Scripps(SSP) - 2022 Q4 - Annual Report

PART I Business The company operates Local Media and Scripps Networks divisions, focusing on free ad-supported TV, and recently launched a Scripps Sports division - The company operates through two main divisions: Local Media (61 local TV stations) and Scripps Networks (nine national networks like ION, Bounce, and Court TV)[15] - In December 2022, Scripps launched a new Scripps Sports division to negotiate sports rights for its Local Media and Scripps Networks businesses[16] - The company is focusing on the growing free over-the-air (OTA) market, which is expected to surpass 50 million households in 2025, and has launched a national marketing campaign to promote antenna use[17] - In January 2023, the company announced a strategic restructuring to create a leaner operating structure, aiming for at least $40 million in annual savings[18][161] Local Media The Local Media segment's 61 stations derive revenue from advertising and distribution fees, with key expenses in programming and employee costs - The Local Media segment includes 61 TV stations in 41 markets, with affiliations including 18 with ABC, 11 with NBC, and 9 with CBS[22] - Approximately 75% of subscribers under retransmission consent agreements are subject to negotiation in 2023, highlighting a key area for revenue renewal[32] Local Media 2022 Revenue and Expense Breakdown | Category | Percentage of Segment | | :--- | :--- | | Revenue Sources | | | Distribution Revenues | 44% | | Core Advertising | 42% | | Political Advertising | 13% | | Expense Categories | | | Programming Costs | 43% | | Employee Costs | 38% | Scripps Networks The Scripps Networks segment operates nine national networks, generating revenue primarily from advertising and capitalizing on cord-cutting trends - The segment operates nine national networks: ION, Bounce, Court TV, Defy TV, Grit, ION Mystery, Laff, Scripps News, and TrueReal[55] - Revenue is generated principally from advertising sales, which are subject to seasonality, with the second and fourth quarters typically being higher[56][57] - Programming expenses accounted for 53% of the segment's costs in 2022, reflecting investments in programming and distribution carriage agreements[58] - ION, the largest network in the segment, reaches around 80 million homes and has the fifth-largest average prime-time audience among all broadcast networks[59] Federal Regulation of Broadcasting The company's broadcast operations are extensively regulated by the FCC, including ownership limits, license renewals, and retransmission consent - Broadcast licenses are granted for up to eight years and are renewable; the company has never had a license revoked or denied renewal[41] - The company's national audience reach is 38.0% of television households, just under the FCC's 39% cap, after applying the 'UHF discount'[43] - The company negotiates retransmission consent agreements with cable and satellite providers for the majority of its stations, while the acquired ION stations rely on 'must-carry' rules for carriage[51] - Scripps stations are participating in the voluntary transition to the new ATSC 3.0 digital television standard, which allows for enhanced services but requires simulcasting arrangements[48] Employees and Human Capital Resource Management The company employed approximately 5,700 people at year-end 2022, emphasizing a strong culture, EDI strategy, and competitive compensation - As of year-end 2022, the company had approximately 5,700 full-time equivalent employees, with about 4,400 in Local Media and 900 in Scripps Networks[71] - The company's Equity, Diversity, and Inclusion (EDI) strategy is built on four pillars: Race, Gender, LGBTQ+, and veterans, and is led by a chief diversity officer[73][74] - Compensation includes a mix of base salary, bonuses, commissions, and long-term share-based incentives to align leadership interests with shareholders[78] - The company enforces a Code of Conduct for all employees and has specific ethics codes for its CEO, senior financial officers, and journalists[80] Risk Factors The company faces significant business, ownership, and indebtedness risks, including advertising dependency, concentrated control, and substantial debt Risks Related to Our Businesses Business risks include reliance on cyclical advertising revenue, audience fragmentation, potential loss of key agreements, and cybersecurity threats - The majority of revenues come from advertising, which is sensitive to economic downturns, declining linear TV viewing due to cord-cutting, and the cyclical nature of political advertising[83][84] - Audience fragmentation from direct-to-consumer streaming could negatively impact advertising rates and retransmission consent revenues[86] - The loss or costly renewal of network affiliation agreements (e.g., with ABC, NBC, CBS) or carriage agreements for national networks could adversely affect operating results[87][89] - Cybersecurity risks, such as data breaches or network disruptions, could lead to financial liability, reputational damage, and loss of clients[101] - The $600 million in preferred shares issued to Berkshire Hathaway include restrictions, such as prohibiting common share dividends and repurchases until the preferred shares are redeemed[103] Risks Related to the Ownership of Scripps Class A Common Shares Ownership risks stem from the Scripps family's concentrated voting control, which can influence corporate actions and affect stock price - Descendants of Edward W. Scripps own approximately 93% of Common Voting shares, enabling them to elect two-thirds of the Board of Directors and control the outcome of most shareholder votes[104] - This concentrated control could discourage potential mergers, takeovers, or other change-of-control transactions, which may adversely affect the market price of Class A Common shares[104] Risks Related to Our Indebtedness The company's substantial debt of approximately $2.9 billion poses risks through restrictive covenants, debt service requirements, and interest rate exposure - As of December 31, 2022, the company had approximately $2.9 billion in outstanding debt, which requires a substantial portion of cash flow for payments and may limit flexibility[108][110] - Debt agreements impose restrictive covenants on activities such as incurring additional debt, paying dividends, making investments, and merging or selling assets[112] - Borrowings under the Credit Agreement are at variable interest rates, exposing the company to risk from rising interest rates[115] - The phase-out of LIBOR, scheduled for June 30, 2023, and the transition to SOFR could result in higher interest rates on variable rate debt[116][117] Unresolved Staff Comments The company reports that it has no unresolved staff comments - None[118] Properties The company owns or leases all necessary facilities, including offices, studios, and transmission towers, which are in good condition - The company owns or leases facilities and equipment for its television stations and leases its principal executive offices and facilities for its Scripps Networks business[119] Legal Proceedings The company is involved in ordinary course litigation that is not expected to result in a material loss - The company is involved in litigation arising in the ordinary course of business, none of which is expected to result in material loss[121] Mine Safety Disclosures The company reports that it has no mine safety disclosures - None[122] Executive Officers of the Company This section lists key executive officers, including the CEO, CFO, and COO, along with their respective ages and positions Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Adam P. Symson | 48 | President and Chief Executive Officer | | Jason Combs | 46 | Executive Vice President and Chief Financial Officer | | Lisa A. Knutson | 57 | Chief Operating Officer | | Brian G. Lawlor | 56 | President, Scripps Sports | | Laura M. Tomlin | 47 | Executive Vice President, Chief Administrative Officer | | William Appleton | 74 | Executive Vice President, General Counsel | | Daniel W. Perschke | 43 | Vice President, Controller (Principal Accounting Officer) | PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's Class A shares trade on NASDAQ, with approximately 14,500 owners, and share repurchases are currently prohibited - Class A Common shares are traded on NASDAQ under the symbol 'SSP'[125] - As of December 31, 2022, there were approximately 14,500 owners of Class A Common shares and 50 owners of Common Voting shares[125] - The company is prohibited from repurchasing its common shares until the preferred stock issued to Berkshire Hathaway is redeemed[126] Management's Discussion and Analysis of Financial Condition and Results of Operations In 2022, revenue grew to $2.45 billion, driven by political and distribution revenue, while the company focused on debt reduction and restructuring Consolidated Results of Operations Consolidated operating revenues grew 7.4% to $2.45 billion in 2022, with net income increasing significantly to $195.9 million - The 7.4% increase in operating revenues was mainly due to higher political advertising revenue during the 2022 election year and increased distribution revenues in the Local Media division[165] - Cost of revenues increased 12% in 2022, driven by higher network affiliation fees and increased investment in syndicated and original programming[166] - The company recorded a gain on debt extinguishment of $8.6 million in 2022 from redeeming senior notes below par, compared to a loss of $15.3 million in 2021[172] Consolidated Results of Operations (in thousands) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Operating revenues | $2,453,215 | $2,283,532 | 7.4% | | Operating income | $428,344 | $400,745 | 6.9% | | Net income | $195,902 | $122,712 | 59.6% | Business Segment Results In 2022, Local Media segment profit surged 44.1% while Scripps Networks profit declined 20.3% due to a soft national advertising market - Local Media revenue increased 13.3% to $1.49 billion, primarily due to a $176 million increase in political advertising revenue and a $38.2 million increase in distribution revenue[183][187] - Scripps Networks revenue grew slightly by 1.0% to $961.2 million, as higher CTV and general market advertising pricing were offset by softness in the national ad market[183][193] Segment Profit (Loss) (in thousands) | Segment | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Local Media | $386,369 | $268,140 | 44.1% | | Scripps Networks | $310,336 | $389,278 | (20.3)% | | Shared services and corporate | ($82,280) | ($75,576) | 8.9% | Liquidity and Capital Resources The company maintains liquidity through cash and a revolving credit facility, actively managed its debt in 2022, and has total contractual obligations of $6.8 billion - As of December 31, 2022, the company had $18.0 million in cash and $393 million of borrowing capacity under its revolving credit facility[199] - In 2022, the company used cash on hand to redeem $59.0 million of 2027 Senior Notes, $26.6 million of 2029 Senior Notes, $85.9 million of 2031 Senior Notes, and made $100 million in additional payments on its 2028 term loan[159][203] - In February 2023, the Board authorized a new debt repurchase program for up to $500 million, expiring in March 2026[207][384] Cash Flow Summary (in thousands) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $311,423 | $237,000 | | Net cash used in investing activities | ($66,393) | ($2,455,996) | | Net cash (used in) provided by financing activities | ($327,483) | $693,475 | Critical Accounting Policies and Estimates Critical accounting policies involve significant estimates for goodwill impairment testing, FCC license valuation, and pension plan assumptions - Goodwill impairment testing is critical; the annual test indicated the fair value of the Scripps Networks reporting unit exceeded its carrying value by only 2.5%, and a 50 basis point increase in the discount rate could result in an impairment[220] - The fair value of FCC licenses ($780 million carrying value) is tested annually using a 'Greenfield Approach' (a discounted cash flow model), which is sensitive to assumptions about market revenues and growth[221] - Pension plan accounting relies on key assumptions for the discount rate (5.47%) and the expected long-term rate of return on plan assets (5.50%)[223][224] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate exposure from its variable rate debt, with a 1% rate increase costing an estimated $15.8 million annually - The company is subject to interest rate risk from its variable rate borrowings; a 100 basis point increase in LIBOR would increase annual interest expense by approximately $15.8 million[231] Fair Value of Long-Term Debt (as of Dec 31, 2022) | Debt Instrument | Cost Basis (in thousands) | Fair Value (in thousands) | | :--- | :--- | :--- | | Senior secured notes, due 2029 | $523,356 | $426,535 | | Senior unsecured notes, due 2027 | $425,667 | $384,697 | | Senior unsecured notes, due 2031 | $392,071 | $316,107 | | Term loans (2024, 2026, 2028) | $1,579,687 | $1,550,506 | | Total Long-term debt | $2,920,781 | $2,677,845 | Financial Statements and Supplementary Data This section contains the audited consolidated financial statements and the unqualified opinion from the independent auditor, Deloitte & Touche LLP Reports of Independent Registered Public Accounting Firm The auditor, Deloitte & Touche LLP, issued unqualified opinions on the financial statements and internal controls, identifying goodwill valuation as a critical audit matter - The auditor, Deloitte & Touche LLP, issued an unqualified (clean) opinion on the financial statements and the company's internal control over financial reporting[239][249] - The valuation of the Scripps Networks reporting unit's goodwill (approx. $2 billion) was identified as a Critical Audit Matter due to the significant judgments and estimates required for its fair value calculation[244][245] Consolidated Financial Statements The financial statements show total assets of $6.43 billion, long-term debt of $2.85 billion, and a net income of $195.9 million for 2022 Consolidated Balance Sheet Highlights (as of Dec 31, 2022) | Account | Amount (in thousands) | | :--- | :--- | | Total Assets | $6,431,005 | | Goodwill | $2,920,574 | | Total Liabilities | $4,300,180 | | Long-term debt (net) | $2,853,793 | | Total Equity | $2,130,825 | Consolidated Statement of Operations Highlights (Year ended Dec 31, 2022) | Account | Amount (in thousands) | | :--- | :--- | | Total operating revenues | $2,453,215 | | Operating income | $428,344 | | Net income | $195,902 | | Diluted EPS | $1.62 | Notes to Consolidated Financial Statements The notes detail key financial items including the ION acquisition, goodwill allocation, long-term debt structure, and preferred stock terms - The 2021 acquisition of ION Media Networks was completed for $2.65 billion, adding $1.8 billion in goodwill to the Scripps Networks segment[327][333] - As of Dec 31, 2022, goodwill was $2.92 billion, with $2.01 billion allocated to Scripps Networks and $0.91 billion to Local Media[364] - Total outstanding principal on long-term debt was $2.92 billion at year-end 2022[368] - The company has $600 million in Series A Preferred Shares outstanding, held by Berkshire Hathaway, which carry an 8% annual dividend if paid in cash[421] PART III Part III incorporates information by reference from the company's 2023 proxy statement regarding directors, compensation, and ownership Directors, Executive Officers and Corporate Governance Information on directors and corporate governance is incorporated by reference from the company's Proxy Statement - Information required by this item is incorporated by reference to the company's definitive proxy statement[136][137] Executive Compensation Information regarding executive compensation is incorporated by reference from the company's Proxy Statement - Information required by this item is incorporated by reference to the company's definitive proxy statement[139] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership by management and beneficial owners is incorporated by reference from the company's Proxy Statement - Information required by this item is incorporated by reference to the company's definitive proxy statement[140] Certain Relationships and Related Transactions, and Director Independence Information on related party transactions and director independence is incorporated by reference from the company's Proxy Statement - Information required by this item is incorporated by reference to the company's definitive proxy statement[141] Principal Accounting Fees and Services Information on accounting fees and services is incorporated by reference from the Audit Committee's report in the company's Proxy Statement - Information required by this item is incorporated by reference to the company's definitive proxy statement[142] PART IV Exhibits and Financial Statement Schedules This section lists all documents filed with the Form 10-K, including financial statements, auditor reports, and material contracts - This section provides an index of all exhibits filed with the Form 10-K, including financial statements, auditor reports, and material contracts[143][146] Form 10-K Summary The company reports that there is no Form 10-K summary - None[144]