TEGNA INC [TGNA] Filings

10-Q 1 tgna-20240630.htm 10-Q 10-Q

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 June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-6961

TEGNA INC.

(Exact name of registrant as specified in its charter)


Delaware						16-0442930
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8350 Broad Street, Suite 2000, Tysons, Virginia						22102-5151
(Address of principal executive offices)						(Zip Code)

(703) 873-6600
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	TGNA	New York Stock Exchange

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 the definitions 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	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		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 July 31, 2024 was 165,432,173.

INDEX TO TEGNA INC.

June 30, 2024 FORM 10-Q


Item No.		Page
	PART I. FINANCIAL INFORMATION

1.	Financial Statements

	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	3

	Consolidated Statements of Income for the Quarters and Six Months Ended June 30, 2024 and 2023	5

	Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended June 30, 2024 and 2023	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	7

	Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters and Six Months Ended June 30, 2024 and 2023	8

	Notes to Condensed Consolidated Financial Statements	10

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

3.	Quantitative and Qualitative Disclosures about Market Risk	27

4.	Controls and Procedures	27

	PART II. OTHER INFORMATION

1.	Legal Proceedings	27

1A.	Risk Factors	27

2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

3.	Defaults Upon Senior Securities	28

4.	Mine Safety Disclosures	28

5.	Other Information	28

6.	Exhibits	29

	SIGNATURE	30

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of dollars (Unaudited)


	June 30, 2024			Dec. 31, 2023

ASSETS
Current assets
Cash and cash equivalents	$	445,729		$	361,036
Accounts receivable, net of allowances of $4,170 and $2,845, respectively		605,226			624,445
Other receivables		10,812			9,299
Syndicated programming rights		10,969			31,530
Prepaid expenses and other current assets		26,277			24,008
Total current assets		1,099,013			1,050,318
Property and equipment
Cost		1,079,620			1,078,209
Less accumulated depreciation		(634,024	)		(626,029	)
Net property and equipment		445,596			452,180
Intangible and other assets
Goodwill		3,015,973			2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $269,827 and $289,949, respectively		2,336,049			2,328,972
Right-of-use assets for operating leases		68,084			73,479
Investments and other assets		124,616			113,521
Total intangible and other assets		5,544,722			5,497,559
Total assets	$	7,089,331		$	7,000,057

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of dollars, except par value and share amounts (Unaudited)


	June 30, 2024			Dec. 31, 2023
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable	$	79,130		$	114,950
Accrued liabilities
Compensation		43,869			54,929
Interest		43,977			45,144
Contracts payable for programming rights		121,629			119,562
Other		93,394			82,782
Income taxes payable		43,778			6,005
Total current liabilities		425,777			423,372

Noncurrent liabilities
Deferred income tax liability		577,334			578,219
Long-term debt		3,074,592			3,072,801
Pension liabilities		67,885			70,483
Operating lease liabilities		68,050			73,733
Other noncurrent liabilities		55,038			57,765
Total noncurrent liabilities		3,842,899			3,853,001
Total liabilities	$	4,268,676		$	4,276,373

Commitments and contingent liabilities (see Note 10)

Redeemable noncontrolling interest (see Note 1)	$	19,555		$	18,812

Shareholders’ equity
Common stock of $1 per value per share, 800,000,000 shares authorized, 324,418,632 shares issued		324,419			324,419
Additional paid-in capital		27,941			27,941
Retained earnings		8,281,037			8,091,245
Accumulated other comprehensive loss		(117,389	)		(119,610	)
Less treasury stock at cost, 157,538,421 shares and 144,502,338 shares, respectively		(5,714,908	)		(5,619,123	)
Total equity		2,801,100			2,704,872
Total liabilities, redeemable noncontrolling interest and equity	$	7,089,331		$	7,000,057

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF INCOME

Unaudited, in thousands of dollars, except per share amounts


	Quarters ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Revenues	$	710,363		$	731,506		$	1,424,615		$	1,471,833

Operating expenses:
Cost of revenues1		432,044			430,528			862,611			857,460
Business units - Selling, general and administrative expenses		94,938			97,231			197,198			196,340
Corporate - General and administrative expenses		12,685			26,506			27,483			38,606
Depreciation		15,173			14,987			29,483			30,036
Amortization of intangible assets		13,663			13,296			27,323			26,878
Asset impairment and other		—			3,359			1,097			3,359
Merger termination fee		—			(136,000	)		—			(136,000	)
Total		568,503			449,907			1,145,195			1,016,679
Operating income		141,860			281,599			279,420			455,154

Non-operating (expense) income:
Interest expense		(41,748	)		(42,797	)		(84,116	)		(85,703	)
Interest income		5,873			8,536			11,446			16,109
Other non-operating items, net		(2,749	)		(3,038	)		147,009			(5,437	)
Total		(38,624	)		(37,299	)		74,339			(75,031	)

Income before income taxes		103,236			244,300			353,759			380,123
Provision for income taxes		21,207			44,207			82,468			76,026
Net income		82,029			200,093			271,291			304,097
Net loss attributable to redeemable noncontrolling interest		115			12			413			311
Net income attributable to TEGNA Inc.	$	82,144		$	200,105		$	271,704		$	304,408

Earnings per share:
Basic	$	0.48		$	0.92		$	1.56		$	1.37
Diluted	$	0.48		$	0.92		$	1.55		$	1.37

Weighted average number of common shares outstanding:
Basic shares		169,512			217,830			173,668			221,168
Diluted shares		169,880			217,979			174,158			221,391

1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately.

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited, in thousands of dollars


	Quarters ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Net Income	$	82,029		$	200,093		$	271,291		$	304,097
Recognition of previously deferred post-retirement benefit plan costs		1,495			1,327			2,995			2,777
Income tax effect related to components of other comprehensive income		(385	)		(339	)		(774	)		(711	)
Other comprehensive income, net of tax		1,110			988			2,221			2,066
Comprehensive income		83,139			201,081			273,512			306,163
Comprehensive loss attributable to redeemable noncontrolling interest		115			12			413			311
Comprehensive income attributable to TEGNA Inc.	$	83,254		$	201,093		$	273,925		$	306,474

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited, in thousands of dollars


	Six months ended June 30,
	2024			2023
Cash flows from operating activities:
Net income	$	271,291		$	304,097
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization		56,806			56,914
Employee stock-based compensation expenses		20,070			8,845
Company stock 401(k) match contributions		10,216			10,226
Gain on investment sales		(153,626	)		—
Equity loss in unconsolidated investments, net		604			520
Merger termination fee		—			(136,000	)
Pension expense, net of employer contributions		436			2,655
Change in operating assets and liabilities, net of acquisitions:
Decrease in trade receivables		19,830			64,356
(Decrease) increase in accounts payable		(35,820	)		2,576
Increase in interest and taxes payable		33,194			1,100
Increase in deferred revenue		50			861
Changes in other assets and liabilities, net		2,108			(8,665	)
Net cash flow from operating activities		225,159			307,485
Cash flows from investing activities:
Purchase of property and equipment		(20,883	)		(14,491	)
Payments for acquisitions of businesses and assets, net of cash acquired		(52,799	)		(1,150	)
Payments for investments		(9,789	)		(328	)
Proceeds from investments		155,037			23
Proceeds from sale of assets		64			39
Net cash flow provided by (used for) investing activities		71,630			(15,907	)
Cash flows from financing activities:
Repurchase of common stock		(154,699	)		(300,000	)
Dividends paid		(40,914	)		(40,489	)
Payments for financing costs		(6,448	)		—
Other, net		(10,035	)		(13,397	)
Net cash flow used for financing activities		(212,096	)		(353,886	)
Increase (decrease) in cash and cash equivalents		84,693			(62,308	)
Balance of cash and cash equivalents at beginning of period		361,036			551,681
Balance of cash and cash equivalents at end of period	$	445,729		$	489,373


Supplemental cash flow information:
Cash paid for income taxes, net of refunds	$	48,091		$	74,372
Cash paid for interest	$	82,619		$	83,058

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

Unaudited, in thousands of dollars, except per share data



Quarters ended:	Redeemable noncontrolling interest			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total Equity
Balance as of Mar. 31, 2024	$	19,174		$	324,419	$	27,941		$	8,248,066		$	(118,499	)	$	(5,684,038	)	$	2,797,889
Net (loss) income		(115	)		—		—			82,144			—			—			82,144
Other comprehensive income, net of tax		—			—		—			—			1,110			—			1,110
Total comprehensive income																			83,254
Dividends declared: $0.125 per share		—			—		—			(21,016	)		—			—			(21,016	)
Company stock 401(k) match contributions		—			—		(4,172	)		(12,446	)		—			21,405			4,787
Stock-based awards activity		—			—		(5,099	)		(15,215	)		—			18,416			(1,898	)
Employee stock-based compensation expenses		—			—		8,938			—			—			—			8,938
Repurchase of common stock		—			—		—			—			—			(70,691	)		(70,691	)
Adjustment of redeemable noncontrolling interest to redemption value		496			—		—			(496	)		—			—			(496	)
Other activity		—			—		333			—			—			—			333
Balance as of June 30, 2024	$	19,555		$	324,419	$	27,941		$	8,281,037		$	(117,389	)	$	(5,714,908	)	$	2,801,100



	Redeemable noncontrolling interest			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total Equity
Balance as of Mar. 31, 2023	$	17,754		$	324,419	$	27,941		$	7,879,619		$	(124,455	)	$	(4,956,259	)	$	3,151,265
Net (loss) income		(12	)		—		—			200,105			—			—			200,105
Other comprehensive income, net of tax		—			—		—			—			988			—			988
Total comprehensive income																			201,093
Dividends declared: $0.095 per share		—			—		—			(19,130	)		—			—			(19,130	)
Company stock 401(k) match contributions		—			—		(961	)		(12,697	)		—			18,320			4,662
Stock-based awards activity		—			—		(184	)		(2,441	)		—			2,636			11
Employee stock-based compensation expenses		—			—		5,157			—			—			—			5,157
Repurchase of common stock		—			—		(4,220	)		(55,780	)		—			(378,744	)		(438,744	)
Adjustment of redeemable noncontrolling interest to redemption value		364			—		—			(364	)		—			—			(364	)
Other activity		—			—		208			—			—			—			208
Balance as of June 30, 2023	$	18,106		$	324,419	$	27,941		$	7,989,312		$	(123,467	)	$	(5,314,047	)	$	2,904,158

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

Unaudited, in thousands of dollars, except per share data



Six Months Ended:	Redeemable noncontrolling interest			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total Equity
Balance as of Dec. 31, 2023	$	18,812		$	324,419	$	27,941		$	8,091,245		$	(119,610	)	$	(5,619,123	)	$	2,704,872
Net (loss) income		(413	)		—		—			271,704			—			—			271,704
Other comprehensive income, net of tax		—			—		—			—			2,221			—			2,221
Total comprehensive income																			273,925
Dividends declared: $0.23875 per share		—			—		—			(40,914	)		—			—			(40,914	)
Company stock 401(k) match contributions		—			—		(19,704	)		(15,165	)		—			45,085			10,216
Stock-based awards activity		—			—		(59,128	)		(24,677	)		—			73,770			(10,035	)
Employee stock-based compensation expenses		—			—		20,070			—			—			—			20,070
Repurchase of common stock		—			—		58,029			—			—			(214,640	)		(156,611	)
Adjustment of redeemable noncontrolling interest to redemption value		1,156			—		—			(1,156	)		—			—			(1,156	)
Other activity		—			—		733			—			—			—			733
Balance as of June 30, 2024	$	19,555		$	324,419	$	27,941		$	8,281,037		$	(117,389	)	$	(5,714,908	)	$	2,801,100



	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	$	17,418		$	324,419	$	27,941	$	7,898,055	$	(125,533	)	$	(5,053,160	)	$	3,071,722
Net (loss) income		(311	)		—		—		304,408		—			—			304,408
Other comprehensive income, net of tax		—			—		—		—		2,066			—			2,066
Total comprehensive income																	306,474
Dividends declared: $0.19 per share		—			—		—		(40,489

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10-K	[2016-02-29]
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10-Q	[2015-08-05]
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