Core Points - Scripps News and four local television stations owned by The E.W. Scripps Company have received the prestigious 2025 National Edward R. Murrow Awards, highlighting their excellence in journalism [1][6] Group 1: Awards and Recognition - WTVR, Scripps' CBS station in Richmond, Virginia, won the "Overall Excellence" award in the small-market television category, marking its fifth National Murrow Award in six years [2] - KSHB, Scripps' NBC station in Kansas City, Missouri, received the award for "Breaking News Coverage" in the large-market category for its reporting on a tragic incident during the Chiefs Super Bowl rally [3] - WFTS, Scripps' ABC station in Tampa, Florida, won in the large-market category for "Hard News" for its investigation into a student with autism facing severe legal consequences for an attack on a teacher's aide [4] - KBZK, Scripps' CBS station in Bozeman, Montana, was recognized in the small-market category for "Sports Reporting" for its coverage of a high school wrestling tournament [5] Group 2: Company Overview - The E.W. Scripps Company is a diversified media organization that operates over 60 television stations across more than 40 markets in the U.S., focusing on quality local journalism [7] - Scripps News won in the large digital organization category for its documentary "In Real Life: Hidden War," which examined the conflict in the West Bank through on-the-ground reporting and satellite imagery [6] - The company emphasizes its deep connection to the communities it serves, with reporters living and working alongside their audiences to address local issues [6]

[PART I - Financial Information](index=3&type=section&id=PART%20I%20-%20Financial%20Information) This section provides the company's comprehensive financial data, including statements, notes, and management's analysis [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), cash flows, and equity, along with detailed notes explaining significant accounting policies, recent accounting standards, restructuring activities, debt, and segment information for the periods ended June 30, 2025 and 2024 [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Balance Sheet Highlights (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Total Assets | $5,087,737 | $5,198,575 | | Total Liabilities | $3,797,745 | $3,880,561 | | Total Equity | $1,289,990 | $1,318,014 | | Current portion of long-term debt | $78,854 | $15,612 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement details the company's revenues, expenses, and net income or loss over specific reporting periods Net Income (Loss) (in thousands) | Period | 2025 | 2024 | | :------------------------- | :--------- | :------- | | Three Months Ended June 30 | $(35,962) | $1,429 | | Six Months Ended June 30 | $(39,417) | $3,055 | Total Operating Revenues (in thousands) | Period | 2025 | 2024 | | :------------------------- | :----------- | :----------- | | Three Months Ended June 30 | $540,080 | $573,629 | | Six Months Ended June 30 | $1,064,473 | $1,135,093 | Key Expense Items (in thousands) | Item (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------- | :----------- | :------- | | Interest expense | $(102,403) | $(107,040) | | Loss on extinguishment of debt | $(2,972) | — | | Other financing transaction costs | $(38,071) | — | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This statement presents net income alongside other comprehensive income items not recognized in net income Total Comprehensive Income (Loss) (in thousands) | Period | 2025 | 2024 | | :------------------------- | :--------- | :------- | | Three Months Ended June 30 | $(35,926) | $1,463 | | Six Months Ended June 30 | $(39,345) | $3,123 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement reports cash generated and used by operating, investing, and financing activities Net Cash Flows (Six Months Ended June 30, in thousands) | Activity | 2025 | 2024 | | :---------------------------------- | :--------- | :------- | | Operating Activities | $(13,858) | $71,797 | | Investing Activities | $16,533 | $(28,978) | | Financing Activities | $5,133 | $(51,487) | | Increase (decrease) in cash and cash equivalents | $7,808 | $(8,668) | - Proceeds from sale of property and equipment significantly increased to **$40,664 thousand** in 2025 from **$225 thousand** in 2024[28](index=28&type=chunk) - Payments on long-term debt increased substantially to **$1,266,427 thousand** in 2025 from **$7,806 thousand** in 2024, reflecting refinancing activities[28](index=28&type=chunk) [Condensed Consolidated Statements of Equity](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) This statement details changes in the company's equity accounts over specific periods Total Equity (in thousands) | Date | Amount | | :---------------- | :----------- | | As of June 30, 2025 | $1,289,990 | | As of December 31, 2024 | $1,318,014 | - Accumulated deficit increased from **$(476,004) thousand** at December 31, 2024, to **$(515,421) thousand** at June 30, 2025[31](index=31&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. Summary of Significant Accounting Policies](index=12&type=section&id=1.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the financial statements - The company operates as a diverse media enterprise with reportable segments: Local Media, Scripps Networks, and Other[39](index=39&type=chunk) - Advertising revenue is recognized over time as ads are aired or impressions delivered, while distribution revenue from retransmission consent contracts is recognized at the point content is transferred[47](index=47&type=chunk)[48](index=48&type=chunk) Share-Based Compensation Costs (in thousands) | Period | 2025 | 2024 | | :------------------------- | :--------- | :------- | | Three Months Ended June 30 | $5,900 | $5,000 | | Six Months Ended June 30 | $11,500 | $9,600 | [2. Recently Adopted and Issued Accounting Standards](index=15&type=section&id=2.%20Recently%20Adopted%20and%20Issued%20Accounting%20Standards) This note discusses new accounting pronouncements and their impact on the company's financial reporting - New FASB guidance on disaggregation of income statement expenses is effective for annual periods beginning in **2027** and interim periods beginning in **Q1 2028**[61](index=61&type=chunk) - New FASB guidance modifying income tax disclosures is effective for annual periods beginning in **2025**[62](index=62&type=chunk) - The company adopted new FASB guidance expanding segment disclosure requirements retrospectively, starting with interim periods in **Q1 2025**[63](index=63&type=chunk) [3. Restructuring Costs and Other Transactions](index=15&type=section&id=3.%20Restructuring%20Costs%20and%20Other%20Transactions) This note details expenses related to restructuring activities and significant non-operating transactions Restructuring Costs (in thousands) | Period | 2025 | 2024 | | :------------------------- | :------- | :------- | | Three Months Ended June 30 | $613 | $973 | | Six Months Ended June 30 | $4,757 | $5,988 | - Completed the sale of its West Palm Beach television station building for **$40.0 million** cash, recognizing a pre-tax gain of **$31.4 million** on April 30, 2025[68](index=68&type=chunk) - Received **$18.1 million** in pre-tax cash proceeds from the sale of its equity ownership in Broadcast Music, Inc. (BMI) on February 9, 2024[69](index=69&type=chunk) - Entered into agreements with Gray Media, Inc. on July 7, 2025, to swap television stations across five markets, expected to close in **Q4 2025**[70](index=70&type=chunk) [4. Income Taxes](index=16&type=section&id=4.%20Income%20Taxes) This note provides information on the company's income tax expense, effective tax rates, and related disclosures - The effective income tax rate for the six months ended June 30, 2025, was **5.2%**, significantly lower than **65%** in the prior year[73](index=73&type=chunk) - H.R. 1, the One Big Beautiful Bill Act (OBBBA), was enacted on July 4, 2025, making permanent key elements of the Tax Cuts and Jobs Act; the company is evaluating its impact[75](index=75&type=chunk) [5. Leases](index=17&type=section&id=5.%20Leases) This note outlines the company's lease arrangements, including operating and finance leases, and associated costs Operating Lease Costs (in thousands) | Period | 2025 | 2024 | | :------------------------- | :----------- | :----------- | | Three Months Ended June 30 | $6,000 | $5,700 | | Six Months Ended June 30 | $11,500 | $11,800 | Weighted Average Lease Terms and Rates | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Operating leases (term) | 7.27 years | 7.37 years | | Finance leases (term) | 33.00 years | 33.50 years | | Operating leases (discount rate) | 5.10 % | 5.01 % | | Finance leases (discount rate) | 7.10 % | 7.10 % | [6. Goodwill and Other Intangible Assets](index=18&type=section&id=6.%20Goodwill%20and%20Other%20Intangible%20Assets) This note details the carrying values and impairment considerations for goodwill and other intangible assets - Net goodwill remained stable at **$1,968,574 thousand** as of June 30, 2025[79](index=79&type=chunk) Total Other Intangible Assets (in thousands) | Date | Amount | | :---------------- | :----------- | | June 30, 2025 | $1,590,521 | | December 31, 2024 | $1,635,488 | - The Scripps Networks reporting unit's fair value approximates its carrying value, making it sensitive to changes in assumptions; a **50 basis point** increase in the discount rate would reduce its fair value by approximately **$110 million**[82](index=82&type=chunk) [7. Long-Term Debt](index=20&type=section&id=7.%20Long-Term%20Debt) This note provides details on the company's outstanding debt, including refinancing activities and terms Total Outstanding Principal (in thousands) | Date | Amount | | :---------------- | :----------- | | June 30, 2025 | $2,659,750 | | December 31, 2024 | $2,605,307 | - Completed a series of refinancing transactions on April 10, 2025, including new revolving credit facilities, a new accounts receivable securitization facility, and new term loans, while repaying prior term loans[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk) - Incurred **$38.1 million** in non-capitalized transaction costs and a **$3.0 million** loss on extinguishment of debt related to the April 2025 refinancing[89](index=89&type=chunk)[90](index=90&type=chunk) - Issued **$750 million** of 2030 Senior Secured Second Lien Notes on August 6, 2025, to repay **$426 million** of 2027 Senior Notes, prepay **$205 million** of the June 2028 term loan, and reduce revolving credit facilities[100](index=100&type=chunk)[101](index=101&type=chunk) [8. Other Liabilities](index=22&type=section&id=8.%20Other%20Liabilities) This note presents information on various non-debt liabilities, including programming and other accrued obligations Other Liabilities (less current portion, in thousands) | Date | Amount | | :---------------- | :----------- | | June 30, 2025 | $406,532 | | December 31, 2024 | $464,574 | - Programming liability decreased from **$248,634 thousand** at December 31, 2024, to **$190,914 thousand** at June 30, 2025[102](index=102&type=chunk) [9. Supplemental Cash Flow Information](index=22&type=section&id=9.%20Supplemental%20Cash%20Flow%20Information) This note provides additional details on non-cash investing and financing activities and working capital changes Other Changes in Certain Working Capital Accounts, Net (Six Months Ended June 30, in thousands) | Year | Amount | | :--- | :--------- | | 2025 | $(48,935) | | 2024 | $(3,395) | - The increase in cash used by changes in working capital accounts was primarily driven by decreases in accounts payable and accrued employee compensation and benefits[104](index=104&type=chunk) [10. Employee Benefit Plans](index=23&type=section&id=10.%20Employee%20Benefit%20Plans) This note describes the company's employee benefit plans, including pension and post-retirement obligations Net Periodic Benefit Cost (in thousands) | Period | 2025 | 2024 | | :------------------------- | :------- | :------- | | Three Months Ended June 30 | $3,574 | $3,261 | | Six Months Ended June 30 | $9,056 | $8,587 | - The company anticipates contributing an additional **$1.0 million** to fund SERPs' benefit payments during the remainder of 2025[107](index=107&type=chunk) [11. Segment Information](index=24&type=section&id=11.%20Segment%20Information) This note provides financial data disaggregated by the company's operating segments: Local Media and Scripps Networks Segment Operating Revenues (Six Months Ended June 30, in thousands) | Segment | 2025 | 2024 | | :---------------- | :----------- | :----------- | | Local Media | $660,155 | $717,762 | | Scripps Networks | $403,772 | $417,998 | Segment Profit (Six Months Ended June 30, in thousands) | Segment | 2025 | 2024 | | :---------------- | :----------- | :----------- | | Local Media | $90,740 | $153,686 | | Scripps Networks | $120,041 | $87,401 | - Local Media segment profit decreased by **41.0%** year-over-year for the six months ended June 30, 2025, while Scripps Networks segment profit increased by **37.3%**[121](index=121&type=chunk)[124](index=124&type=chunk) [12. Capital Stock](index=30&type=section&id=12.%20Capital%20Stock) This note details the company's capital structure, including preferred and common stock, and related restrictions - As of June 30, 2025, aggregated undeclared and unpaid cumulative dividends on Series A preferred stock totaled **$85.7 million**, with a redemption value of **$718 million**[131](index=131&type=chunk) - The company is prohibited from paying dividends on and repurchasing common shares until all preferred shares are redeemed[131](index=131&type=chunk) - Berkshire Hathaway, Inc. holds a warrant to purchase up to **23.1 million** Class A shares at an exercise price of **$13 per share**[132](index=132&type=chunk) [13. Accumulated Other Comprehensive Income (Loss)](index=30&type=section&id=13.%20Accumulated%20Other%20Comprehensive%20Income%20(Loss)) This note presents the components of accumulated other comprehensive income or loss, net of tax Accumulated Other Comprehensive Loss, Net of Income Taxes (in thousands) | Date | Amount | | :---------------- | :--------- | | June 30, 2025 | $(75,234) | | December 31, 2024 | $(75,306) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%2E%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company experienced a decline in consolidated operating revenues and a net loss for the quarter and year-to-date periods ended June 30, 2025, primarily due to lower political and distribution advertising revenues, partially offset by cost reductions and gains from asset sales. Significant debt refinancing activities were completed, incurring substantial transaction costs. The company is focused on free, ad-supported television and expanding into connected TV and over-the-air markets, with new sports media rights agreements and a pending station swap [Forward-Looking Statements](index=32&type=section&id=Forward-Looking%20Statements) This section cautions that future statements are subject to risks, uncertainties, and changing circumstances - Forward-looking statements are based on management's current beliefs and assumptions and are subject to inherent risks, uncertainties, and changes in circumstances[136](index=136&type=chunk) [Executive Overview](index=32&type=section&id=Executive%20Overview) This overview highlights the company's business model, strategic initiatives, and key financial developments - Scripps is a diverse media enterprise with over **60 local television stations** and national news/entertainment networks, focusing on free, ad-supported television and expanding in connected TV and over-the-air markets[137](index=137&type=chunk)[138](index=138&type=chunk) - Formed EdgeBeam Wireless, LLC, a joint venture with Gray Media, Nexstar, and Sinclair, to provide data delivery services leveraging ATSC 3.0, with a **$12.8 million** cash commitment for a **25%** ownership interest[139](index=139&type=chunk) - Secured multi-year media rights agreements with the Las Vegas Aces (WNBA) starting May 2025 and the Tampa Bay Lightning (NHL) starting 2025-2026 season, and renewed WNBA Friday Night Spotlight series on ION[140](index=140&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - Completed significant debt refinancing transactions on April 10, 2025, and entered into agreements for a television station swap with Gray Media, Inc. on July 7, 2025, expected to close in **Q4 2025**[141](index=141&type=chunk)[144](index=144&type=chunk) - Undeclared and unpaid cumulative preferred stock dividends totaled **$85.7 million** as of June 30, 2025, prohibiting common share dividends and repurchases[146](index=146&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including revenues, expenses, and profitability [Consolidated Results of Operations](index=34&type=section&id=Consolidated%20Results%20of%20Operations) This section provides a comprehensive analysis of the company's overall financial performance Consolidated Operating Revenues (YoY Change, in thousands) | Period | 2025 | 2024 | Change | | :------------------------- | :----------- | :----------- | :------- | | Three Months Ended June 30 | $540,080 | $573,629 | (5.8)% | | Six Months Ended June 30 | $1,064,473 | $1,135,093 | (6.2)% | | Core advertising (QTD) | $(4,100) | - | - | | Political (QTD) | $(26,400) | - | - | | Distribution (QTD) | $(4,200) | - | - | - Cost of revenues decreased by **4.1%** in Q2 2025 and **3.8%** YTD 2025, driven by lower employee compensation, syndicated programming, and network programming costs, partially offset by increased sports rights fees[149](index=149&type=chunk) - Selling, general and administrative expenses decreased by **5.4%** in Q2 2025 and **5.6%** YTD 2025, due to employee compensation savings, reduced advertising/promotions, and lower national sales commissions[150](index=150&type=chunk) Non-Operating Expenses (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :-------------------------------- | :----------- | :------- | | Interest expense | $(102,403) | $(107,040) | | Loss on extinguishment of debt | $(2,972) | — | | Other financing transaction costs | $(38,071) | — | [Operating Performance](index=36&type=section&id=Operating%20Performance) This section evaluates the financial performance of the company's individual operating segments [Local Media](index=37&type=section&id=Local%20Media) This section details the financial performance and key drivers of the Local Media segment Local Media Segment Operating Revenues (YoY Change, in thousands) | Period | 2025 | 2024 | Change | | :------------------------- | :----------- | :----------- | :------- | | Three Months Ended June 30 | $334,766 | $364,926 | (8.3)% | | Six Months Ended June 30 | $660,155 | $717,762 | (8.0)% | | Political (QTD) | $2,624 | $28,151 | (90.7)% | | Distribution (QTD) | $192,613 | $194,191 | (0.8)% | | Core advertising (QTD) | $136,529 | $139,106 | (1.9)% | Local Media Segment Profit (YoY Change, in thousands) | Period | 2025 | 2024 | Change | | :------------------------- | :------- | :------- | :------- | | Three Months Ended June 30 | $55,821 | $88,130 | (36.7)% | | Six Months Ended June 30 | $90,740 | $153,686 | (41.0)% | - Programming expense increased by **4.9%** in Q2 2025 and **5.9%** YTD 2025, primarily due to new sports rights contracts (Las Vegas Aces, Florida Panthers) and contractual rate increases for other sports agreements[167](index=167&type=chunk)[168](index=168&type=chunk) [Scripps Networks](index=38&type=section&id=Scripps%20Networks) This section details the financial performance and key drivers of the Scripps Networks segment Scripps Networks Operating Revenues (YoY Change, in thousands) | Period | 2025 | 2024 | Change | | :------------------------- | :----------- | :----------- | :------- | | Three Months Ended June 30 | $205,765 | $208,720 | (1.4)% | | Six Months Ended June 30 | $403,772 | $417,998 | (3.4)% | Scripps Networks Segment Profit (YoY Change, in thousands) | Period | 2025 | 2024 | Change | | :------------------------- | :------- | :------- | :------- | | Three Months Ended June 30 | $55,948 | $37,747 | 48.2% | | Six Months Ended June 30 | $120,041 | $87,401 | 37.3% | - Revenue was unfavorably impacted by lower ratings (**8.3% QTD**, **7.7% YTD**), partially offset by increased connected TV (CTV) revenue (**5.6% QTD**, **4.7% YTD**) and advertising spots sold (**2.4% QTD**, **1.2% YTD**)[172](index=172&type=chunk) - Employee compensation and benefits decreased by **26%** in Q2 2025 and **28%** YTD 2025, primarily due to the shutdown of the over-the-air broadcast for Scripps News and other restructuring efforts[173](index=173&type=chunk) - Programming expense decreased by **9.8%** in Q2 2025 and **12%** YTD 2025, driven by lower carriage affiliation fees and syndicated programming costs[174](index=174&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to generate and manage cash, and its capital structure [Cash Flows](index=39&type=section&id=Cash%20Flows) This section analyzes the company's cash generation and usage from operating, investing, and financing activities - Cash used in operating activities was **$13.9 million** in 2025, a significant shift from **$71.8 million** provided in 2024, reflecting **$38.1 million** in debt refinancing transaction costs and increased cash used by working capital changes[179](index=179&type=chunk) - Cash provided by investing activities was **$16.5 million** in 2025, compared to **$29.0 million** used in 2024, primarily due to **$40.0 million** in cash proceeds from the sale of a television station building[180](index=180&type=chunk) - Cash provided by financing activities was **$5.1 million** in 2025, compared to **$51.5 million** used in 2024, driven by **$885 million** from new long-term debt and **$423 million** from a securitization facility, offset by **$1.3 billion** in debt repayments[181](index=181&type=chunk) [Debt](index=40&type=section&id=Debt) This section provides details on the company's outstanding debt, including recent refinancing activities - As of June 30, 2025, total outstanding principal debt was **$2.66 billion**, including new term loans (**$883 million**), revolving credit facilities (**$278 million** aggregate commitments), and an accounts receivable securitization facility (**$366 million** outstanding)[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) - On August 6, 2025, the company issued **$750 million** of 2030 Senior Secured Second Lien Notes to repay **$426 million** of 2027 Senior Notes, prepay **$205 million** of the June 2028 term loan, and reduce revolving credit facilities[100](index=100&type=chunk)[101](index=101&type=chunk) [Debt Covenants](index=40&type=section&id=Debt%20Covenants) This section discusses the company's compliance with financial covenants related to its debt agreements - The company's term loans and notes do not have maintenance covenants, but the credit agreement requires compliance with maximum first lien net leverage ratios for its revolving credit facilities[185](index=185&type=chunk) - As of June 30, 2025, the company was in compliance with its financial covenants[185](index=185&type=chunk) [Debt Repurchase Program](index=40&type=section&id=Debt%20Repurchase%20Program) This section outlines the authorized program for repurchasing outstanding senior secured and unsecured notes - The Board of Directors authorized a debt repurchase program in February 2023, allowing for the reduction of up to **$500 million** in outstanding senior secured and unsecured notes, expiring March 1, 2026[186](index=186&type=chunk) [Equity](index=40&type=section&id=Equity) This section details the company's equity structure, including preferred stock dividends and common share restrictions - As of June 30, 2025, undeclared and unpaid cumulative dividends on Series A preferred stock totaled **$85.7 million**, with a redemption value of **$718 million**[187](index=187&type=chunk) - The terms of the preferred shares prohibit the company from paying dividends on and repurchasing common shares until all preferred shares are redeemed[188](index=188&type=chunk) [Other](index=41&type=section&id=Other) This section covers additional financial information not categorized elsewhere, such as benefit plan contributions - The company anticipates contributing an additional **$1.0 million** to fund Supplemental Executive Retirement Plans (SERPs) benefit payments during the remainder of 2025[189](index=189&type=chunk) [Off-Balance Sheet Arrangements and Contractual Obligations](index=41&type=section&id=Off-Balance%20Sheet%20Arrangements%20and%20Contractual%20Obligations) This section discusses the company's off-balance sheet commitments and material contractual obligations - There have been no material changes to the off-balance sheet arrangements disclosed in the company's 2024 Annual Report on Form 10-K[190](index=190&type=chunk) [Critical Accounting Policies and Estimates](index=41&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section identifies key accounting policies and estimates requiring significant management judgment - The most critical accounting policies and estimates are identified as accounting for goodwill and indefinite-lived intangible assets, and pension plans[192](index=192&type=chunk) [Recent Accounting Guidance](index=41&type=section&id=Recent%20Accounting%20Guidance) This section refers to disclosures regarding recently adopted and issued accounting standards - Refer to Note 2 of the Condensed Consolidated Financial Statements for further discussion on recently adopted and issued accounting standards[193](index=193&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk on its variable-rate debt, with a 100 basis point increase in SOFR estimated to increase annual interest expense by approximately $13.2 million. The fair value of long-term debt was $2,378,968 thousand as of June 30, 2025, compared to a cost basis of $2,659,750 thousand - A **100 basis point** increase in SOFR (Secured Overnight Financing Rate) would increase annual interest expense on variable rate borrowings by approximately **$13.2 million**[196](index=196&type=chunk) Long-Term Debt Fair Value (in thousands) | Date | Cost Basis | Fair Value | | :---------------- | :----------- | :----------- | | June 30, 2025 | $2,659,750 | $2,378,968 | | December 31, 2024 | $2,605,307 | $2,112,999 | [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025, and concluded they are effective. There were no material changes to internal controls over financial reporting during the period [Evaluation of Disclosure Controls and Procedures](index=43&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details the assessment of the effectiveness of the company's disclosure controls and procedures - The Chief Executive Officer and Chief Financial Officer concluded that the design and operation of the company's disclosure controls and procedures were effective as of June 30, 2025[200](index=200&type=chunk) - There were no changes to the company's internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the period[201](index=201&type=chunk) [PART II - Other Information](index=3&type=section&id=PART%20II%20-%20Other%20Information) This section includes disclosures on legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=3&type=section&id=Item%201.%20Legal%20Proceedings) The company is 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 are expected to result in material loss - The company is involved in ordinary course litigation and regulatory proceedings, including defamation actions and broadcast license renewals[13](index=13&type=chunk) - None of the legal proceedings are expected to result in material loss[13](index=13&type=chunk) [Item 1A. Risk Factors](index=3&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in the company's 2024 Annual Report on Form 10-K - No material changes to the risk factors disclosed in the 2024 Annual Report on Form 10-K[14](index=14&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=3&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no sales of unregistered equity securities during the quarter ended June 30, 2025 - No sales of unregistered equity securities occurred during the quarter ended June 30, 2025[15](index=15&type=chunk) [Item 3. Defaults Upon Senior Securities](index=3&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the quarter ended June 30, 2025 - No defaults upon senior securities occurred during the quarter ended June 30, 2025[16](index=16&type=chunk) [Item 4. Mine Safety Disclosures](index=3&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures are applicable to the company - Mine safety disclosures are not applicable to the company[17](index=17&type=chunk) [Item 5. Other Information](index=4&type=section&id=Item%205.%20Other%20Information) None of the company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[18](index=18&type=chunk) [Item 6. Exhibits](index=4&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including Section 302 and 906 Certifications, and the company's unaudited Condensed Consolidated Financial Statements formatted in iXBRL - Exhibits filed include Section 302 Certifications (31(a), 31(b)), Section 906 Certifications (32(a), 32(b)), the company's unaudited Condensed Consolidated Financial Statements in iXBRL format (101), and the Cover Page Interactive Data File (104)[19](index=19&type=chunk) [Signatures](index=5&type=section&id=Signatures) The report was signed on August 8, 2025, by Daniel W. Perschke, Senior Vice President, Controller, and Principal Accounting Officer of The E.W. Scripps Company - The report was signed by Daniel W. Perschke, Senior Vice President, Controller (Principal Accounting Officer), on August 8, 2025[21](index=21&type=chunk)

Financial Data and Key Metrics Changes - The company closed on the placement of $750 million of new senior secured second lien notes, using proceeds to pay off outstanding senior notes and a portion of Term Loan B2, leaving $36 million remaining [6] - The second quarter earnings per share were a loss of $0.59, impacted by $38 million of financing transaction costs and other adjustments [16] - Cash and cash equivalents totaled $31.7 million at June 30, with net leverage at the end of Q2 at 4.4x, a half turn below the end of Q1 [16][17] Business Line Data and Key Metrics Changes - Local Media division revenue declined 8% year-over-year due to lack of political advertising revenue, with local media segment profit nearly $56 million compared to $88 million in 2024 [8][12] - Scripps Networks revenue was $206 million, down 1.4% from the previous year, but CTV revenue increased by 57% [13][14] - The Other segment reported a loss of $7 million, an improvement from a loss of $9.2 million in the prior year [15] Market Data and Key Metrics Changes - Local Media distribution revenue was down 1% year-over-year, with a 5% increase in retail advertising [10][11] - The company expects Local Media division revenue to decline in the mid to high 20% range for Q3, while Scripps Networks division revenue is expected to be down low single digits [12][15] Company Strategy and Development Direction - The company is focused on debt reduction as a top priority, with plans to pay off remaining term loan balances through cash flow [7][20] - Scripps is pursuing opportunities for portfolio optimization and local coverage expansion through station swaps and asset sales [21][31] - The company anticipates industry deregulation will enhance its financial strength and local programming capabilities [21][22] Management's Comments on Operating Environment and Future Outlook - Management noted a soft advertising climate but highlighted strong performance in sports advertising, particularly from the NBA Finals and NHL playoffs [9][19] - There is ongoing uncertainty in the advertising market, particularly in the automotive sector, which has seen significant weakness [46][50] - Management remains optimistic about potential recovery in advertising demand as economic uncertainties resolve [50] Other Important Information - The company has introduced an accounts receivable securitization facility with a capacity of $450 million, contributing to debt management [7] - The management team is executing a plan to improve financial performance and operating profile, with a focus on shareholder value [20][26] Q&A Session Summary Question: Insights on deregulation and future opportunities - Management believes greater depth in market is necessary for asset performance and is actively pursuing swaps and asset sales to improve portfolio durability [30][31] Question: Clarification on Q3 guidance - Core advertising is expected to be flat, with political contributions anticipated to build throughout the year, primarily impacting Q4 [35][36] Question: Current advertising environment and advertiser sentiment - The advertising environment is characterized by hesitancy, particularly in the automotive sector, but there is hope for recovery as uncertainties diminish [44][50] Question: Impact of search traffic decline and AI - The company employs technical solutions to protect its IP and anticipates mixed impacts from AI on direct traffic and brand building [52][55] Question: Thoughts on CBS non-renewal in Atlanta market - Management views the CBS non-renewal as a one-off situation rather than a trend, indicating a changing value perception between networks and affiliates [60] Question: Net retransmission margin expectations - The company expects net retrans margin expansion due to expense savings in programming, despite ongoing subscriber churn [62][65] Question: Contribution of sports strategy to core advertising - The sports strategy is estimated to contribute low single digits to core advertising growth, with specific revenue impacts from recent sports events [68][70]

Revenue Projections - Estimated total operating revenues for the three months ended June 30, 2025, are projected to be between $538.5 million and $541.7 million, compared to $573.6 million in the same period of 2024, indicating a decrease of approximately 5.6% to 6.1%[2] - Estimated core advertising revenues for the three months ended June 30, 2025, are projected to range from $331.4 million to $333.4 million, compared to $336.5 million in the same period of 2024, indicating a slight decline[2] Profit and Loss - Estimated net loss for the three months ended June 30, 2025, is projected to be between $38.4 million and $33.6 million, a significant decline from a net income of $1.4 million in the same period of 2024[5] - Local Media segment profit for the three months ended June 30, 2025, is estimated to be between $54.8 million and $56.8 million, down from $88.1 million in the same period of 2024, representing a decrease of approximately 38.0% to 37.0%[6] - Scripps Networks segment profit for the three months ended June 30, 2025, is estimated to be between $55.0 million and $57.0 million, compared to $37.7 million in the same period of 2024, indicating an increase of approximately 46.5% to 51.5%[6] Cash Flow and Debt - Unlevered Free Cash Flow for the three months ended June 30, 2025, is estimated to be between $74.9 million and $78.6 million, compared to $76.4 million in the same period of 2024, indicating a slight decline[5] - Cash and cash equivalents as of June 30, 2025, are estimated to be $31.66 million, an increase from $26.65 million as of June 30, 2024[7] - Long-term debt as of June 30, 2025, is estimated to be $2.62 billion, a decrease from $2.87 billion as of June 30, 2024, reflecting a reduction of approximately 9.0%[7] Expenses - Adjusted EBITDA for the three months ended June 30, 2025, is estimated to range from $87.3 million to $90.5 million, down from $99.96 million in the same period of 2024, reflecting a decrease of approximately 12.8% to 13.0%[5] - Estimated expenses for the Scripps Networks segment decreased by 12% compared to the three months ended June 30, 2024, contributing to an improved profit margin exceeding 27%[6]

Core Points - The E.W. Scripps Company reported $540 million in revenue for Q2 2025, a decrease of 5.8% from the previous year [7][25] - The company experienced a loss attributable to shareholders of $51.7 million, or 59 cents per share, compared to a loss of $13 million, or 15 cents per share, in the prior-year quarter [9][17] - Key highlights included a station swap with Gray Media, a renewed agreement with WNBA, and a successful refinancing of $750 million in bonds [4][5][8] Financial Performance - Revenue for the Local Media segment was $335 million, down 8.3% year-over-year, while Scripps Networks revenue was $206 million, down 1.4% [10][12] - Total costs and expenses decreased to $457 million from $479 million in the prior-year quarter [7] - The company’s net leverage improved to 4.4x, down from 4.9x at the end of Q1 2025 [7] Strategic Initiatives - The company is focusing on its Scripps Sports strategy, capitalizing on the popularity of women's sports and the decline of regional sports networks [3] - The recent station swap with Gray Media aims to enhance local news coverage and financial performance [4] - Scripps plans to expand its local sports and news strategies in key markets, leveraging new duopolies created by the station swap [4] Revenue Drivers - Sports programming contributed positively to revenue performance, with streaming and connected TV revenue growing 57% in Q2 [3] - The WNBA and NWSL partnerships are significant contributors to the Networks division, helping to stabilize revenue amidst economic uncertainty [3][12] - Political revenue was significantly lower at $2.6 million compared to $28.2 million in the prior-year quarter, reflecting the absence of an election year [18] Financial Condition - As of June 30, cash and cash equivalents totaled $31.7 million, with total debt at $2.7 billion [13] - The company completed refinancing transactions that improved its financial position, including paying off $719 million in term loans [14] - The Scripps Howard Fund raised over $125,000 for flood relief efforts in Central Texas [7]

Core Insights - E.W. Scripps Company (SSP) is set to report its second-quarter 2025 results on August 7, with expected revenues of $546.65 million, reflecting a 4.70% year-over-year decline. The earnings consensus indicates a loss of 4 cents per share, an improvement from a loss of 15 cents per share in the same quarter last year [1][9]. Revenue and Earnings Expectations - The Zacks Consensus Estimate for second-quarter 2025 revenues is $546.65 million, indicating a 4.70% decline compared to the previous year [1][9]. - The consensus for earnings is a loss of 4 cents per share, which is an improvement from the loss of 15 cents per share reported in the same quarter last year [1][9]. Segment Performance - The Networks segment is expected to show measurable gains due to the reintroduction of WNBA and National Women's Soccer League broadcasts on the ION network, supported by pre-sold advertising inventory and premium pricing [3]. - Scripps Networks is likely to maintain strong profitability, building on a 32% margin achieved in the first quarter, driven by cost reductions and increased connected-TV revenues [4]. - The Local Media segment is anticipated to face revenue pressure, with expected declines in the high single digits due to ongoing tariff-driven uncertainty, which may negatively impact profitability [6][9]. Financial Stability - E.W. Scripps is expected to benefit from refinancing actions taken in the previous quarter, which included extending debt maturities and reducing near-term refinancing risk, contributing to stronger operational stability [5].

Core Insights - The E.W. Scripps Company has appointed Sandy Padula as vice president, head of enterprise research and consumer insights to enhance its consumer insights strategy [1][2] Group 1: Appointment and Role - Sandy Padula will lead enterprise-wide research initiatives that utilize audience and market intelligence across Scripps' national networks and over 60 local television stations [2] - Padula will collaborate with Scripps' sales teams to create advanced advertising tools aimed at optimizing campaign effectiveness and measuring impact in real-time [2] Group 2: Background and Expertise - Padula has extensive experience in media research, having worked with studios, networks, nonprofits, and national brands to convert multiplatform measurement into actionable business strategies [3] - Her previous role was as senior vice president of research and consumer insight at WarnerMedia Entertainment, where she provided strategic insights that influenced major content and marketing initiatives [3] - Most recently, she led a consulting firm focused on research-driven growth strategies [3] Group 3: Company Perspective - Keisha Taylor Starr, Scripps' chief marketing officer, emphasized Padula's expertise in data storytelling and market trends analysis as a significant asset for the company [4] - Padula is expected to enhance Scripps' commitment to innovative, data-informed strategies that yield transformative results for brands and consumers [4] Group 4: Company Overview - The E.W. Scripps Company is a diversified media entity, operating over 60 local television stations and reaching households across the U.S. with national news outlets and entertainment brands [5] - Scripps is the largest holder of broadcast spectrum in the nation and serves professional and college sports leagues with extensive market reach [5]

Core Viewpoint - The E.W. Scripps Company has initiated a private offering of $650 million in new senior secured second-lien notes, maturing in 2030, to improve its financial position and manage existing debt [1][3]. Group 1: Offering Details - The offering is subject to market conditions and is exempt from the registration requirements of the Securities Act of 1933 [2][4]. - The notes will be guaranteed by certain existing and future subsidiaries and secured on a second-lien basis by substantially all of the company's assets [2][4]. Group 2: Use of Proceeds - The net proceeds from the offering will be used to redeem all outstanding 5.875% senior notes due in 2027, pre-pay a portion of existing borrowings under the term loan B-2 facility due in 2028, and cover transaction-related fees and expenses [3]. Group 3: Company Overview - The E.W. Scripps Company is a diversified media entity, operating over 60 local TV stations across more than 40 markets in the U.S. and providing quality local journalism [7]. - The company also operates national news outlets and entertainment brands, and is the largest holder of broadcast spectrum in the nation [7].

Core Insights - The E.W. Scripps Company (SSP) is enhancing its sports strategy through national and local partnerships, focusing on leagues like the WNBA and NWSL, and introducing new events to maintain a year-round premium sports content lineup [1][9] Group 1: Sports Partnerships and Strategy - SSP has strengthened ties with teams such as the Las Vegas Aces and Florida Panthers, renewing its multi-year agreement with the WNBA and adding the Tampa Bay Lightning to its sports portfolio [2] - New properties like the SI Women's Games and the Fort Myers Tip-Off Women's College Basketball Tournament are set for the fourth quarter, ensuring continuous sports programming [1][9] Group 2: Financial Performance - In Q1 2025, Scripps Networks reported revenues of $198 million, accounting for 37.8% of total company revenues, with a segment margin of 32%, the highest since Q4 2022, driven by a 42% year-over-year increase in Connected TV revenues [3] - The demand for live sports programming, particularly from the WNBA and NWSL, has significantly contributed to this performance [3] Group 3: Competitive Landscape - SSP faces competition from Gray Media, which extended its partnership with the New Orleans Saints and formed a new partnership with the Carolina Panthers to broadcast games in Spanish [4] - Tegna has also expanded its agreement with the Indiana Fever, increasing the broadcast reach to 4.6 million households across 11 additional Midwest markets [5] Group 4: Stock Performance and Valuation - SSP shares have increased by 48.9% year-to-date, outperforming the Zacks Broadcast Radio and Television industry's growth of 25.4% and the Zacks Consumer Discretionary sector's return of 11.4% [6] - The stock is currently trading at a forward 12-month Price/Sales ratio of 0.13X, significantly lower than the industry's 4.48X, indicating a strong value position [10]

Core Insights - The E.W. Scripps Company (SSP) and TEGNA (TGNA) are adapting to changes in the local media landscape with differing strategies for growth and cost management [1][2] Group 1: SSP Overview - SSP is expanding its local media segment through a station swap with Gray Media, acquiring KKTV, a CBS affiliate, to enhance its presence in the Western U.S. market [3][5] - The company is implementing centralized production and AI tools to improve operational efficiency and manage costs, while keeping employee costs low [4][6] - In Q1 2025, SSP's local media segment generated $325 million in revenues, with a segment profit of $35 million, supported by cost controls and sports programming partnerships [6] Group 2: TGNA Overview - TEGNA is focusing on building a stronger foundation through leadership changes, system upgrades, and a new sales performance structure, while utilizing resource sharing across stations [7] - The company faces challenges with soft consumer confidence and cautious advertising spending, which may impact its near-term advertising performance [8][10] - As of March 31, 2025, TEGNA reported total debt of $3.08 billion and a net leverage ratio of 2.8X, raising concerns about its financial flexibility [9][10] Group 3: Comparative Analysis - Valuation-wise, SSP shares are trading at a Price/Sales ratio of 0.12X, significantly lower than TGNA's 0.94X, indicating a cheaper valuation for SSP [11] - Year-to-date, SSP shares have increased by 41.2%, while TGNA shares have decreased by 8.6%, reflecting differing investor sentiments towards the two companies [13] - SSP is viewed as having better growth potential due to its active strategies and operational efficiency, while TEGNA is seen as struggling with weak demand and stagnant growth [18][19]