UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
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(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
The total number of shares of the registrant’s Common Stock, $1 par value, outstanding as of October 31, 2024 was
INDEX TO TEGNA INC.
September 30, 2024 FORM 10-Q
Item No. |
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1. |
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Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 |
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Consolidated Statements of Income for the Quarters and Nine Months Ended September 30, 2024 and 2023 |
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2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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3. |
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4. |
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1. |
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1A. |
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2. |
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3. |
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4. |
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5. |
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6. |
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30 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars (Unaudited)
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Sept. 30, 2024 |
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Dec. 31, 2023 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, net of allowances of $ |
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Other receivables |
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Syndicated programming rights |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment |
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Cost |
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Less accumulated depreciation |
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Net property and equipment |
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Intangible and other assets |
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Goodwill |
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Indefinite-lived and amortizable intangible assets, less accumulated amortization of $ |
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Right-of-use assets for operating leases |
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Investments and other assets |
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Total intangible and other assets |
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Total assets |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars, except par value and share amounts (Unaudited)
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Sept. 30, 2024 |
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Dec. 31, 2023 |
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LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY |
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Current liabilities |
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Accounts payable |
$ |
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$ |
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Accrued liabilities |
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Compensation |
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Interest |
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Contracts payable for programming rights |
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Other |
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Income taxes payable |
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Total current liabilities |
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Noncurrent liabilities |
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Deferred income tax liability |
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Long-term debt |
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Pension liabilities |
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Operating lease liabilities |
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Other noncurrent liabilities |
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Total noncurrent liabilities |
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Total liabilities |
$ |
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$ |
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Redeemable noncontrolling interest (see Note 1) |
$ |
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$ |
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Shareholders̛ equity |
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Common stock of $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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Less treasury stock at cost, |
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Total equity |
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Total liabilities, redeemable noncontrolling interest and equity |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
TEGNA Inc.
CONSOLIDATED STATEMENTS OF INCOME
Unaudited, in thousands of dollars, except per share amounts
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Quarter ended Sept. 30, |
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Nine months ended Sept. 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues |
$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Cost of revenues1 |
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Business units - Selling, general and administrative expenses |
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Corporate - General and administrative expenses |
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Depreciation |
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Amortization of intangible assets |
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Asset impairment and other |
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Merger termination fee |
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Total |
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Operating income |
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Non-operating (expense) income: |
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Interest expense |
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Interest income |
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Other non-operating items, net |
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Total |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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Net loss (income) attributable to redeemable noncontrolling interest |
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Net income attributable to TEGNA Inc. |
$ |
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$ |
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$ |
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$ |
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Earnings per share: |
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Basic |
$ |
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$ |
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$ |
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$ |
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Diluted |
$ |
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$ |
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$ |
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$ |
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Weighted average number of common shares outstanding: |
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Basic shares |
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Diluted shares |
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1
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
TEGNA Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited, in thousands of dollars
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Quarter ended Sept. 30, |
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Nine months ended Sept. 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net Income |
$ |
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$ |
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$ |
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$ |
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Recognition of previously deferred post-retirement benefit plan costs |
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Income tax effect related to components of other comprehensive income |
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( |
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( |
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( |
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Other comprehensive income, net of tax |
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Comprehensive income |
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Comprehensive loss attributable to redeemable noncontrolling interest |
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( |
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Comprehensive income attributable to TEGNA Inc. |
$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
TEGNA Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited, in thousands of dollars
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Nine months ended Sept. 30, |
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2024 |
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2023 |
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Cash flows from operating activities: |
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Net income |
$ |
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$ |
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Adjustments to reconcile net income to net cash flow from operating activities: |
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Depreciation and amortization |
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Employee stock-based compensation expenses |
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Company stock 401(k) match contributions |
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Gain on investment sales |
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Equity loss in unconsolidated investments, net |
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Merger termination fee |
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( |
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Pension expense, net of employer contributions |
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( |
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Change in operating assets and liabilities, net of acquisitions: |
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Decrease in trade receivables |
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(Decrease) increase in accounts payable |
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( |
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Increase (decrease) in interest and taxes payable |
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( |
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Increase in deferred revenue |
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Changes in other assets and liabilities, net |
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Net cash flow from operating activities |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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( |
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Payments for acquisitions of businesses and assets, net of cash acquired |
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( |
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( |
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Payments for investments |
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( |
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( |
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Proceeds from investments |
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Proceeds from sale of assets |
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Net cash flow provided by (used for) investing activities |
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Cash flows from financing activities: |
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Repurchase of common stock |
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( |
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( |
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Dividends paid |
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( |
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( |
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Payments for financing costs |
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( |
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Payment for acquisition-related earnout consideration |
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( |
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Payments for tax withholding related to vested stock-based compensation awards |
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( |
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( |
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Net cash flow used for financing activities |
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( |
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( |
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Increase in cash and cash equivalents |
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Balance of cash and cash equivalents at beginning of period |
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Balance of cash and cash equivalents at end of period |
$ |
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$ |
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Supplemental cash flow information: |
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Cash paid for income taxes, net of refunds |
$ |
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$ |
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Cash paid for interest |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
7
TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data
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Quarter ended: |
Redeemable noncontrolling interest |
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Common stock |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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Treasury stock |
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Total Equity |
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Balance as of June 30, 2024 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net (loss) income |
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( |
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— |
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— |
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— |
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— |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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— |
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Total comprehensive income |
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Dividends declared: $ |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Company stock 401(k) match contributions |
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— |
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— |
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( |
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( |
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— |
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Stock-based awards activity |
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— |
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— |
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( |
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( |
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— |
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( |
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Employee stock-based compensation expenses |
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— |
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— |
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— |
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— |
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— |
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Repurchase of common stock |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Adjustment of redeemable noncontrolling interest to redemption value |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Other activity |
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— |
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— |
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— |
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— |
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— |
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Balance as of Sept. 30, 2024 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Redeemable noncontrolling interest |
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Common stock |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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Treasury stock |
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Total Equity |
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Balance as of June 30, 2023 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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— |
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Total comprehensive income |
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Dividends declared: $ |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Company stock 401(k) match contributions |
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— |
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— |
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( |
) |
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— |
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Stock-based awards activity |
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— |
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— |
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( |
) |
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— |
|
|
|
|
|
|
( |
) |
||
Employee stock-based compensation expenses |
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of common stock |
|
— |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||
Adjustment of redeemable noncontrolling interest to redemption value |
|
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Other activity |
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of Sept. 30, 2023 |
$ |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data
|
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Nine Months Ended: |
Redeemable noncontrolling interest |
|
|
|
Common stock |
|
Additional paid-in capital |
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Retained earnings |
|
Accumulated other comprehensive loss |
|
|
Treasury stock |
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|
Total Equity |
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|||||||
Balance as of Dec. 31, 2023 |
$ |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
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|||||
Net (loss) income |
|
( |
) |
|
|
|
— |
|
|
— |
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|
|
|
— |
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|
|
— |
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|
|
|
||
Other comprehensive income, net of tax |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
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|
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|
||
Total comprehensive income |
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Dividends declared: $ |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
|
— |
|
|
|
( |
) |
Company stock 401(k) match contributions |
|
— |
|
|
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
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||
Stock-based awards activity |
|
— |
|
|
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
|
|
|
|
( |
) |
|
Employee stock-based compensation expenses |
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of common stock |
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|||
Adjustment of redeemable noncontrolling interest to redemption value |
|
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Other activity |
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of Sept. 30, 2024 |
$ |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
|
Redeemable noncontrolling interest |
|
|
|
Common stock |
|
Additional paid-in capital |
|
Retained earnings |
|
Accumulated other comprehensive loss |
|
|
Treasury stock |
|
|
Total Equity |
|
|||||||
Balance as of Dec. 31, 2022 |
$ |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net (loss) income |
|
( |
) |
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other comprehensive income, net of tax |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
||
Total comprehensive income |
|
|
|
|
|
|
| ||||||||||||||||||