30, 2024 and 2023 operating lease costs totaled $17.2 million and $19.7 million, respectively, including short-term lease costs of $3.9 million and $2.5 million, respectively. Amortization of the right-of-use asset for our finance leases totaled $0.2 million for both the three months ended September 30, 2024 and 2023 and $0.6 million for both the nine months ended September 30, 2024 and 2023. Interest expense on the finance leases liability totaled $0.5 million for both the three months ended September 30, 2024 and 2023. Year-to-date interest expense on the finance leases liability totaled $1.6 million for both the nine months ended September 30, 2024 and 2023.

Other information related to our leases was as follows:
(in thousands, except lease term and discount rate)As of 
September 30, 
2024
As of 
December 31, 
2023
Balance Sheet Information
Operating Leases
Right-of-use assets$94,495 $99,194 
Other current liabilities18,377 19,466 
Operating lease liabilities 83,846 87,714 
Finance Leases
Property and equipment, at cost28,321 28,321 
Accumulated depreciation1,459 862 
Property and equipment, net26,862 27,459 
Other liabilities30,909 30,146 
Weighted Average Remaining Lease Term
Operating leases 7.48 years7.41 years
Finance leases33.75 years34.50 years
Weighted Average Discount Rate
Operating leases 4.99 %4.43 %
Finance leases7.10 %7.10 %

Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$5,243 $6,740 $16,435 $19,448 
Operating cash flows from finance leases438 213 864 213 
Financing cash flows from finance leases— — — — 
Right-of-use assets obtained in exchange for operating lease obligations2,764 1,736 12,859 4,175 
Right-of-use assets obtained in exchange for finance lease obligations— — — — 
Future minimum lease payments under non-cancellable leases as of September 30, 2024 were as follows:
(in thousands)Operating
Leases
Finance
Leases
Remainder of 2024$6,024 $438 
202523,037 1,776 
202620,992 1,824 
202717,889 1,875 
202814,582 1,926 
Thereafter40,860 90,124 
  Total future minimum lease payments123,384 97,963 
Less: Imputed interest(21,161)(67,054)
    Total$102,223 $30,909 
v3.24.3
Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
Goodwill consisted of the following:
(in thousands)Local MediaScripps NetworksOtherTotal
Gross balance as of December 31, 2023$1,122,408 $2,028,890 $7,190 $3,158,488 
Accumulated impairment losses(216,914)(973,000)— (1,189,914)
Net balance as of December 31, 2023$905,494 $1,055,890 $7,190 $1,968,574 
Gross balance as of September 30, 2024$1,122,408 $2,028,890 $7,190 $3,158,488 
Accumulated impairment losses(216,914)(973,000)— (1,189,914)
Net balance as of September 30, 2024$905,494 $1,055,890 $7,190 $1,968,574 

Other intangible assets consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Amortizable intangible assets:
Carrying amount:
Television affiliation relationships$1,060,244 $1,060,244 
Customer lists and advertiser relationships220,997 220,997 
Other137,997 136,452 
Total carrying amount1,419,238 1,417,693 
Accumulated amortization:
Television affiliation relationships(316,716)(276,163)
Customer lists and advertiser relationships(150,417)(132,161)
Other(72,732)(61,606)
Total accumulated amortization(539,865)(469,930)
Net amortizable intangible assets879,373 947,763 
Indefinite-lived intangible assets — FCC licenses779,415 779,415 
Total other intangible assets$1,658,788 $1,727,178 
Estimated amortization expense of intangible assets for each of the next five years is $23.3 million for the remainder of 2024, $90.4 million in 2025, $86.3 million in 2026, $83.2 million in 2027, $62.0 million in 2028, $62.0 million in 2029 and $472.2 million in later years.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually and any time events occur or changes in circumstances indicate it is more likely than not the fair value of a reporting unit, or respective indefinite-lived intangible asset, is below its carrying value. Such events or changes in circumstances include, but are not limited to, changes in business climate, sustained declines in the price of our stock, or other factors resulting in lower cash flow related to such assets. If the carrying amount exceeds its fair value, then an impairment loss is recognized. The reporting unit valuations used to test goodwill and intangible assets for impairment are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, market growth rates, competitive activities, cost containment, margin expansion and strategic business plans (inputs of which are categorized as Level 3 under the fair value hierarchy). Additionally, future changes in these assumptions and estimates with respect to long-term growth rates and discount rates or future cash flow projections, could result in significantly different estimates of the fair values.

During the second quarter of 2023, we determined it was likely that the fair value of our Scripps Networks reporting unit may be below its carrying value at June 30, 2023. Following completion of our second quarter 2023 testing, we recognized a $686 million non-cash goodwill impairment charge.

Upon completing our annual impairment test in the fourth quarter of 2023, we determined that the fair value of our Local Media reporting unit exceeded its carrying value by more than 20% and that an additional $266 million goodwill impairment charge was necessary for the Scripps Networks reporting unit. Given that the fair value of the Scripps Networks reporting unit currently approximates carrying value, this reporting unit is more sensitive to changes in assumptions regarding its fair value. While we believe the estimates and judgments used in determining the fair values were appropriate, these estimates of fair value assume certain levels of growth for the business, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill in future periods. For example, a 50 basis point increase in the discount rate would reduce the fair value of the Scripps Networks reporting unit by approximately $90 million.
v3.24.3
Long-Term Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Revolving credit facility$175,000 $330,000 
Senior secured notes, due in 2029523,356 523,356 
Senior unsecured notes, due in 2027425,667 425,667 
Senior unsecured notes, due in 2031392,071 392,071 
Term loan, due in 2026723,116 728,825 
Term loan, due in 2028545,000 551,000 
    Total outstanding principal2,784,210 2,950,919 
Less: Debt issuance costs and issuance discounts(31,472)(38,483)
Less: Current portion(15,612)(15,612)
   Net carrying value of long-term debt$2,737,126 $2,896,824 
Fair value of long-term debt *$2,356,976 $2,732,318 
* The fair values of debt are estimated based on either quoted private market transactions or observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy.

Scripps Senior Secured Credit Agreement

On July 31, 2023, we entered into the Eighth Amendment to the Third Amended Restated Credit Agreement ("Eighth Amendment"). Under the terms of the Eighth Amendment, we have a $585 million Revolving Credit Facility that matures on January 7, 2026. Commitment fees of 0.30% to 0.50% per annum, based on our leverage ratio, of the total unused commitment are payable under the Revolving Credit Facility. Interest is payable on the Revolving Credit Facility at rates based on the secured overnight financing rate ("SOFR"), plus a margin based on our leverage ratio, ranging from 1.75% to 2.75%. As of September 30, 2024, we had $175 million outstanding under the Revolving Credit Facility with an interest rate of 7.71%. The weighted-average interest rate over the period during which we had a drawn revolver balance in 2024 was 8.17%. As of September 30, 2024 and December 31, 2023, we had outstanding letters of credit totaling $6.9 million and $6.7 million, respectively, under the Revolving Credit Facility.

On October 2, 2017, we issued a $300 million term loan B which was due to mature in October 2024 ("2024 term loan"). On July 31, 2023, we borrowed $283 million on the Revolving Credit Facility to pay off the remaining principal balance of the 2024 term loan. The weighted-average interest rate on the 2024 term loan was 7.22% for the period the loan was outstanding during 2023.

On May 1, 2019, we issued a $765 million term loan B ("2026 term loan") that matures in May 2026. Interest is currently payable on the 2026 term loan at a rate based on SOFR, plus a fixed margin of 2.56%. The 2026 term loan requires annual principal payments of $7.6 million. Deferred financing costs and original issuance discount totaled approximately $23.0 million with this term loan, which are being amortized over the life of the loan.

As of September 30, 2024 and December 31, 2023, the interest rate on the 2026 term loan was 7.52% and 8.03%, respectively. The weighted-average interest rate on the 2026 term loan was 7.98% and 7.93% for the nine months ended September 30, 2024 and 2023, respectively.

On January 7, 2021, we issued an $800 million term loan B ("2028 term loan") that matures in January 2028. Interest is currently payable on the 2028 term loan at a rate based on SOFR, plus a fixed margin of 3.00%. Additionally, the credit agreement states the SOFR rate could not be less than 0.75% for our term loans that mature in 2026 and 2028. The 2028 term loan requires annual principal payments of $8.0 million. We incurred deferred financing costs totaling $23.4 million related to this term loan and a previous amendment to the Revolving Credit Facility, which are being amortized over the life of the term loan.

As of September 30, 2024 and December 31, 2023, the interest rate on the 2028 term loan was 7.96% and 8.47%, respectively. The weighted-average interest rate on the 2028 term loan was 8.42% and 8.21% for the nine months ended September 30, 2024 and 2023, respectively.

The Senior Secured Credit Agreement contains covenants that limit our ability to incur additional debt and provides for restrictions on certain payments (dividends and share repurchases). Additionally, we must be in compliance with certain leverage ratios in order to proceed with acquisitions. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables and equipment. The Eighth Amendment contains a covenant to comply with a maximum first lien net leverage ratio when we have outstanding borrowings on the Revolving Credit Facility. Through December 31, 2024, we must comply with a maximum first lien net leverage ratio of 5.0 to 1.0, at which point it steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter. As of September 30, 2024, we were in compliance with our financial covenants.

2029 Senior Secured Notes

On December 30, 2020, we issued $550 million of senior secured notes (the "2029 Senior Notes"), which bear interest at a rate of 3.875% per annum and mature on January 15, 2029. The 2029 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15. Prior to January 15, 2026, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2029 Senior Notes may require us to repurchase some or all of the notes. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. The 2029 Senior Notes are guaranteed by us and the majority of our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement. The notes are secured, on a first lien basis, from pledges of equity interests in our subsidiaries and by substantially all of the existing and future assets of Scripps. The 2029 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $13.8 million of deferred financing costs in connection with the issuance of the 2029 Senior Notes, which are being amortized over the life of the notes.

2027 Senior Unsecured Notes

On July 26, 2019, we issued $500 million of senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on July 15, 2027 ("the 2027 Senior Notes"). The 2027 Senior Notes were priced at 100% of par value and interest is payable semi-annually on July 15 and January 15. We may redeem the notes before July 15, 2025, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes. The 2027 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. There are no registration rights associated with the 2027 Senior Notes.

We incurred approximately $10.7 million of deferred financing costs in connection with the issuance of the 2027 Senior Notes, which are being amortized over the life of the notes.

2031 Senior Unsecured Notes

On December 30, 2020, we issued $500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375% per annum and mature on January 15, 2031. The 2031 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15. We may redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 15, 2026 and before January 15, 2029, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2031 Senior Notes may require us to repurchase some or all of the notes. The 2031 Senior Notes are also guaranteed by us and the majority our subsidiaries. The 2031 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $12.5 million of deferred financing costs in connection with the issuance of the 2031 Senior Notes, which are being amortized over the life of the notes.

Debt Repurchase Authorization

In February 2023, our Board of Directors provided a new debt repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026.

Debt Repurchase Transactions

On July 31, 2023, we paid off the remaining $283 million principal balance of the 2024 term loan and wrote-off $0.4 million of deferred financing costs related to this term loan to interest expense.
v3.24.3
Other Liabilities
9 Months Ended
Sep. 30, 2024
Other Liabilities Disclosure [Abstract]  
Other Liabilities Other Liabilities
Other liabilities consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Employee compensation and benefits$30,267 $29,249 
Deferred FCC repack income38,766 41,863 
Programming liability244,910 274,564 
Liability for pension benefits71,984 73,651 
Liabilities for uncertain tax positions17,439 16,334 
Finance leases30,909 30,146 
Other15,824 18,374 
Other liabilities (less current portion)$450,099 $484,181 
v3.24.3
Supplemental Cash Flow Information
9 Months Ended
Sep. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information Supplemental Cash Flow Information
The following table presents additional information about the change in certain working capital accounts:
Nine Months Ended 
September 30,
(in thousands)20242023
Accounts receivable$58,804 $(995)
Other current assets(12,898)(38,783)
Accounts payable(15,576)(19,524)
Accrued employee compensation and benefits12,363 12,339 
Accrued interest(16,909)(16,601)
Other accrued liabilities110 (7,943)
Unearned revenue18,098 530 
Other, net(5,089)(1,590)
Total$38,903 $(72,567)
v3.24.3
Employee Benefit Plans
9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Employee Benefit Plans Employee Benefit Plans
We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). The accrual for future benefits has been frozen in our defined benefit pension plan and SERPs.

We sponsor a defined contribution plan covering substantially all non-union and certain union employees. We match a portion of employees' voluntary contributions to this plan.
Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans.
The components of the employee benefit plan expense consisted of the following:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Interest cost$5,628 $5,814 $16,833 $17,684 
Expected return on plan assets, net of expenses(6,018)(6,302)(18,054)(18,915)
Amortization of actuarial loss and prior service cost14 14 
Total for defined benefit pension plan(385)(483)(1,207)(1,217)
SERPs233 232 701 698 
Defined contribution plan3,845 3,530 12,786 12,125 
Net periodic benefit cost$3,693 $3,279 $12,280 $11,606 

We contributed $0.9 million to fund current benefit payments for our SERPs during the nine months ended September 30, 2024. During the remainder of 2024, we anticipate contributing an additional $0.5 million to fund the SERPs' benefit payments. We have met regulatory funding requirements for our qualified benefit pension plan and do not have a mandatory contribution in 2024.
v3.24.3
Segment Information
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
We determine our business segments based upon our management and internal reporting structures, as well as the basis on which our chief operating decision maker makes resource-allocation decisions.
Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 11 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.

Our Scripps Networks segment includes national news outlets Scripps News and Court TV as well as popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. The Scripps Networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and digital distribution. These operations earn revenue primarily through the sale of advertising.
Our respective business segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks. We also allocate a portion of certain corporate costs and expenses, including accounting, human resources, employee benefit and information technology to our business segments. These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.
The other segment caption aggregates our operating segments that are too small to report separately. Costs for centrally provided services and certain corporate costs that are not allocated to the business segments are included in shared services and corporate costs. These unallocated corporate costs would also include the costs associated with being a public company. Corporate assets are primarily cash and cash equivalents, property and equipment primarily used for corporate purposes and deferred income taxes.

Our chief operating decision maker evaluates the operating performance of our business segments and makes decisions about the allocation of resources to our business segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.
Information regarding our business segments is as follows:
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Segment operating revenues:
Local Media$445,553 $353,061 $1,163,315 $1,017,203 
Scripps Networks201,672 215,393 619,670 663,095 
Other3,843 2,620 12,702 10,149 
Intersegment eliminations(4,768)(4,545)(14,294)(13,304)
Total operating revenues$646,300 $566,529 $1,781,393 $1,677,143 
Segment profit (loss):
Local Media$160,685 $74,865 $314,371 $201,725 
Scripps Networks42,061 49,661 129,462 161,530 
Other(7,744)(6,263)(23,377)(14,074)
Shared services and corporate(20,969)(20,810)(64,195)(67,546)
Restructuring costs(12,665)(4,705)(18,653)(29,208)
Depreciation and amortization of intangible assets(38,861)(38,588)(116,017)(115,759)
Impairment of goodwill— — — (686,000)
Gains (losses), net on disposal of property and equipment(727)(1,066)(717)(2,320)
Interest expense(54,442)(56,916)(161,482)(158,029)
Defined benefit pension plan income152 251 506 519 
Miscellaneous, net447 1,309 16,849 131 
Income (loss) from operations before income taxes$67,937 $(2,262)$76,747 $(709,031)
Depreciation:
Local Media$10,842 $9,881 $31,028 $29,521 
Scripps Networks4,698 4,892 14,242 14,558 
Other56 47 186 137 
Shared services and corporate215 280 625 1,074 
Total depreciation$15,811 $15,100 $46,081 $45,290 
Amortization of intangible assets:
Local Media$8,550 $8,980 $26,211 $26,941 
Scripps Networks12,838 13,009 38,791 39,027 
Other450 447 1,346 1,345 
Shared services and corporate1,212 1,052 3,588 3,156 
Total amortization of intangible assets$23,050 $23,488 $69,936 $70,469 
Additions to property and equipment:
Local Media$7,474 $15,123 $40,878 $36,530 
Scripps Networks4,393 1,225 10,847 3,920 
Other175 — 902 34 
Shared services and corporate1,409 495 1,870 1,469 
Total additions to property and equipment$13,451 $16,843 $54,497 $41,953 
A disaggregation of the principal activities from which we generate revenue is as follows:
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Operating revenues:
Core advertising$315,849 $346,037 $986,141 $1,061,868 
Political131,403 9,130 176,850 16,501 
Distribution191,772 203,859 593,931 571,320 
Other7,276 7,503 24,471 27,454 
Total operating revenues$646,300 $566,529 $1,781,393 $1,677,143 
v3.24.3
Capital Stock
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Capital Stock Capital Stock
Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.
On January 7, 2021, we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). As long as the Company pays quarterly dividends in cash on the preferred shares, the dividend rate will be 8% per annum. Preferred stock dividends declared and paid were $36.0 million during the first nine months of 2023.
If dividends on the preferred shares, which compound quarterly, are not paid in full in cash, the rate will increase to 9% per annum for the remaining period of time that the preferred shares are outstanding. We did not declare or provide payment for any of the 2024 quarterly dividends. At September 30, 2024, aggregated undeclared and unpaid cumulative dividends totaled $41.4 million and the redemption value of the preferred stock totaled $674 million.
Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.
Class A Common Shares Stock Warrant — In connection with the issuance of the preferred shares, Berkshire Hathaway, Inc. ("Berkshire Hathaway") also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share. The warrant is exercisable at the holder's option at any time or from time to time, in whole or in part, until the first anniversary of the date on which no preferred shares remain outstanding.
v3.24.3
Accumulated Other Comprehensive Income (Loss)
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows:

Three Months Ended September 30, 2024
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, June 30, 2024$(75,189)$(253)$(75,442)
Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $10(a)
29 34 
Net current-period other comprehensive income (loss)29 34 
Ending balance, September 30, 2024$(75,160)$(248)$(75,408)

Three Months Ended September 30, 2023
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, June 30, 2023$(77,277)$(144)$(77,421)
Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $8 (a)
25 — 25 
Net current-period other comprehensive income (loss)25 — 25 
Ending balance, September 30, 2023$(77,252)$(144)$(77,396)

Nine Months Ended September 30, 2024
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, December 31, 2023$(75,247)$(263)$(75,510)
Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $32(a)
87 15 102 
Net current-period other comprehensive income (loss)87 15 102 
Ending balance, September 30, 2024$(75,160)$(248)$(75,408)

Nine Months Ended September 30, 2023
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, December 31, 2022$(77,327)$(144)$(77,471)
Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $24(a)
75 — 75 
Net current-period other comprehensive income (loss)75 — 75 
Ending balance, September 30, 2023$(77,252)$(144)$(77,396)
(a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2023 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.
Principles of Consolidation
Principles of Consolidation — The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities ("VIEs") for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. All intercompany transactions and account balances have been eliminated in consolidation.

Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.
Nature of Operations
Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national news and entertainment networks. All of our businesses also have digital presences across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume content. Our media businesses are organized into the following reportable business segments: Local Media, Scripps Networks and Other. Additional information for our business segments is presented in Note 11. Segment Information.
Use of Estimates
Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions.

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plan; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks.
While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.
Nature of Products and Services
Nature of Products and Services — The following is a description of principal activities from which we generate revenue.
Core Advertising Core advertising is comprised of sales to local and national businesses. The advertising includes a combination of broadcast spots as well as digital and connected TV advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Local advertising time is sold by each station's local sales staff who call upon advertising agencies and local businesses. National advertising time is generally sold by calling upon advertising agencies. Digital revenues are primarily generated from the sale of
advertising to local and national customers on our business websites, tablet and mobile products, over-the-top apps and other platforms.
Political Advertising Political advertising is generally sold through our Washington, D.C. sales office. Advertising is sold to presidential, gubernatorial, U.S. Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) and other advocacy groups.
Distribution Revenues We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our local broadcast signals. These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has in our markets and the contracted rate per subscriber.
Revenue Recognition, Cost of Revenues and Contract Balances
Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers.
Advertising Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied.
Distribution Our primary source of distribution revenue is from retransmission consent contracts with MVPDs. Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD.
Cost of Revenues — Cost of revenues reflects the cost of providing our broadcast signals, programming and other content to respective distribution platforms. The costs captured within the cost of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs.
Contract Balances — Timing of revenue recognition may differ from the timing of cash collection from customers. We record a receivable when revenue is recognized prior to cash receipt, or unearned revenue when cash is collected in advance of revenue being recognized.
Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services.
The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We estimate the allowance based on expected credit losses, including our historical experience of actual losses and known troubled accounts. We record unearned revenue when cash payments are received in advance of our performance, including amounts which are refundable. We generally require amounts payable under advertising contracts with political advertising customers to be paid in advance.
Leases
Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our Condensed Consolidated Balance Sheets. Finance leases are included in property and equipment and other long-term liabilities in our Condensed Consolidated Balance Sheets.
Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Our lease assets also include any payments made at or before commencement and are reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
Share-Based Compensation
Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2023 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors.
Earnings Per Share ("EPS") Earnings Per Share (“EPS”) — Unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities.
Recently Adopted and Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board ("FASB") issued new guidance that modifies the rules on income tax disclosures. The guidance requires entities to disclose: (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for our annual periods beginning in 2025, with early adoption permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. We are currently assessing the impact of this new guidance on our disclosures.

In November 2023, the FASB issued new guidance which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for our annual period beginning in fiscal year 2024 and interim periods beginning in the first quarter of 2025. Early adoption is permitted. The guidance will be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently assessing the impact of this new guidance on our disclosures.
v3.24.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Schedule of components of basic and diluted weighted-average shares
The following table presents information about basic and diluted weighted-average shares outstanding:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Numerator (for basic and diluted earnings per share)
Net income (loss)$47,776 $(3,653)$50,831 $(692,022)
Less income allocated to RSUs(1,223)— (280)— 
Less preferred stock dividends(14,743)(12,576)(43,552)(37,729)
Numerator for basic and diluted earnings per share$31,810 $(16,229)$6,999 $(729,751)
Denominator
Basic weighted-average shares outstanding86,067 84,433 85,546 84,162 
Effect of dilutive securities— — — — 
Diluted weighted-average shares outstanding86,067 84,433 85,546 84,162 
v3.24.3
Restructuring Costs and Other Transactions (Tables)
9 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Schedule of changes in restructuring reserve
Nine Months Ended
September 30, 2024 and 2023
(in thousands)
Severance and Employee BenefitsOther Restructuring ChargesTotal
Liability as of December 31, 2023
$6,735 $1,430 $8,165 
   Net charges17,553 1,100 18,653 
   Payments(11,554)(1,698)(13,252)
   Non-cash (a)
— — — 
Liability as of September 30, 2024
$12,734 $832 $13,566 

Liability as of December 31, 2022
$— $— $— 
   Net charges8,887 20,321 29,208 
   Payments(5,001)(4,441)(9,442)
   Non-cash (a)
(593)(14,685)(15,278)
Liability as of September 30, 2023
$3,293 $1,195 $4,488 
(a) Represents share-based compensation costs and asset write-downs included in restructuring charges.
v3.24.3
Leases (Tables)
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of information related to operating leases
Other information related to our leases was as follows:
(in thousands, except lease term and discount rate)As of 
September 30, 
2024
As of 
December 31, 
2023
Balance Sheet Information
Operating Leases
Right-of-use assets$94,495 $99,194 
Other current liabilities18,377 19,466 
Operating lease liabilities 83,846 87,714 
Finance Leases
Property and equipment, at cost28,321 28,321 
Accumulated depreciation1,459 862 
Property and equipment, net26,862 27,459 
Other liabilities30,909 30,146 
Weighted Average Remaining Lease Term
Operating leases 7.48 years7.41 years
Finance leases33.75 years34.50 years
Weighted Average Discount Rate
Operating leases 4.99 %4.43 %
Finance leases7.10 %7.10 %
Schedule of lease cost information
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$5,243 $6,740 $16,435 $19,448 
Operating cash flows from finance leases438 213 864 213 
Financing cash flows from finance leases— — — — 
Right-of-use assets obtained in exchange for operating lease obligations2,764 1,736 12,859 4,175 
Right-of-use assets obtained in exchange for finance lease obligations— — — — 
Schedule of minimum lease payments under non-cancellable operating leases
Future minimum lease payments under non-cancellable leases as of September 30, 2024 were as follows:
(in thousands)Operating
Leases
Finance
Leases
Remainder of 2024$6,024 $438 
202523,037 1,776 
202620,992 1,824 
202717,889 1,875 
202814,582 1,926 
Thereafter40,860 90,124 
  Total future minimum lease payments123,384 97,963 
Less: Imputed interest(21,161)(67,054)
    Total$102,223 $30,909 
Schedule of minimum lease payments under non-cancellable finance leases
Future minimum lease payments under non-cancellable leases as of September 30, 2024 were as follows:
(in thousands)Operating
Leases
Finance
Leases
Remainder of 2024$6,024 $438 
202523,037 1,776 
202620,992 1,824 
202717,889 1,875 
202814,582 1,926 
Thereafter40,860 90,124 
  Total future minimum lease payments123,384 97,963 
Less: Imputed interest(21,161)(67,054)
    Total$102,223 $30,909 
v3.24.3
Goodwill and Other Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill
Goodwill consisted of the following:
(in thousands)Local MediaScripps NetworksOtherTotal
Gross balance as of December 31, 2023$1,122,408 $2,028,890 $7,190 $3,158,488 
Accumulated impairment losses(216,914)(973,000)— (1,189,914)
Net balance as of December 31, 2023$905,494 $1,055,890 $7,190 $1,968,574 
Gross balance as of September 30, 2024$1,122,408 $2,028,890 $7,190 $3,158,488 
Accumulated impairment losses(216,914)(973,000)— (1,189,914)
Net balance as of September 30, 2024$905,494 $1,055,890 $7,190 $1,968,574 
Schedule of other finite-lived intangible assets
Other intangible assets consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Amortizable intangible assets:
Carrying amount:
Television affiliation relationships$1,060,244 $1,060,244 
Customer lists and advertiser relationships220,997 220,997 
Other137,997 136,452 
Total carrying amount1,419,238 1,417,693 
Accumulated amortization:
Television affiliation relationships(316,716)(276,163)
Customer lists and advertiser relationships(150,417)(132,161)
Other(72,732)(61,606)
Total accumulated amortization(539,865)(469,930)
Net amortizable intangible assets879,373 947,763 
Indefinite-lived intangible assets — FCC licenses779,415 779,415 
Total other intangible assets$1,658,788 $1,727,178 
Schedule of indefinite-lived intangible assets
Other intangible assets consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Amortizable intangible assets:
Carrying amount:
Television affiliation relationships$1,060,244 $1,060,244 
Customer lists and advertiser relationships220,997 220,997 
Other137,997 136,452 
Total carrying amount1,419,238 1,417,693 
Accumulated amortization:
Television affiliation relationships(316,716)(276,163)
Customer lists and advertiser relationships(150,417)(132,161)
Other(72,732)(61,606)
Total accumulated amortization(539,865)(469,930)
Net amortizable intangible assets879,373 947,763 
Indefinite-lived intangible assets — FCC licenses779,415 779,415 
Total other intangible assets$1,658,788 $1,727,178 
v3.24.3
Long-Term Debt (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of components of long-term debt
Long-term debt consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Revolving credit facility$175,000 $330,000 
Senior secured notes, due in 2029523,356 523,356 
Senior unsecured notes, due in 2027425,667 425,667 
Senior unsecured notes, due in 2031392,071 392,071 
Term loan, due in 2026723,116 728,825 
Term loan, due in 2028545,000 551,000 
    Total outstanding principal2,784,210 2,950,919 
Less: Debt issuance costs and issuance discounts(31,472)(38,483)
Less: Current portion(15,612)(15,612)
   Net carrying value of long-term debt$2,737,126 $2,896,824 
Fair value of long-term debt *$2,356,976 $2,732,318 
* The fair values of debt are estimated based on either quoted private market transactions or observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy.
v3.24.3
Other Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of other liabilities
Other liabilities consisted of the following:
(in thousands)As of 
September 30, 
2024
As of 
December 31, 
2023
Employee compensation and benefits$30,267 $29,249 
Deferred FCC repack income38,766 41,863 
Programming liability244,910 274,564 
Liability for pension benefits71,984 73,651 
Liabilities for uncertain tax positions17,439 16,334 
Finance leases30,909 30,146 
Other15,824 18,374 
Other liabilities (less current portion)$450,099 $484,181 
v3.24.3
Supplemental Cash Flow Information (Tables)
9 Months Ended
Sep. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of change in certain working capital accounts
The following table presents additional information about the change in certain working capital accounts:
Nine Months Ended 
September 30,
(in thousands)20242023
Accounts receivable$58,804 $(995)
Other current assets(12,898)(38,783)
Accounts payable(15,576)(19,524)
Accrued employee compensation and benefits12,363 12,339 
Accrued interest(16,909)(16,601)
Other accrued liabilities110 (7,943)
Unearned revenue18,098 530 
Other, net(5,089)(1,590)
Total$38,903 $(72,567)
v3.24.3
Employee Benefit Plans (Tables)
9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Schedule of components of employee benefit plan expense
The components of the employee benefit plan expense consisted of the following:
 Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Interest cost$5,628 $5,814 $16,833 $17,684 
Expected return on plan assets, net of expenses(6,018)(6,302)(18,054)(18,915)
Amortization of actuarial loss and prior service cost14 14 
Total for defined benefit pension plan(385)(483)(1,207)(1,217)
SERPs233 232 701 698 
Defined contribution plan3,845 3,530 12,786 12,125 
Net periodic benefit cost$3,693 $3,279 $12,280 $11,606 
v3.24.3
Segment Information (Tables)
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of information regarding business segments
Information regarding our business segments is as follows:
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Segment operating revenues:
Local Media$445,553 $353,061 $1,163,315 $1,017,203 
Scripps Networks201,672 215,393 619,670 663,095 
Other3,843 2,620 12,702 10,149 
Intersegment eliminations(4,768)(4,545)(14,294)(13,304)
Total operating revenues$646,300 $566,529 $1,781,393 $1,677,143 
Segment profit (loss):
Local Media$160,685 $74,865 $314,371 $201,725 
Scripps Networks42,061 49,661 129,462 161,530 
Other(7,744)(6,263)(23,377)(14,074)
Shared services and corporate(20,969)(20,810)(64,195)(67,546)
Restructuring costs(12,665)(4,705)(18,653)(29,208)
Depreciation and amortization of intangible assets(38,861)(38,588)(116,017)(115,759)
Impairment of goodwill— — — (686,000)
Gains (losses), net on disposal of property and equipment(727)(1,066)(717)(2,320)
Interest expense(54,442)(56,916)(161,482)(158,029)
Defined benefit pension plan income152 251 506 519 
Miscellaneous, net447 1,309 16,849 131 
Income (loss) from operations before income taxes$67,937 $(2,262)$76,747 $(709,031)
Depreciation:
Local Media$10,842 $9,881 $31,028 $29,521 
Scripps Networks4,698 4,892 14,242 14,558 
Other56 47 186 137 
Shared services and corporate215 280 625 1,074 
Total depreciation$15,811 $15,100 $46,081 $45,290 
Amortization of intangible assets:
Local Media$8,550 $8,980 $26,211 $26,941 
Scripps Networks12,838 13,009 38,791 39,027 
Other450 447 1,346 1,345 
Shared services and corporate1,212 1,052 3,588 3,156 
Total amortization of intangible assets$23,050 $23,488 $69,936 $70,469 
Additions to property and equipment:
Local Media$7,474 $15,123 $40,878 $36,530 
Scripps Networks4,393 1,225 10,847 3,920 
Other175 — 902 34 
Shared services and corporate1,409 495 1,870 1,469 
Total additions to property and equipment$13,451 $16,843 $54,497 $41,953 
Schedule of disaggregation of principal revenue generating activities
A disaggregation of the principal activities from which we generate revenue is as follows:
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(in thousands)2024202320242023
Operating revenues:
Core advertising$315,849 $346,037 $986,141 $1,061,868 
Political131,403 9,130 176,850 16,501 
Distribution191,772 203,859 593,931 571,320 
Other7,276 7,503 24,471 27,454 
Total operating revenues$646,300 $566,529 $1,781,393 $1,677,143 
v3.24.3
Accumulated Other Comprehensive Income (Loss) (Tables)
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of accumulated other comprehensive income (loss)
Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows:

Three Months Ended September 30, 2024
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, June 30, 2024$(75,189)$(253)$(75,442)
Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $10(a)
29 34 
Net current-period other comprehensive income (loss)29 34 
Ending balance, September 30, 2024$(75,160)$(248)$(75,408)

Three Months Ended September 30, 2023
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, June 30, 2023$(77,277)$(144)$(77,421)
Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $8 (a)
25 — 25 
Net current-period other comprehensive income (loss)25 — 25 
Ending balance, September 30, 2023$(77,252)$(144)$(77,396)

Nine Months Ended September 30, 2024
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, December 31, 2023$(75,247)$(263)$(75,510)
Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $32(a)
87 15 102 
Net current-period other comprehensive income (loss)87 15 102 
Ending balance, September 30, 2024$(75,160)$(248)$(75,408)

Nine Months Ended September 30, 2023
(in thousands)Defined Benefit Pension ItemsOtherTotal
Beginning balance, December 31, 2022$(77,327)$(144)$(77,471)
Other comprehensive income (loss) before reclassifications— — — 
Amounts reclassified from AOCI, net of tax of $24(a)
75 — 75 
Net current-period other comprehensive income (loss)75 — 75 
Ending balance, September 30, 2023$(77,252)$(144)$(77,396)
(a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations
v3.24.3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Accounting Policies [Abstract]          
Allowance for doubtful accounts $ 5,992   $ 5,992   $ 5,041
Unearned revenue 30,279   30,279   $ 12,181
Prior year unearned revenue recognized in current period     7,300    
Share-based compensation costs $ 2,800 $ 3,500 $ 12,400 $ 16,100  
Potentially dilutive shares (in shares)     1,100,000    
Antidilutive RSUs outstanding (in shares)   3,400,000   3,400,000  
v3.24.3
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Numerator (for basic and diluted earnings per share)        
Net income (loss) $ 47,776 $ (3,653) $ 50,831 $ (692,022)
Less income allocated to RSUs, basic (1,223) 0 (280) 0
Less income allocated to RSUs, diluted (1,223) 0 (280) 0
Less preferred stock dividends (14,743) (12,576) (43,552) (37,729)
Numerator for basic earnings per share 31,810 (16,229) 6,999 (729,751)
Numerator for diluted earnings per share $ 31,810 $ (16,229) $ 6,999 $ (729,751)
Denominator        
Basic weighted-average shares outstanding (in shares) 86,067 84,433 85,546 84,162
Effect of dilutive securities (in shares) 0 0 0 0
Diluted weighted-average shares outstanding (in shares) 86,067 84,433 85,546 84,162
v3.24.3
Restructuring Costs and Other Transactions - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Feb. 09, 2024
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Restructuring costs   $ 12,700 $ 4,700   $ 18,700 $ 29,200
Proceeds from sale of investments $ 18,100       $ 18,108 0
Expected cash consideration from sales   60,000        
TrueReal Restructuring | Employee Severance            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Restructuring costs incurred   $ 10,900       8,900
TrueReal Restructuring | Write-Down of Programming Assets            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Restructuring costs incurred       $ 13,600    
TrueReal Restructuring | Operating Lease Impairment            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Restructuring costs incurred           $ 1,100
v3.24.3
Restructuring Costs and Other Transactions - Changes in Restructuring Reserve (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Restructuring Reserve [Roll Forward]        
Net charges $ 12,665 $ 4,705 $ 18,653 $ 29,208
TrueReal Restructuring        
Restructuring Reserve [Roll Forward]        
Liability, beginning of period     8,165 0
Net charges     18,653 29,208
Payments     (13,252) (9,442)
Non-cash     0 (15,278)
Liability, end of period 13,566 4,488 13,566 4,488
Severance and Employee Benefits | TrueReal Restructuring        
Restructuring Reserve [Roll Forward]        
Liability, beginning of period     6,735 0
Net charges     17,553 8,887
Payments     (11,554) (5,001)
Non-cash     0 (593)
Liability, end of period 12,734 3,293 12,734 3,293
Other Restructuring Charges | TrueReal Restructuring        
Restructuring Reserve [Roll Forward]        
Liability, beginning of period     1,430 0
Net charges     1,100 20,321
Payments     (1,698) (4,441)
Non-cash     0 (14,685)
Liability, end of period $ 832 $ 1,195 $ 832 $ 1,195
v3.24.3
Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Jun. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating Loss Carryforwards [Line Items]      
Effective income tax rate   34.00% 2.40%
Net impact of various items effecting the income tax effective rate   $ 3.9 $ 1.4
Discrete tax benefit due to impairment of goodwill $ 16.9    
State jurisdiction      
Operating Loss Carryforwards [Line Items]      
Impact of change in state tax rate   $ (2.1) $ 1.1
v3.24.3
Leases - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Lessee, Lease, Description [Line Items]        
Option to extend leases, term     5 years  
Option to terminate leases, term     1 year  
Operating lease costs $ 5.4 $ 6.4 $ 17.2 $ 19.7
Short-term lease costs 1.2 1.2 3.9 2.5
Finance lease right-of-use asset amortization 0.2 0.2 0.6 0.6
Finance lease interest expense $ 0.5 $ 0.5 $ 1.6 $ 1.6
Minimum        
Lessee, Lease, Description [Line Items]        
Remaining lease terms     1 year  
Maximum        
Lessee, Lease, Description [Line Items]        
Remaining lease terms     34 years  
v3.24.3
Leases - Information Related to Operating Leases (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Operating Leases    
Right-of-use assets $ 94,495 $ 99,194
Operating lease, liability, current, statement of financial position Other Liabilities, Current Other Liabilities, Current
Other current liabilities $ 18,377 $ 19,466
Operating lease liabilities 83,846 87,714
Finance Leases    
Property and equipment, at cost 28,321 28,321
Accumulated depreciation 1,459 862
Property and equipment, net 26,862 27,459
Other liabilities $ 30,909 $ 30,146
Weighted Average Remaining Lease Term    
Operating leases 7 years 5 months 23 days 7 years 4 months 28 days
Finance leases 33 years 9 months 34 years 6 months
Weighted Average Discount Rate    
Operating leases 4.99% 4.43%
Finance leases 7.10% 7.10%
v3.24.3
Leases - Lease Cost Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities        
Operating cash flows from operating leases $ 5,243 $ 6,740 $ 16,435 $ 19,448
Operating cash flows from finance leases 438 213 864 213
Financing cash flows from finance leases 0 0 0 0
Right-of-use assets obtained in exchange for operating lease obligations 2,764 1,736 12,859 4,175
Right-of-use assets obtained in exchange for finance lease obligations $ 0 $ 0 $ 0 $ 0
v3.24.3
Leases - Minimum Lease Payments (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Operating Leases  
Remainder of 2024 $ 6,024
2025 23,037
2026 20,992
2027 17,889
2028 14,582
Thereafter 40,860
Total future minimum lease payments 123,384
Less: Imputed interest (21,161)
Total 102,223
Finance Leases  
Remainder of 2024 438
2025 1,776
2026 1,824
2027 1,875
2028 1,926
Thereafter 90,124
Total future minimum lease payments 97,963
Less: Imputed interest (67,054)
Total $ 30,909
v3.24.3
Goodwill and Other Intangible Assets - Goodwill (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Gross beginning balance $ 3,158,488
Accumulated impairment losses, beginning balance (1,189,914)
Net balance, beginning of period 1,968,574
Gross ending balance 3,158,488
Accumulated impairment losses, ending balance (1,189,914)
Net balance, end of period 1,968,574
Local Media  
Goodwill [Roll Forward]  
Gross beginning balance 1,122,408
Accumulated impairment losses, beginning balance (216,914)
Net balance, beginning of period 905,494
Gross ending balance 1,122,408
Accumulated impairment losses, ending balance (216,914)
Net balance, end of period 905,494
Scripps Networks  
Goodwill [Roll Forward]  
Gross beginning balance 2,028,890
Accumulated impairment losses, beginning balance (973,000)
Net balance, beginning of period 1,055,890
Gross ending balance 2,028,890
Accumulated impairment losses, ending balance (973,000)
Net balance, end of period 1,055,890
Other  
Goodwill [Roll Forward]  
Gross beginning balance 7,190
Accumulated impairment losses, beginning balance 0
Net balance, beginning of period 7,190
Gross ending balance 7,190
Accumulated impairment losses, ending balance 0
Net balance, end of period $ 7,190
v3.24.3
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Carrying amount:    
Total carrying amount $ 1,419,238 $ 1,417,693
Accumulated amortization:    
Total accumulated amortization (539,865) (469,930)
Net amortizable intangible assets 879,373 947,763
Indefinite-lived intangible assets — FCC licenses 779,415 779,415
Total other intangible assets 1,658,788 1,727,178
Television affiliation relationships    
Carrying amount:    
Total carrying amount 1,060,244 1,060,244
Accumulated amortization:    
Total accumulated amortization (316,716) (276,163)
Customer lists and advertiser relationships    
Carrying amount:    
Total carrying amount 220,997 220,997
Accumulated amortization:    
Total accumulated amortization (150,417) (132,161)
Other    
Carrying amount:    
Total carrying amount 137,997 136,452
Accumulated amortization:    
Total accumulated amortization $ (72,732) $ (61,606)
v3.24.3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Goodwill [Line Items]            
Estimated amortization expense, remainder of 2024 $ 23,300       $ 23,300  
Estimated amortization expense, 2025 90,400       90,400  
Estimated amortization expense, 2026 86,300       86,300  
Estimated amortization expense, 2027 83,200       83,200  
Estimated amortization expense, 2028 62,000       62,000  
Estimated amortization expense, 2029 62,000       62,000  
Estimated amortization expense, in later years 472,200       472,200  
Impairment of goodwill $ 0 $ 266,000 $ 0 $ 686,000 $ 0 $ 686,000
Fair value reduction in reporting unit, 50 basis point decrease in discount rate   $ 90,000        
Local Media            
Goodwill [Line Items]            
Percentage fair value in excess of carrying value   20.00%        
v3.24.3
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
May 01, 2019
Components of Long-term debt      
Total outstanding principal $ 2,784,210 $ 2,950,919  
Less: Debt issuance costs and issuance discounts (31,472) (38,483)  
Less: Current portion (15,612) (15,612)  
Net carrying value of long-term debt 2,737,126 2,896,824  
Fair value of long-term debt 2,356,976 2,732,318  
Senior secured notes, due in 2029 | Senior secured debt      
Components of Long-term debt      
Total outstanding principal 523,356 523,356  
Senior unsecured notes, due in 2027 | Senior unsecured notes      
Components of Long-term debt      
Total outstanding principal 425,667 425,667  
Senior unsecured notes, due in 2031 | Senior unsecured notes      
Components of Long-term debt      
Total outstanding principal 392,071 392,071  
Term loan, due in 2026      
Components of Long-term debt      
Total outstanding principal 723,116 728,825  
Less: Debt issuance costs and issuance discounts     $ (23,000)
Term loan, due in 2028      
Components of Long-term debt      
Total outstanding principal 545,000 551,000  
Revolving credit facility | Revolving credit facility      
Components of Long-term debt      
Total outstanding principal $ 175,000 $ 330,000  
v3.24.3
Long-Term Debt - Narrative (Details)
1 Months Ended 7 Months Ended 9 Months Ended
Jul. 31, 2023
USD ($)
Jan. 07, 2021
USD ($)
Dec. 30, 2020
USD ($)
Jul. 26, 2019
USD ($)
May 01, 2019
USD ($)
Feb. 28, 2023
USD ($)
Jul. 31, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
Dec. 31, 2023
USD ($)
Oct. 02, 2017
USD ($)
Debt Instrument [Line Items]                      
Debt issuance costs               $ 31,472,000   $ 38,483,000  
Aggregate amount of debt principal repurchase program authorized           $ 500,000,000          
Eighth amendment to revolving credit facility | Revolving credit facility                      
Debt Instrument [Line Items]                      
Revolving credit borrowing capacity $ 585,000,000           $ 585,000,000        
Amount borrowed from revolving credit line $ 283,000,000                    
Eighth amendment to revolving credit facility | Revolving credit facility | Through December 31, 2024                      
Debt Instrument [Line Items]                      
Net leverage ratio requirement 5.0           5.0        
Eighth amendment to revolving credit facility | Revolving credit facility | Through September 30, 2025                      
Debt Instrument [Line Items]                      
Net leverage ratio requirement 4.75           4.75        
Eighth amendment to revolving credit facility | Revolving credit facility | After September 30, 2025                      
Debt Instrument [Line Items]                      
Net leverage ratio requirement 4.50           4.50        
Eighth amendment to revolving credit facility | Revolving credit facility | Minimum                      
Debt Instrument [Line Items]                      
SOFR plus margin range 1.75%                    
Eighth amendment to revolving credit facility | Revolving credit facility | Maximum                      
Debt Instrument [Line Items]                      
SOFR plus margin range 2.75%                    
Revolving credit facility | Revolving credit facility                      
Debt Instrument [Line Items]                      
Outstanding under revolving credit facility               $ 175,000,000      
Interest rate on line of credit facility               7.71%      
Weighted average interest rate during the period               8.17%      
Revolving credit facility | Revolving credit facility | Minimum                      
Debt Instrument [Line Items]                      
Percentage of commitment fees of total unused commitment under revolving credit facility 0.30%                    
Revolving credit facility | Revolving credit facility | Maximum                      
Debt Instrument [Line Items]                      
Percentage of commitment fees of total unused commitment under revolving credit facility 0.50%                    
Revolving credit facility | Letter of credit                      
Debt Instrument [Line Items]                      
Letters of credit outstanding               $ 6,900,000   $ 6,700,000  
Term loan, due in 2024                      
Debt Instrument [Line Items]                      
Debt face value                     $ 300,000,000
Weighted average interest rate, over the period             7.22%        
Loan principal payment $ 283,000,000                    
Written off deferred financing costs $ 400,000                    
Term loan, due in 2026                      
Debt Instrument [Line Items]                      
SOFR plus margin range         2.56%            
Debt face value         $ 765,000,000            
Weighted average interest rate, over the period               7.98% 7.93%    
Annual principal payments         7,600,000            
Debt issuance costs         $ 23,000,000.0            
Variable interest rate               7.52%   8.03%  
Minimum SOFR rate   0.75%                  
Sixth Amendment Facility                      
Debt Instrument [Line Items]                      
SOFR plus margin range   3.00%                  
Sixth Amendment Facility | Term loans                      
Debt Instrument [Line Items]                      
Debt issuance costs   $ 23,400,000                  
Sixth Amendment Facility | Term loans | ION Media                      
Debt Instrument [Line Items]                      
Debt face value   800,000,000                  
Term loan, due in 2028                      
Debt Instrument [Line Items]                      
Annual principal payments   $ 8,000,000.0                  
Minimum SOFR rate   0.75%                  
Term loan, due in 2028 | Term loans                      
Debt Instrument [Line Items]                      
Weighted average interest rate, over the period               8.42% 8.21%    
Debt stated rate               7.96%   8.47%  
Senior secured notes due 2029 | Senior notes                      
Debt Instrument [Line Items]                      
Debt face value     $ 550,000,000                
Debt issuance costs     $ 13,800,000                
Debt stated rate     3.875%                
Debt issuance price as a percentage of par     100.00%                
Senior unsecured notes, due in 2027 | Senior notes                      
Debt Instrument [Line Items]                      
Debt face value       $ 500,000,000              
Debt issuance costs       $ 10,700,000              
Debt stated rate       5.875%              
Debt issuance price as a percentage of par       100.00%              
Senior unsecured notes, due in 2031 | Senior notes                      
Debt Instrument [Line Items]                      
Debt face value     $ 500,000,000                
Debt issuance costs     $ 12,500,000                
Debt stated rate     5.375%                
Debt issuance price as a percentage of par     100.00%                
Debt redemption price     100.00%                
v3.24.3
Other Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other liabilities    
Employee compensation and benefits $ 30,267 $ 29,249
Deferred FCC repack income 38,766 41,863
Programming liability 244,910 274,564
Liability for pension benefits 71,984 73,651
Liabilities for uncertain tax positions 17,439 16,334
Finance leases 30,909 30,146
Other 15,824 18,374
Other liabilities (less current portion) $ 450,099 $ 484,181
v3.24.3
Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Other Changes in Certain Working Capital Accounts, Net    
Accounts receivable $ 58,804 $ (995)
Other current assets (12,898) (38,783)
Accounts payable (15,576) (19,524)
Accrued employee compensation and benefits 12,363 12,339
Accrued interest (16,909) (16,601)
Other accrued liabilities 110 (7,943)
Unearned revenue 18,098 530
Other, net (5,089) (1,590)
Total $ 38,903 $ (72,567)
v3.24.3
Employee Benefit Plans - Components of Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]        
Net periodic benefit cost $ 3,693 $ 3,279 $ 12,280 $ 11,606
Defined benefit plans        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]        
Interest cost 5,628 5,814 16,833 17,684
Expected return on plan assets, net of expenses (6,018) (6,302) (18,054) (18,915)
Amortization of actuarial loss and prior service cost 5 5 14 14
Total for defined benefit pension plan (385) (483) (1,207) (1,217)
SERPs        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]        
Net periodic benefit cost 233 232 701 698
Defined contribution plan        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]        
Net periodic benefit cost $ 3,845 $ 3,530 $ 12,786 $ 12,125
v3.24.3
Employee Benefit Plans - Narrative (Details) - SERPs
$ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
Defined Benefit Plan Disclosure [Line Items]  
Contributions to benefit plan $ 0.9
Estimated future contributions $ 0.5
v3.24.3
Segment Information - Narrative (Details) - Local Media
Sep. 30, 2024
affiliate
lowPowerStation
station
Segment Reporting Information [Line Items]  
Number of local broadcast stations | station 60
Number of low power stations operated | lowPowerStation 10
ABC affiliates  
Segment Reporting Information [Line Items]  
Number of affiliates 18
NBC affiliates  
Segment Reporting Information [Line Items]  
Number of affiliates 11
CBS affiliates  
Segment Reporting Information [Line Items]  
Number of affiliates 9
FOX affiliates  
Segment Reporting Information [Line Items]  
Number of affiliates 4
Independent stations  
Segment Reporting Information [Line Items]  
Number of affiliates 11
v3.24.3
Segment Information - Information regarding business segments (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Information regarding business segments            
Total operating revenues $ 646,300   $ 566,529   $ 1,781,393 $ 1,677,143
Restructuring costs (12,665)   (4,705)   (18,653) (29,208)
Depreciation and amortization of intangible assets (38,861)   (38,588)   (116,017) (115,759)
Impairment of goodwill 0 $ (266,000) 0 $ (686,000) 0 (686,000)
Gains (losses), net on disposal of property and equipment (727)   (1,066)   (717) (2,320)
Interest expense (54,442)   (56,916)   (161,482) (158,029)
Defined benefit pension plan income 152   251   506 519
Miscellaneous, net 447   1,309   16,849 131
Income (loss) from operations before income taxes 67,937   (2,262)   76,747 (709,031)
Depreciation:            
Total depreciation 15,811   15,100   46,081 45,290
Amortization of intangible assets:            
Total amortization of intangible assets 23,050   23,488   69,936 70,469
Additions to property and equipment:            
Total additions to property and equipment 13,451   16,843   54,497 41,953
Intersegment eliminations            
Information regarding business segments            
Total operating revenues (4,768)   (4,545)   (14,294) (13,304)
Shared services and corporate            
Information regarding business segments            
Segment profit (loss): (20,969)   (20,810)   (64,195) (67,546)
Depreciation:            
Total depreciation 215   280   625 1,074
Amortization of intangible assets:            
Total amortization of intangible assets 1,212   1,052   3,588 3,156
Additions to property and equipment:            
Total additions to property and equipment 1,409   495   1,870 1,469
Local Media | Operating segments            
Information regarding business segments            
Total operating revenues 445,553   353,061   1,163,315 1,017,203
Segment profit (loss): 160,685   74,865   314,371 201,725
Depreciation:            
Total depreciation 10,842   9,881   31,028 29,521
Amortization of intangible assets:            
Total amortization of intangible assets 8,550   8,980   26,211 26,941
Additions to property and equipment:            
Total additions to property and equipment 7,474   15,123   40,878 36,530
Scripps Networks | Operating segments            
Information regarding business segments            
Total operating revenues 201,672   215,393   619,670 663,095
Segment profit (loss): 42,061   49,661   129,462 161,530
Depreciation:            
Total depreciation 4,698   4,892   14,242 14,558
Amortization of intangible assets:            
Total amortization of intangible assets 12,838   13,009   38,791 39,027
Additions to property and equipment:            
Total additions to property and equipment 4,393   1,225   10,847 3,920
Other | Operating segments            
Information regarding business segments            
Total operating revenues 3,843   2,620   12,702 10,149
Segment profit (loss): (7,744)   (6,263)   (23,377) (14,074)
Depreciation:            
Total depreciation 56   47   186 137
Amortization of intangible assets:            
Total amortization of intangible assets 450   447   1,346 1,345
Additions to property and equipment:            
Total additions to property and equipment $ 175   $ 0   $ 902 $ 34
v3.24.3
Segment Information - Disaggregation of Revenue Generating Activities (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Total operating revenues $ 646,300 $ 566,529 $ 1,781,393 $ 1,677,143
Core advertising        
Disaggregation of Revenue [Line Items]        
Total operating revenues 315,849 346,037 986,141 1,061,868
Political        
Disaggregation of Revenue [Line Items]        
Total operating revenues 131,403 9,130 176,850 16,501
Distribution        
Disaggregation of Revenue [Line Items]        
Total operating revenues 191,772 203,859 593,931 571,320
Other        
Disaggregation of Revenue [Line Items]        
Total operating revenues $ 7,276 $ 7,503 $ 24,471 $ 27,454
v3.24.3
Capital Stock (Details)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jan. 07, 2021
$ / shares
shares
Sep. 30, 2023
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
director
classOfCommonShare
Class of Stock [Line Items]        
Classes of common shares | classOfCommonShare       2
Minimum number of directors up for election to entitle shareholders to vote | director       3
Percentage of directors up for election if more than minimum number       33.33%
Preferred stock dividends   $ 12,000 $ 36,000  
Undeclared cumulative dividends       $ 41,400
Redemption value of preferred stock       $ 674,000
Preferred stock | Berkshire Hathaway | ION Media        
Class of Stock [Line Items]        
Preferred shares issued (in shares) | shares 6      
Face value of preferred shares (in dollars per share) | $ / shares $ 100,000      
Preferred shares redemption price, as a percent 105.00%      
Preferred stock dividend rate 8.00%      
Preferred stock dividends     $ 36,000  
Preferred stock dividend rate if dividends not paid in cash 9.00%      
Common stock, Class A | Berkshire Hathaway        
Class of Stock [Line Items]        
Number of shares purchasable by warrant (up to) (in shares) | shares 23,100      
Exercise right of warrants (in dollars per share) | $ / shares $ 13      
v3.24.3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Accumulated Other Comprehensive Loss [Roll Forward]        
Equity, beginning balance $ 1,168,185 $ 1,428,189 $ 1,156,183 $ 2,130,825
Other comprehensive income (loss) before reclassifications 0 0 0 0
Amounts reclassified from AOCI, net of tax 34 25 102 75
Net current-period other comprehensive income (loss) 34 25 102 75
Equity, ending balance 1,219,218 1,416,675 1,219,218 1,416,675
Defined Benefit Pension Items        
Accumulated Other Comprehensive Loss [Roll Forward]        
Equity, beginning balance (75,189) (77,277) (75,247) (77,327)
Other comprehensive income (loss) before reclassifications 0 0 0 0
Amounts reclassified from AOCI, net of tax 29 25 87 75
Net current-period other comprehensive income (loss) 29 25 87 75
Equity, ending balance (75,160) (77,252) (75,160) (77,252)
Tax on amount reclassified from AOCI 10 8 32 24
Other        
Accumulated Other Comprehensive Loss [Roll Forward]        
Equity, beginning balance (253) (144) (263) (144)
Other comprehensive income (loss) before reclassifications 0 0 0 0
Amounts reclassified from AOCI, net of tax 5 0 15 0
Net current-period other comprehensive income (loss) 5 0 15 0
Equity, ending balance (248) (144) (248) (144)
Total        
Accumulated Other Comprehensive Loss [Roll Forward]        
Equity, beginning balance (75,442) (77,421) (75,510) (77,471)
Equity, ending balance $ (75,408) $ (77,396) $ (75,408) $ (77,396)

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