Company Quick10K Filing
EW Scripps
Price12.54 EPS-0
Shares81 P/E-146
MCap1,014 P/FCF92
Net Debt1,899 EBIT77
TEV2,913 TEV/EBIT38
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-03-31 Filed 2020-05-08
10-K 2019-12-31 Filed 2020-02-28
10-Q 2019-09-30 Filed 2019-11-08
10-Q 2019-06-30 Filed 2019-08-09
10-Q 2019-03-31 Filed 2019-05-10
10-K 2018-12-31 Filed 2019-03-01
10-Q 2018-09-30 Filed 2018-11-09
10-Q 2018-06-30 Filed 2018-08-03
10-Q 2018-03-31 Filed 2018-05-07
10-K 2017-12-31 Filed 2018-02-28
10-Q 2017-09-30 Filed 2017-11-03
10-Q 2017-06-30 Filed 2017-08-03
10-Q 2017-03-31 Filed 2017-05-05
10-K 2016-12-31 Filed 2017-02-24
10-Q 2016-09-30 Filed 2016-11-04
10-Q 2016-06-30 Filed 2016-08-05
10-Q 2016-03-31 Filed 2016-05-06
10-K 2015-12-31 Filed 2016-02-26
10-Q 2015-09-30 Filed 2015-11-06
10-Q 2015-06-30 Filed 2015-08-10
10-Q 2015-03-31 Filed 2015-05-08
10-K 2014-12-31 Filed 2015-03-13
10-Q 2014-09-30 Filed 2014-11-07
10-Q 2014-06-30 Filed 2014-08-08
10-Q 2014-03-31 Filed 2014-05-09
10-K 2013-12-31 Filed 2014-03-04
10-Q 2013-09-30 Filed 2013-11-08
10-Q 2013-06-30 Filed 2013-08-09
10-Q 2013-03-31 Filed 2013-05-07
10-K 2012-12-31 Filed 2013-03-06
10-Q 2012-09-30 Filed 2012-11-09
10-Q 2012-06-30 Filed 2012-08-07
10-Q 2012-03-31 Filed 2012-05-08
10-K 2011-12-31 Filed 2012-03-07
10-Q 2011-09-30 Filed 2011-11-09
10-Q 2011-06-30 Filed 2011-08-09
10-Q 2011-03-31 Filed 2011-05-10
10-K 2010-12-31 Filed 2011-03-02
10-Q 2010-09-30 Filed 2010-11-02
10-Q 2010-06-30 Filed 2010-08-09
10-Q 2010-03-31 Filed 2010-05-10
10-K 2009-12-31 Filed 2010-03-05
8-K 2020-05-08
8-K 2020-04-13
8-K 2020-02-28
8-K 2019-12-19
8-K 2019-11-08
8-K 2019-09-19
8-K 2019-08-09
8-K 2019-07-26
8-K 2019-07-12
8-K 2019-07-08
8-K 2019-06-18
8-K 2019-05-13
8-K 2019-05-10
8-K 2019-05-01
8-K 2019-03-26
8-K 2019-03-20
8-K 2019-03-01
8-K 2018-12-03
8-K 2018-11-13
8-K 2018-11-09
8-K 2018-11-06
8-K 2018-10-29
8-K 2018-10-27
8-K 2018-09-24
8-K 2018-08-03
8-K 2018-05-22
8-K 2018-05-10
8-K 2018-05-10
8-K 2018-05-07
8-K 2018-02-28
8-K 2018-02-15
8-K 2018-01-31
8-K 2018-01-25

SSP 10Q Quarterly Report

Part I
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.A ssp-ex31a20200331x10q.htm
EX-31.B ssp-ex31b20200331x10q.htm
EX-32.A ssp-ex32a20200331x10q.htm
EX-32.B ssp-ex32b20200331x10q.htm

EW Scripps Earnings 2020-03-31

Balance SheetIncome StatementCash Flow
3.62.92.21.40.70.02012201420172020
Assets, Equity
0.40.30.20.10.0-0.12012201420172020
Rev, G Profit, Net Income
0.90.60.30.0-0.3-0.62012201420172020
Ops, Inv, Fin

Document
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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 March 31, 2020
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)
Ohio
 
31-1223339
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification Number)
312 Walnut Street
Cincinnati, Ohio    45202
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share
SSP
NASDAQ 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 filer
Accelerated filer
Emerging growth company
Non-accelerated filer
Smaller 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 March 31, 2020, there were 69,456,797 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 March 31, 2020

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

Other than the risk factor set forth below, there have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our 2019 Annual Report on Form 10-K.

The coronavirus (COVID-19) pandemic has materially affected how we, our vendors and our customers are operating, and the extent to which this pandemic will impact our future results of operations and overall financial condition remains uncertain.

The global spread of COVID-19 has created significant volatility, uncertainty and disruption in economies around the world. The extent to which the coronavirus pandemic impacts our operations, financial results and financial condition will depend on numerous evolving factors that we may not be able to accurately predict, including: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; the effect on our customers, including advertisers, and their demand for our services; our ability to sell and provide our services, including as a result of travel restrictions and individuals working from home; the ability of our customers to pay for our services; and any closures of our offices and facilities or those of our vendors and our customers. Customers may also slow down decision making, delay planned advertising or seek to modify or terminate existing agreements with us.

The duration of the pandemic and the extent of the impact on us and others depend on future developments out of our control that are unknown at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions, the pace of development of cures or vaccines, and the impact of these and other factors on our business, employees, vendors and customers. Any of these factors could exacerbate other risks and uncertainties disclosed in our Annual Report on Form 10-K and could materially adversely affect our business, financial condition, results of operations and/or stock price.

3



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

There were no sales of unregistered equity securities during the quarter ended March 31, 2020.

In November 2016, our Board of Directors authorized a repurchase program of up to $100 million of our Class A Common shares. We repurchased a total of $50.3 million of shares under the authorization prior to its expiration on March 1, 2020. In February 2020, our Board of Directors authorized a new share repurchase program of up to $100 million of our Class A Common shares through March 1, 2022. Shares can be repurchased under the authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. No shares were repurchased under either authorization during the first quarter of 2020.

Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities during the quarter ended March 31, 2020.

Item 4. Mine Safety Disclosures
None.

Item 5. Other Information
The following table presents information on matters submitted to a vote of security holders at our May 4, 2020 Annual Meeting of Shareholders:
Descriptions of Matters Submitted
 
In Favor
 
Against
 
Authority Withheld
 
 
 
 
 
 
 
1. Election of Directors
 
 
 
 
 
 
          Directors elected by holders of Class A Common Shares:
 
 
 
 
 
 
               Lauren Rich Fine
 
41,616,753
 
 
8,144,003
               Wonya Y. Lucas
 
41,680,519
 
 
8,080,237
               Kim Williams
 
41,248,012
 
 
8,512,744
          Directors elected by holders of Common Voting Shares:
 
 
 
 
 
 
               Marcellus W. Alexander, Jr.
 
10,736,776
 
 
               Charles L. Barmonde
 
10,736,776
 
 
               Richard A. Boehne
 
10,736,776
 
 
               Kelly P. Conlin
 
10,736,776
 
 
               John W. Hayden
 
10,736,776
 
 
               Anne M. La Dow
 
10,736,776
 
 
               R. Michael Scagliotti
 
10,736,776
 
 
               Adam P. Symson
 
10,736,776
 
 
2. Vote by holders of Common Voting Shares to ratify Deloitte & Touche LLP as the independent registered public accountant
 
10,736,776
 
 
3. Advisory (non-binding) vote by holders of Common Voting Shares on executive compensation of named executive officers
 
10,736,776
 
 



4



Item 6. Exhibits
Exhibit Number
 
Exhibit Description
31(a)
 
31(b)
 
32(a)
 
32(b)
 
101
 
The Company's unaudited Condensed Consolidated Financial Statements and related Notes for the quarter ended March 31, 2020 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language).*
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* - Filed herewith

5



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

 
THE E.W. SCRIPPS COMPANY
 
 
 
Dated: May 8, 2020
By:
/s/ Douglas F. Lyons 
 
 
Douglas F. Lyons
 
 
Senior Vice President, Controller and Treasurer
 
 
(Principal Accounting Officer)



6



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 
March 31, 
2020
 
As of 
December 31, 
2019
 
 
 
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
179,627

 
$
32,968

Accounts receivable (less allowances— $3,961 and $3,546)
 
401,409

 
413,567

Programming
 
7,779

 
60,184

FCC repack receivable
 
29,241

 
29,651

Miscellaneous
 
52,754

 
41,074

Total current assets
 
670,810

 
577,444

Investments
 
11,434

 
8,553

Property and equipment
 
377,317

 
375,904

Operating lease right-of-use assets
 
135,138

 
138,640

Goodwill
 
1,275,327

 
1,271,855

Other intangible assets
 
1,047,791

 
1,061,791

Programming (less current portion)
 
146,187

 
96,256

Deferred income taxes
 
11,602

 
11,802

Miscellaneous
 
20,069

 
19,108

Total Assets
 
$
3,695,675

 
$
3,561,353

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
43,389

 
$
29,153

Unearned revenue
 
8,572

 
11,678

Current portion of long-term debt
 
10,612

 
10,612

Accrued liabilities:
 
 
 
 
Employee compensation and benefits
 
30,798

 
45,701

Programming liability
 
75,004

 
96,682

Accrued interest
 
14,180

 
15,352

Miscellaneous
 
64,991

 
46,624

Other current liabilities
 
26,725

 
43,678

Total current liabilities
 
274,271

 
299,480

Long-term debt (less current portion)
 
2,078,232

 
1,904,418

Deferred income taxes
 
34,575

 
19,833

Operating lease liabilities
 
121,947

 
123,739

Other liabilities (less current portion)
 
301,330

 
315,948

Equity:
 
 
 
 
Preferred stock, $.01 par — authorized: 25,000,000 shares; none outstanding
 

 

Common stock, $.01 par:
 
 
 
 
Class A — authorized: 240,000,000 shares; issued and outstanding: 69,456,797 and 69,027,524 shares
 
695

 
691

Voting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares
 
119

 
119

Total
 
814

 
810

Additional paid-in capital
 
1,119,485

 
1,117,095

Accumulated deficit
 
(136,898
)
 
(120,981
)
Accumulated other comprehensive loss, net of income taxes
 
(98,081
)
 
(98,989
)
Total equity
 
885,320

 
897,935

Total Liabilities and Equity
 
$
3,695,675

 
$
3,561,353

See notes to condensed consolidated financial statements.

F-2



The E.W. Scripps Company
Condensed Consolidated Statements of Operations (Unaudited)
 
 
Three Months Ended 
March 31,
(in thousands, except per share data)
 
2020
 
2019
 
 
 
 
 
Operating Revenues:
 
 
 
 
Advertising
 
$
259,714

 
$
174,241

Retransmission and carriage
 
138,950

 
87,283

Other
 
32,242

 
30,639

Total operating revenues
 
430,906

 
292,163

Costs and Expenses:
 
 
 
 
Employee compensation and benefits
 
149,919

 
110,203

Programming
 
144,969

 
97,995

Other expenses
 
87,080

 
61,442

Acquisition and related integration costs
 
4,910

 
3,480

Restructuring costs
 

 
938

Total costs and expenses
 
386,878


274,058

Depreciation, Amortization, and (Gains) Losses:
 
 
 
 
Depreciation
 
13,528

 
8,975

Amortization of intangible assets
 
14,387

 
8,817

(Gains) losses, net on disposal of property and equipment
 
1,433

 
173

Net depreciation, amortization, and (gains) losses
 
29,348


17,965

Operating income
 
14,680

 
140

Interest expense
 
(25,798
)
 
(8,916
)
Defined benefit pension plan expense
 
(1,026
)
 
(1,572
)
Miscellaneous, net
 
1,114

 
(800
)
Loss from operations before income taxes
 
(11,030
)
 
(11,148
)
Provision (benefit) for income taxes
 
779

 
(4,334
)
Net loss
 
$
(11,809
)
 
$
(6,814
)
 
 
 
 
 
Net loss per basic share of common stock
 
$
(0.15
)

$
(0.08
)
Net loss per diluted share of common stock
 
$
(0.15
)
 
$
(0.08
)
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 
March 31,
(in thousands)
 
2020
 
2019
 
 
 
 
 
Net loss
 
$
(11,809
)
 
$
(6,814
)
Changes in defined benefit pension plans, net of tax of $286 and $155
 
902

 
460

Other
 
6

 

Total comprehensive loss
 
$
(10,901
)
 
$
(6,354
)
See notes to condensed consolidated financial statements.

F-4



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

 
Three Months Ended 
March 31,
(in thousands)
 
2020

2019
 
 
 
 
 
Cash Flows from Operating Activities:
 



Net loss
 
$
(11,809
)
 
$
(6,814
)
Adjustments to reconcile net loss to net cash flows from operating activities:
 



Depreciation and amortization
 
27,915

 
17,792

(Gain)/loss on sale of property and equipment
 
1,433

 
173

Programming assets and liabilities
 
(28,834
)
 
(1,133
)
Deferred income taxes
 
14,672


(4,341
)
Stock and deferred compensation plans
 
2,208


7,352

Pension expense, net of contributions
 
(4,034
)

(408
)
Other changes in certain working capital accounts, net
 
10,996


(25,776
)
Miscellaneous, net
 
1,154


(37
)
Net cash provided by (used in) operating activities
 
13,701

 
(13,192
)
Cash Flows from Investing Activities:
 



Acquisitions, net of cash acquired



(55,199
)
Acquisition of intangible assets
 
(525
)
 
(404
)
Additions to property and equipment
 
(16,210
)

(13,440
)
Purchase of investments
 
(3,087
)

(115
)
Proceeds from FCC repack
 
2,719

 
1,520

Miscellaneous, net
 
773

 
1

Net cash used in investing activities
 
(16,330
)
 
(67,637
)
Cash Flows from Financing Activities:
 



Net borrowings under revolving credit facility
 
175,000

 

Payments on long-term debt
 
(2,653
)

(750
)
Dividends paid
 
(4,108
)
 
(4,040
)
Repurchase of Class A Common shares
 


(584
)
Tax payments related to shares withheld for vested stock and RSUs
 
(2,266
)

(3,649
)
Miscellaneous, net
 
(16,574
)

(2,862
)
Net cash provided by (used in) financing activities
 
149,399


(11,885
)
Effect of foreign exchange rates on cash and cash equivalents
 
(111
)
 
2

Increase (decrease) in cash and cash equivalents
 
146,659


(92,712
)
Cash and cash equivalents:
 



Beginning of year
 
32,968


107,114

End of period
 
$
179,627


$
14,402

 
 
 
 
 
Supplemental Cash Flow Disclosures
 
 
 
 
Interest paid
 
$
24,833


$
3,356

Income taxes paid
 
$
12

 
$
50

Non-cash investing information
 
 
 
 
Capital expenditures included in accounts payable
 
$
1,187

 
$
1,465

See notes to condensed consolidated financial statements.

F-5



The E.W. Scripps Company
Condensed Consolidated Statements of Equity (Unaudited)
Three Months Ended
March 31, 2020 and 2019
(in thousands, except per share data)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained Earnings (Accumulated Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss) ("AOCI")
 
Total
Equity
As of December 31, 2019
 
$
810

 
$
1,117,095

 
$
(120,981
)
 
$
(98,989
)
 
$
897,935

Comprehensive income (loss)
 

 

 
(11,809
)
 
908

 
(10,901
)
Cash dividend: declared and paid - $0.05 per share
 

 

 
(4,108
)
 

 
(4,108
)
Compensation plans: 429,273 net shares issued *
 
4

 
2,390

 

 

 
2,394

As of March 31, 2020
 
$
814

 
$
1,119,485

 
$
(136,898
)
 
$
(98,081
)
 
$
885,320


* Net of tax payments related to shares withheld for vested RSUs of $2,266 for the three months ended March 31, 2020.
As of December 31, 2018
 
$
807

 
$
1,106,984

 
$
(86,229
)
 
$
(95,397
)
 
$
926,165

Comprehensive income (loss)
 

 

 
(6,814
)
 
460

 
(6,354
)
Cash dividend: declared and paid - $0.05 per share
 

 

 
(4,040
)
 

 
(4,040
)
Repurchase of 180,541 Class A Common shares
 
(2
)
 
(582
)
 

 

 
(584
)
Compensation plans: 297,131 net shares issued *
 
3

 
2,183

 

 

 
2,186

As of March 31, 2019
 
$
808

 
$
1,108,585

 
$
(97,083
)
 
$
(94,937
)
 
$
917,373


* Net of tax payments related to shares withheld for vested RSUs of $3,649 for the three months ended March 31, 2019.
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 2019 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. Additionally, certain amounts in prior periods have been reclassified to conform to the current period's presentation.
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. Noncontrolling interest represents an owner’s share of the equity in certain of our consolidated entities. 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 media brands. All of our businesses provide content and services via digital platforms, including the Internet, smartphones and tablets. Our media businesses are organized into the following reportable business segments: Local Media, National Media and Other. Additional information for our business segments is presented in the Notes to Condensed Consolidated Financial Statements.

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

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plans; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks.
While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.
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 customers. The advertising includes a combination of broadcast air time, as well as digital 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. Advertising time is sold through a combination of local sales staff and national sales representative firms. Digital revenues are primarily generated from the sale of advertising to local and national customers on our local television websites, smartphone apps, tablet apps and other platforms.

F-7



Political Advertising Political advertising is generally sold through our Washington D.C. sales office. Advertising is sold to presidential, gubernatorial, Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) or other advocacy groups.
Retransmission Revenues We earn revenue from retransmission consent agreements with multi-channel video programming distributors (“MVPDs”) in our markets. The MVPDs are cable operators and satellite carriers who pay us to offer our programming to their customers. We also receive fees from over-the-top virtual MVPDs such as Hulu, YouTubeTV and AT&T Now. The fees we receive are typically based on the number of subscribers in our local market and the contracted rate per subscriber.
Other Products and Services We derive revenue from sponsorships and community events through our Local Media segment. Our National Media segment offers subscription services for access to premium content to its customers. Our Triton business earns revenue from monthly fees charged to audio publishers for converting their content into digital audio streams and inserting digital advertising into those audio streams and providing statistical measurement information about their listening audience. Our podcast business acts as a sales and marketing representative and earns commission for its work.
Refer to Note 12. 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.
Retransmission 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.
Other Revenues generated by our Triton business are recognized on a ratable basis over the contract term as the monthly service is provided to the customer.

Transaction Price Allocated to Remaining Performance Obligations — As of March 31, 2020, we had an aggregate transaction price of $53.2 million allocated to unsatisfied performance obligations related to contracts within our Triton business, most of which is expected to be recognized into revenue over the next 24 months.

We did not disclose the value of unsatisfied performance obligations on any other contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Contract Balances — Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing.
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, not to receive financing from our customers.
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 $4.0 million at March 31, 2020 and $3.5 million at December 31, 2019.

F-8



We record unearned revenue when cash payments are received in advance of our performance. We generally require amounts payable under advertising contracts with political advertising customers to be paid in advance. Unearned revenue totaled $8.6 million at March 31, 2020 and is expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $11.7 million at December 31, 2019. We recorded $6.0 million of revenue in the three months ended March 31, 2020 that was included in unearned revenue at December 31, 2019.
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.
  
ROU 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. Operating lease ROU 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. The operating lease ROU asset also includes any payments made at or before commencement and is 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. Lease expense for lease payments 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 2019 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 $4.2 million and $5.8 million for the first quarter of 2020 and 2019, respectively.
Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities.
The following table presents information about basic and diluted weighted-average shares outstanding:
 
 
Three Months Ended 
March 31,
(in thousands)
 
2020
 
2019
 
 
 
 
 
Numerator (for basic and diluted earnings per share)
 
 
 
 
Net loss
 
$
(11,809
)
 
$
(6,814
)
Less income allocated to RSUs
 



Numerator for basic and diluted earnings per share
 
$
(11,809
)
 
$
(6,814
)
Denominator
 
 
 
 
Basic weighted-average shares outstanding
 
81,077


80,673

Effect of dilutive securities:
 



Restricted stock units
 



Diluted weighted-average shares outstanding
 
81,077

 
80,673


For the three months ended March 31, 2020 and 2019, we incurred a net loss and the inclusion of RSUs would have been anti-dilutive. Accordingly, the diluted EPS calculation for the 2020 and 2019 periods excludes the effect from 2.2 million and 1.4 million of outstanding RSUs, respectively.


F-9




2. Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting Standards — In December 2019, the Financial Accounting Standards Board ("FASB") issued new guidance that simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The guidance also clarifies and amends existing guidance in order to improve the consistent application of, and simplify GAAP for, other areas of Topic 740. It is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We elected to early adopt this standard effective January 1, 2020, with no material impact on our condensed consolidated financial statements.

In March 2019, the FASB issued new guidance to align the accounting for the costs of producing films and episodic television series in response to changes in production and distribution models in the media and entertainment industry. The new guidance amends the capitalization, amortization, impairment, presentation and disclosure requirements for entities that produce and own content, and also aligns the impairment guidance for licensed content to the owned content fair value model. This guidance applies to broadcasters and entities that produce and distribute films and episodic television series through both traditional mediums and digital mediums. We adopted the standard on January 1, 2020. Upon adoption, we recorded all licensed programming assets and programming assets produced by us as non-current assets in our condensed consolidated balance sheets as of March 31, 2020. Prepaid programming rights for the purchase of podcast content rights continue to be reported as current assets in our condensed consolidated balance sheets. The adoption of the standard had no material impact on our condensed consolidated statements of operations.

In August 2018, the FASB issued new guidance to address a customer's accounting for implementation costs incurred in a cloud computing arrangement ("CCA") that is a service contract. The new guidance aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. We adopted the standard on January 1, 2020, with no material impact on our condensed consolidated financial statements.

In June 2016, the FASB issued new guidance that changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace today’s “incurred loss” model, which generally will result in the earlier recognition of allowances for losses. We adopted the standard on January 1, 2020. Considering current and expected future economic and market conditions related to COVID-19, we increased our allowances for accounts receivable $0.7 million. The adoption of the standard did not result in any other material impacts to our condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Standards — In March 2020, the FASB issued new guidance that provides optional expedients and exceptions to certain accounting requirements to facilitate the transition away from the use of London Interbank Offered Rate (LIBOR) and other interbank offered rates. The guidance is effective as of March 12, 2020 and will apply through December 31, 2022 to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We will evaluate transactions or contract modifications occurring as a result of reference rate reform to determine whether to apply the optional guidance on an ongoing basis.

In August 2018, the FASB issued new guidance to add, remove and clarify annual disclosure requirements related to defined benefit pension and other postretirement plans. The guidance is effective for fiscal years ending after December 15, 2020 with early adoption permitted, and it should be applied on a retrospective basis. We believe the main impact of this guidance will be to no longer disclose the amount in accumulated other comprehensive income that is expected to be recognized as part of net periodic benefit cost over the next year. Additionally, we will have to add a narrative description for any significant gains and losses affecting the benefit obligation for the period. We are currently evaluating the impact of this guidance on our disclosures.

3. Acquisitions

Television Stations Acquisitions

On September 19, 2019, we closed on the acquisition of eight television stations in seven markets from the Nexstar Media Group, Inc. ("Nexstar") transaction with Tribune Media Company ("Tribune"). Cash consideration for the transaction totaled $582 million. Seven of the stations were operated by Tribune, and its subsidiaries, and one was operated by Nexstar. Nexstar was required to divest these stations in order to complete its acquisition of Tribune.

F-10




On May 1, 2019, we acquired 15 television stations in 10 markets from Cordillera Communications, LLC ("Cordillera"), for $521 million in cash, plus a working capital adjustment of $23.9 million.

Effective January 1, 2019, we acquired three television stations owned by Raycom Media ("Raycom") — Waco, Texas ABC affiliate KXXV/KRHD and Tallahassee, Florida ABC affiliate WTXL — for $55 million in cash. These stations were divested as part of Gray Television's acquisition of Raycom.

The following table summarizes the fair values of the Raycom, Cordillera and Nexstar-Tribune assets acquired and liabilities assumed at the closing dates. The allocation of purchase price for the Cordillera and Nexstar-Tribune acquisitions reflect preliminary fair values.
(in thousands)
 
Raycom
 
Cordillera
 
Nexstar- Tribune
 
Total
 
 
 
 
 
 
 
 
 
Accounts receivable
 
$

 
$
26,264

 
$

 
$
26,264

Current portion of programming
 

 

 
11,997

 
11,997

Other current assets
 

 
986

 
3,541

 
4,527

Property and equipment
 
11,721

 
53,734

 
61,909

 
127,364

Operating lease right-of-use assets
 
296

 
4,667

 
82,447

 
87,410

Programming (less current portion)
 

 

 
9,830

 
9,830

Goodwill
 
18,349

 
254,176

 
167,322

 
439,847

Indefinite-lived intangible assets - FCC licenses
 
6,800

 
26,700

 
176,000

 
209,500

Amortizable intangible assets:
 

 

 
 
 

  Television network affiliation relationships
 
17,400

 
169,400

 
181,000

 
367,800

  Advertiser relationships
 
700

 
5,900

 
7,100

 
13,700

  Other intangible assets
 

 
13,000

 

 
13,000

Accounts payable
 

 
(15
)
 

 
(15
)
Accrued expenses
 

 
(5,239
)
 
(4,580
)
 
(9,819
)
Current portion of programming liabilities
 

 

 
(16,211
)
 
(16,211
)
Other current liabilities
 

 
(280
)
 
(3,185
)
 
(3,465
)
Operating lease liabilities
 
(296
)
 
(4,387
)
 
(79,766
)
 
(84,449
)
Programming liabilities
 

 

 
(15,079
)
 
(15,079
)
Net purchase price
 
$
54,970

 
$
544,906

 
$
582,325

 
$
1,182,201



Of the value allocated to amortizable intangible assets, television network affiliation relationships have an estimated amortization period of 20 years, advertiser relationships have estimated amortization periods of 5-10 years and the value allocated to a shared services agreement has an estimated amortization period of 20 years.

The goodwill of $440 million arising from the transactions consists largely of synergies, economies of scale and other benefits of a larger broadcast footprint. We allocated the goodwill to our Local Media segment. We treated the transactions as asset acquisitions for income tax purposes resulting in a step-up in the assets acquired. The goodwill is deductible for income tax purposes.

Omny Studio

On June 10, 2019, we completed the acquisition of Omny Studio ("Omny") for a cash purchase price of $8.3 million. Omny is a Melbourne, Australia-based podcasting software-as-a-service company operating as a part of Triton in our National Media segment. Omny is an audio-on-demand platform built specifically for professional audio publishers. The platform enables audio publishers to seamlessly record, edit, distribute, monetize and analyze podcast content; replace static ads with dynamically inserted, highly targeted ads; and automates key aspects of campaign management, such as industry separation, frequency capping and volume normalization.

The preliminary purchase price allocation assigned $5.3 million to goodwill, $3.8 million to a developed technology intangible asset and the remainder was allocated to various working capital and deferred tax liability accounts. The developed

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technology intangible asset has an estimated amortization period of 10 years. The goodwill arising from the transaction consists largely of the fact that the addition of Omny's podcast and on-demand audio publishing platform to Triton's portfolio of streaming, advertising and measurement technologies provides audio publishers around the world with a full-stack enterprise solution to increase reach and revenue.

Pro forma results of operations

Pro forma results of operations, assuming the Cordillera and Nexstar-Tribune acquisitions had taken place at the beginning of 2019, are presented in the following table. The pro forma results do not include Raycom or Omny Studio, as the impact of these acquisitions, individually or in the aggregate, is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps, Cordillera and Nexstar-Tribune, as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transaction and other transactional adjustments. The pro forma results exclude the $1.2 million of transaction related costs that were expensed in conjunction with the acquisitions and do not include efficiencies, cost reductions or synergies expected to result from the acquisitions. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisitions been completed at the beginning of the period.

(in thousands, except per share data) (unaudited)
 
Three Months Ended 
March 31, 2019
 
 
 
Operating revenues
 
$
384,304

Net loss
 
(19,930
)
Net loss per share:
 
 
          Basic
 
$
(0.25
)
          Diluted
 
(0.25
)


4. Asset Write-Downs and Other Charges and Credits

Loss from operations before income taxes was affected by the following:

2020 - Acquisition and related integration costs of $4.9 million in the first quarter of 2020 reflect contract termination costs and professional service costs incurred to integrate the Cordillera and Nexstar-Tribune television stations.

2019 - Acquisition and related integration costs of $3.5 million in the first quarter of 2019 reflect professional service costs incurred to integrate Triton and the Raycom and Cordillera television stations, as well as costs related to the Nexstar-Tribune acquisition.

5. Income Taxes

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

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

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted and signed into law. The CARES Act includes several provisions for corporations including increasing the amount of deductible interest, allowing companies to carryback certain net operating losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect our first quarter income tax provision. We do expect to receive an additional tax refund of $13.9 million from the carryback of NOLs to prior periods. We are currently assessing the

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future implications of these provisions within the CARES Act on our condensed consolidated financial statements, but do not expect the impact to be material.

The effective income tax rate for the three months ended March 31, 2020 and 2019 was (7)% and 39%, respectively. 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 and excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($1.0 million expense in 2020 and $0.6 million benefit in 2019). Additionally, in the first quarter of 2020, we had a net discrete tax provision charge of $4.0 million related to state deferred rate changes and state NOL valuation allowance reductions.

Deferred tax assets totaled $11.6 million at March 31, 2020, which includes the tax effect of state NOL carryforwards. 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.

6. Leases

We have operating leases for office space, data centers and certain equipment. Our leases have remaining lease terms of 1 year to 20 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 March 31, 2020 and 2019 totaled $5.6 million and $3.4 million, including short-term lease costs of $0.2 million and $0.1 million, respectively.

Other information related to our operating leases was as follows:
(in thousands, except lease term and discount rate)
 
As of 
March 31, 
2020
 
As of 
December 31, 
2019
 
 
 
 
 
Balance Sheet Information
 
 
 
 
  Right-of-use assets
 
$
135,138

 
$
138,640

  Other current liabilities
 
15,170

 
16,168

  Operating lease liabilities
 
121,947

 
123,739

Weighted Average Remaining Lease Term
 
 
 
 
       Operating leases
 
11.95 years

 
12.09 years

Weighted Average Discount Rate
 
 
 
 
       Operating leases
 
5.27
%
 
5.29
%


 
 
Three Months Ended 
March 31,
(in thousands)
 
2020
 
2019
 
 
 
 
 
Supplemental Cash Flows Information
 
 
 
 
    Cash paid for amounts included in the measurement of lease liabilities
 
$
5,031

 
$
3,471

    Right-of-use assets obtained in exchange for lease obligations
 
929

 




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Future minimum lease payments under non-cancellable operating leases as of March 31, 2020 were as follows:
(in thousands)
 
Operating
Leases
 
 
 
Remainder of 2020
 
$
18,072

2021
 
13,553

2022
 
16,755

2023
 
16,886

2024
 
15,612

Thereafter
 
105,413

  Total future minimum lease payments
 
186,291

Less: Imputed interest
 
(49,174
)
    Total
 
$
137,117



7. Goodwill and Other Intangible Assets
Goodwill consisted of the following:
(in thousands)
 
Local Media
 
National Media
 
Total
 
 
 
 
 
 
 
Gross balance as of December 31, 2019
 
$
1,143,859

 
$
395,313

 
$
1,539,172

Accumulated impairment losses
 
(216,914
)
 
(50,403
)
 
(267,317
)
Net balance as of December 31, 2019
 
$
926,945

 
$
344,910

 
$
1,271,855

 
 
 
 
 
 
 
Gross balance as of March 31, 2020
 
$
1,147,347

 
$
395,297

 
$
1,542,644

Accumulated impairment losses
 
(216,914
)
 
(50,403
)
 
(267,317
)
Net balance as of March 31, 2020
 
$
930,433

 
$
344,894

 
$
1,275,327



Other intangible assets consisted of the following:
(in thousands)
 
As of 
March 31, 
2020
 
As of 
December 31, 
2019
 
 
 
 
 
Amortizable intangible assets:
 
 
 
 
Carrying amount:
 
 
 
 
Television network affiliation relationships
 
$
616,244

 
$
616,244

Customer lists and advertiser relationships
 
111,700

 
111,700

Other
 
109,281

 
109,156

Total carrying amount
 
837,225

 
837,100

Accumulated amortization:
 
 
 
 
Television network affiliation relationships
 
(90,872
)
 
(82,917
)
Customer lists and advertiser relationships
 
(51,419
)
 
(48,586
)
Other
 
(33,058
)
 
(29,721
)
Total accumulated amortization
 
(175,349
)
 
(161,224
)
Net amortizable intangible assets
 
661,876

 
675,876

Indefinite-lived intangible assets — FCC licenses
 
385,915

 
385,915

Total other intangible assets
 
$
1,047,791

 
$
1,061,791




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Estimated amortization expense of intangible assets for each of the next five years is $43.3 million for the remainder of 2020, $55.2 million in 2021, $49.8 million in 2022, $44.7 million in 2023, $42.9 million in 2024, $40.0 million in 2025 and $386.0 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. Our reporting units are Local Media, Katz, Triton, Stitcher and Newsy. Such events or changes in circumstances include, but are not limited to, changes in business climate, 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.

Weakness in economic conditions toward the end of the first quarter, reflecting the impact of the COVID-19 pandemic, and declines in our stock price, created indications of fair value declines for our reporting units as of March 31, 2020. Accordingly, during the quarter, we considered impacts to the estimated fair values for each of our reporting units to determine if it was more likely than not that fair value had declined below carrying value. Our analysis primarily relied upon market data and discounted cash flow analyses. The use of a discounted cash flow approach requires significant judgment to estimate future cash flows of the business and the period of time over which those cash flows will occur, as well as to determine an appropriate discount rate. While we believe the estimates and judgments used in the discounted cash flow analyses for our reporting units were appropriate, different assumptions with respect to future cash flows, long-term growth rates and discount rates, could produce different estimates of value.

We concluded that it was not more likely than not that the carrying value for any of our reporting units exceeded its fair value. However, the discounted cash flow values for each of our reporting units were lower than the values determined during our 2019 annual impairment test. In 2019, the fair value for our Local Media reporting unit exceeded its carrying value by approximately 25% and our other reporting units exceeded their carrying values by over 30%. The Local Media reporting unit has $0.9 billion of goodwill or 73% of the consolidated total for the Company.

We also concluded that it was not more likely than not that the carrying value of any of our FCC licenses exceeded their fair values. Our FCC licenses are indefinite-lived assets that are not subject to amortization. The value of a FCC license is estimated using an income approach, which requires multiple assumptions relating to the future prospects of each individual FCC license. While we believe the estimates and judgments used in determining that it was not more likely than not that the carrying values of the FCC licenses exceeded fair values were appropriate, different assumptions with respect to the income approach could produce different estimates of value. For example, as it relates to our 2019 annual impairment test, a 50-basis point increase in discount rates would reduce the aggregate fair value of the FCC licenses by approximately $65 million.
 
8. Long-Term Debt
Long-term debt consisted of the following:
(in thousands)
 
As of 
March 31, 
2020
 
As of 
December 31, 
2019
 
 
 
 
 
Revolving credit facility
 
$
175,000

 
$

Senior unsecured notes, due in 2025
 
400,000

 
400,000

Senior unsecured notes, due in 2027
 
500,000

 
500,000

Term loan, due in 2024
 
292,500

 
293,250

Term loan, due in 2026
 
757,369

 
759,272

    Total outstanding principal
 
2,124,869

 
1,952,522

Less: Debt issuance costs and issuance discounts
 
(36,025
)
 
(37,492
)
Less: Current portion
 
(10,612
)
 
(10,612
)
   Net carrying value of long-term debt
 
$
2,078,232

 
$
1,904,418

Fair value of long-term debt *
 
$
1,979,412

 
$