tgna-20210331

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, 2021

☐ 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 April 30, 2021 was 220,773,150.

INDEX TO TEGNA INC.

March 31, 2021 FORM 10-Q


Item No.		Page
	PART I. FINANCIAL INFORMATION

1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	3

	Consolidated Statements of Income for the Quarters Ended March 31, 2021 and 2020	5

	Consolidated Statements of Comprehensive Income for the Quarters Ended March 31, 2021 and 2020	6

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	7

	Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters Ended March 31, 2021 and 2020	8

	Notes to Condensed Consolidated Financial Statements	9

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

3.	Quantitative and Qualitative Disclosures about Market Risk	28

4.	Controls and Procedures	28

	PART II. OTHER INFORMATION

1.	Legal Proceedings	29

1A.	Risk Factors	29

2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

3.	Defaults Upon Senior Securities	29

4.	Mine Safety Disclosures	29

5.	Other Information	29

6.	Exhibits	30

SIGNATURE		31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of dollars (Unaudited)


	Mar. 31, 2021		Dec. 31, 2020

ASSETS
Current assets
Cash and cash equivalents	$	12,853	$	40,968
Accounts receivable, net of allowances of $7,188 and $7,035, respectively	613,896		550,755
Other receivables	11,653		14,031
Syndicated programming rights	32,283		47,331
Prepaid expenses and other current assets	22,276		19,509
Total current assets	692,961		672,594
Property and equipment
Cost	1,039,632		1,026,459
Less accumulated depreciation	(570,087)		(556,100)
Net property and equipment	469,545		470,359
Intangible and other assets
Goodwill	2,981,587		2,968,693
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $251,342 and $235,582, respectively	2,488,740		2,503,644
Right-of-use assets for operating leases	95,759		97,190
Investments and other assets	129,217		136,219
Total intangible and other assets	5,695,303		5,705,746
Total assets	$	6,857,809	$	6,848,699

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)


	Mar. 31, 2021		Dec. 31, 2020

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable	$	42,972	$	58,049
Accrued liabilities
Compensation	35,153		46,213
Interest	15,920		47,249
Contracts payable for programming rights	100,442		130,522
Other	79,901		78,219
Dividends payable	21,030		—
Income taxes payable	93,823		63,923

Total current liabilities	389,241		424,175
Noncurrent liabilities
Income taxes	9,109		7,303
Deferred income tax liability	533,280		530,240
Long-term debt	3,517,092		3,553,220
Pension liabilities	80,273		85,908
Operating lease liabilities	97,432		99,337
Other noncurrent liabilities	76,824		75,488
Total noncurrent liabilities	4,314,010		4,351,496
Total liabilities	4,703,251		4,775,671

Commitments and contingent liabilities (see Note 9)

Redeemable noncontrolling interest (see Note 1)	15,220		14,933

Shareholders’ equity
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued	324,419		324,419
Additional paid-in capital	27,596		113,267
Retained earnings	7,151,716		7,075,640
Accumulated other comprehensive loss	(119,798)		(121,076)
Less treasury stock at cost, 103,728,046 shares and 104,918,360 shares, respectively	(5,244,595)		(5,334,155)
Total equity	2,139,338		2,058,095
Total liabilities, redeemable noncontrolling interest and equity	$	6,857,809	$	6,848,699

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


	Quarter ended Mar. 31,
	2021		2020

Revenues	$	727,051	$	684,189

Operating expenses:
Cost of revenues1	394,692		369,368
Business units - Selling, general and administrative expenses	89,326		92,968
Corporate - General and administrative expenses	16,870		21,714
Depreciation	15,896		16,900
Amortization of intangible assets	15,760		16,216
Spectrum repacking reimbursements and other, net	(1,423)		(7,515)
Total	531,121		509,651
Operating income	195,930		174,538

Non-operating income (expense):
Equity (loss) income in unconsolidated investments, net	(1,329)		9,015
Interest expense	(46,485)		(56,960)
Other non-operating items, net	330		(19,270)
Total	(47,484)		(67,215)

Income before income taxes	148,446		107,323
Provision for income taxes	35,614		21,125
Net Income	112,832		86,198
Net (income) loss attributable to redeemable noncontrolling interest	(215)		110
Net income attributable to TEGNA Inc.	$	112,617	$	86,308

Net income per share:
Basic	$	0.51	$	0.40
Diluted	$	0.51	$	0.39

Weighted average number of common shares outstanding:
Basic shares	220,602		218,277
Diluted shares	221,198		218,863

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

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


	Quarter ended Mar. 31,
	2021		2020

Net income	$	112,832	$	86,198
Other comprehensive income, before tax:
Foreign currency translation adjustments	496		402
Recognition of previously deferred post-retirement benefit plan costs	1,225		1,498

Other comprehensive income, before tax	1,721		1,900
Income tax effect related to components of other comprehensive income	(443)		(478)
Other comprehensive income, net of tax	1,278		1,422
Comprehensive income	114,110		87,620
Comprehensive (income) loss attributable to redeemable noncontrolling interest	(215)		110
Comprehensive income attributable to TEGNA Inc.	$	113,895	$	87,730

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

TEGNA Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited, in thousands of dollars


	Three months ended Mar. 31,
	2021		2020

Cash flows from operating activities:
Net income	$	112,832	$	86,198
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization	31,656

SEC Form 10-Q filed by TEGNA Inc.