UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 26, 2019
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio | 0-16914 | 31-1223339 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. 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 or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company o
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. o
THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
Item No. | Page | |
7.01 | Regulation FD Disclosure | 3 |
9.01 | Financial Statements and Exhibits | 3 |
2
Item 7.01 Regulation FD Disclosure
Beginning on March 26, 2019, The E.W. Scripps Company (the "Company") intends to meet with and make presentations to prospective lenders in connection with a proposed senior credit facility financing, the proceeds of which are expected to be used to pay for the pending acquisition of certain subsidiaries of Cordillera Communications, LLC, which is expected to close in the second quarter of 2019. These presentations are expected to include certain strategic business and financial information relating to the Company's historical and expected results of operations and financial condition (after giving effect to various completed and pending acquisitions and divestitures).
A copy of the slides to be used in connection with such meetings and presentations is furnished as Exhibit 99.1 hereto and incorporated herein by this reference.
The information set forth under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
Exhibit Number | Description of Item | |
Prospective lender meeting slides | ||
3
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 hereunto duly authorized.
THE E.W. SCRIPPS COMPANY | ||
BY: | /s/ Douglas F. Lyons | |
Douglas F. Lyons | ||
Senior Vice President, Controller and Treasurer | ||
(Principal Accounting Officer) | ||
Dated: March 26, 2019
4
THE E.W. SCRIPPS COMPANY LENDER PRESENTATION CORDILLERA ACQUISITION MARCH 2019 CONFIDENTIAL
THE E.W. SCRIPPS COMPANY DISCLAIMER Forward-Looking Statements Certain statements in this communication may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words like “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, are forward-looking statements. These forward-looking statements are based on management's current expectations, and are subject to certain risks, trends and uncertainties, including changes in advertising demand and other economic conditions that could cause actual results to differ materially from the expectations expressed in such forward-looking statements. Such forward-looking statements are made as of the date of this communication and should be evaluated with the understanding of their inherent uncertainty. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the company’s Form 10-K on file with the SEC in the section titled “Risk Factors.” The company undertakes no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made. 2
THE E.W. SCRIPPS COMPANY AGENDA I. Introduction Wells Fargo Securities II. The E.W. Scripps Company Overview Adam Symson, President / CEO, Scripps III. Acquisition Overviews Lisa Knutson, EVP / CFO, Scripps IV. Key Credit Highlights Doug Lyons, SVP, Controller & Treasurer, Scripps V. Financial Overview VI. Q&A VII. Appendix 3
INTRODUCTION INTRODUCTION o On October 29, 2018, The E.W. Scripps Company ("Scripps" or the "Company") announced that it will be acquiring 15 television stations in 10 markets from Cordillera Communications ("Cordillera") for $521 million o Scripps intends to finance the acquisition through today’s issuance of a $525 million 7-year Incremental Senior Secured Term Loan B ("Incremental TLB") and cash on hand o Pro Forma for Cordillera, Net Secured and Net Total Leverage are 2.5x and 3.7x, respectively, based on 12/31/18 Pro Forma L8QA Adj. EBITDA of $320 million* o Includes $57 million pro forma adjustment for Comcast retransmission revenues, net of additional network affiliation fees o Scripps expects the transaction to close during the spring of 2019, subject to customary closing conditions and required regulatory approvals o The DOJ approved the transaction on February 5, 2019; FCC consent is pending o On March 20, 2019, Scripps announced that it will be acquiring 8 stations in 7 markets (the "Nexstar-Tribune stations"), which are being divested in connection with Nexstar Media Group’s pending acquisition of Tribune Media, for $580 million (including the New York market) o Scripps has obtained a separate $625 million Term Loan B commitment; this acquisition is expected to close concurrent with the larger Nexstar-Tribune merger o Pro Forma for the closing of both Cordillera and the Nexstar-Tribune stations, expected Net Total Leverage is 5.0x, based on 12/31/18 Pro Forma L8QA Adj. EBITDA of $360 million o The acquisitions grow the Scripps local television station portfolio to 59 stations in 42 markets with a reach of 30% of U.S. TV households * See slide 29 for a detailed reconciliation of pro forma adjustments 4
INTRODUCTION Sources & Uses and Pro Forma Capitalization ($ in Millions) Sources of Funds Uses of Funds Step 1: Incremental Cordillera Term Loan B $525 Cordillera Purchase Price $521 Cordillera Existing Cash 11 Transaction Costs 15 Total Sources $536 Total Uses $536 ($ in Millions) Sources of Funds Uses of Funds Step 2: Incremental Nexstar-Tribune Stations Term Loan B $625 Nexstar-Tribune Stations Purchase Price $580 Nexstar-Tribune Stations Transaction Costs 45 Total Sources $625 Total Uses $625 ($ in Millions) E.W. Scripps Cordillera Nexstar-Tribune Standalone Acquisition Stations Acquisition As of Pro Forma Pro Forma 12/31/18 xEBITDA 1 12/31/18 xEBITDA 2 12/31/18 xEBITDA 3 4 Cash and Equivalents $107 $41 $41 $150M Revolver due Apr-22 – – – Existing Term Loan B due Oct-24 296 296 296 Incremental Cordillera Term Loan B – 525 525 Incremental Nexstar-Tribune Stations Term Loan B – – 625 Capitalization Table Capital Lease Obligations & LOC 3 3 3 Total Senior Secured Debt $300 1.7x $825 2.6x $1,450 4.0x Net Sr. Secured Debt $192 1.1x $783 2.5x $1,408 3.9x $400M 5.125% Senior Unsecured Notes due May-25 400 400 400 Total Debt $700 3.9x $1,225 3.8x $1,850 5.1x Net Total Debt $592 3.3x $1,183 3.7x $1,808 5.0x (1) L8QA Adj. EBITDA (with radio divestures, Katz and Triton contributions) of: $180 (2) PF Cordillera L8QA Adj. EBITDA (with Gray stations, synergies and adjustment for discontinued operations and Comcast retransmission) of: $320 (3) PF Nexstar-Tribune Stations L8QA Adj. EBITDA of: $360 (4) PF Cash balance assumes $55MM paid out for Gray stations acquisition See bridge on page 29 for further details on adjustments 5
THE E.W. SCRIPPS COMPANY OVERVIEW
THE E.W. SCRIPPS COMPANY Scripps Is One Of The Nation’s Largest Local Broadcasters And Owns Content Brands With National Reach Scripps serves audiences and businesses through a growing portfolio of local and national media brands. We are well-positioned to serve customers through our two key segments: – Local Media: With 30% U.S. household reach1, Scripps is one of the nation’s largest independent TV station owners – National Media: Scripps runs an expanding collection of national content businesses, including four audience-targeted multicast networks (and CourtTV coming in May), the next-generation news network Newsy, podcast industry leader Stitcher, and digital audio measurement and infrastructure services leader Triton Local Media National Media 1 o Attractive 59-station portfolio with o Fast-growing, audience targeted brands a diverse network affiliate mix, o National reach with opportunity to including eight markets with two continue to broaden distribution stations o Rapidly expanding marketplaces that o No. 1 or No. 2-rated stations in 15 1 capitalize on the changing media of its 42 markets landscapes, driven by new consumer 1 o Reaching 30% of TV households behaviors o Well-respected digital brands and o Moving from direct response to more broad over-the-top TV distribution lucrative general-market advertising to drive revenue growth and profitability 7 1 Pro forma for the acquisitions of Cordillera and the Nexstar-Tribune stations
THE E.W. SCRIPPS COMPANY We’ve Been Laying The Groundwork For The Next Evolution Of The Company COMPLETED WORK WORK IN PROGRESS o Re-organized the company into National Media and o Acquire more TV stations to increase depth, Local Media divisions to capitalize on consumer durability and national reach habits o Grow national businesses, maximizing audience, o Reduced corporate and division costs by $30 million revenue growth potential and free cash flow contribution o ~$20 million Local, ~$3 million National and ~$7 million Corporate o Continue to prioritize near-term operating performance while maintaining our approach to o Sold radio assets long-term value creation o Improved short-term operating performance, beating guidance across the board in each quarter of 2018 and doubling expected 2018 political ad revenue 8
THE E.W. SCRIPPS COMPANY We Expect Continued Margin Expansion As We Grow Our National Brands OUR NATIONAL MEDIA GROWTH PLAN THE PROGRESS ON OUR PLAN For Newsy, Katz and Stitcher: 40 million Newsy subscribers this year 1. Create content that draws key target demographic groups 2. Grow nationwide depth, durability and audience reach 90 million monthly podcast listeners expected in 2020 3. Convert significant inventory from direct response advertising to more lucrative general market 90%+ U.S. household reach now achieved by Katz networks advertising 30 – 40% margins for Triton, strongly contributing to division profitability and margin expansion For Triton: 1. Continue to grow market-leading role in digital audio audience measurement 2. Provide cutting-edge digital audio infrastructure technology As a result of this plan, we expect our National Media segment to generate more than $500 million in revenue in 2021. 9
THE E.W. SCRIPPS COMPANY Our Recent Acquisition Of Triton Furthers Our National Division Goals of Margin Expansion and Consumer Focus Terms of the deal: o Purchase price: $150 million o Financing: Cash on hand Financial projections: o Immediately accretive to company margins o 2019 revenue growth in the low to mid-teens percent range over 2018 Description of the business: o Triton operates a software-as-a-service business-to-business revenue Announced: October 17, 2018 model and charges audio publishers fees to: Closed: December 3, 2018 − Convert content into digital streams − Insert digital ads into those streams − Measure the listener base to help them sell advertising 10
ACQUISITION OVERVIEWS
ACQUISITION OVERVIEWS These Are The Traits We Seek As We Rebalance The Scripps Local Media Portfolio Network Affiliation Duopolies Political Footprint In-Market Rank Reach Diversify and balance Enhance in-market Add stations to Increase the number Expand our national our network affiliation depth and durability complement our of No. 1 and No. 2 footprint to increase mix already strong political stations to increase the number of U.S. footprint portfolio durability TV households 12
CORDILLERA COMMUNICATIONS Cordillera Enhances Our Depth, Durability And Reach Highlights Acquired Stations Overview % of U.S. Primary Secondary Ad Revenue Cordillera operates high quality stations (all 10 acquired 1 o DMA TV HH Market Affiliate Affiliates Rank # markets are #1 ranked) 63 0.4% Lexington, KY 1 o All stations are affiliated with Big 3 Networks – NBC, CBS 91 0.3% Colorado Springs, CO 1 and ABC 121 0.2% Lafayette, LA 1 124 0.2% Santa Barbara, CA 1 Adds quality and reach to Scripps’ existing portfolio o 1 128 0.2% Corpus Christi, TX 3 1 Acquired stations operate in geographically diverse medium 164 0.1% Missoula, MT o 6 to small-sized markets, ranging from DMA 63 to 205 167 0.1% Billings, MT 1 1 185 0.1% Butte-Bozeman, MT Attractive programming and superior local news resulting in 6 o 1 192 0.1% Great Falls, MT leading household revenue shares and top rankings 6 1 205 0.0% Helena, MT Strong operating margins 5 o Total 1.6% Markets: 10 13 Source: BIA Investing in Television Market Report 2018, 4th Edition 1 OTA ad revenue ranking based on BIA data
NEXSTAR-TRIBUNE STATIONS The Nexstar-Tribune Stations Increase Our Local Media Reach To 30% Of U.S. TV Households Highlights Station Overview % of U.S. Current Ad Revenue 1 o Diversifies Scripps’ network affiliations, adding 2 DMA TV HH Market Affiliate Owner Rank # CBS stations, 2 Fox stations and 4 CWs 1 6.3% New York, NY Tribune 5 o Gives Scripps entry into the No. 1-ranked DMA of 12 1.7% Phoenix, AZ Nexstar 9 New York City and the states of Virginia and Utah 16 1.4% Miami-Ft. Lauderdale, FL Tribune 7 o Enhances our political footprint, providing a deeper 30 0.9% Salt Lake City, UT Tribune 2 presence in key political battleground states ahead 2 44 0.6% Norfolk, VA Tribune of the 2020 election cycle 5 49 0.6% Grand Rapids, MI Tribune 3 o Norfolk and Phoenix stations create two additional markets in which we operate more than one station 56 0.5% Richmond, VA Tribune 2 Total 12.0% Markets: 7 o Increases the durability of Scripps’ portfolio through the addition of three No. 2 stations o Scripps will receive the benefit of a step up in the tax basis of the assets acquired Source: BIA Investing in Television Market Report 2018, 4th Edition 14 Note: The Phoenix CW will join the existing ABC affiliate there, the Miami CW affiliate will be market-adjacent to the existing NBC affiliate in West Palm Beach, Florida 1 OTA ad revenue ranking based on BIA data
ACQUISITION OVERVIEWS The Acquisitions Enhance The Strength And Operating Performance Of Our Local Media Platform o The acquisitions of Cordillera and the seven Nexstar-Tribune markets will expand our reach to 30% of U.S. TV households with 59 stations serving 42 markets o Scripps will have the No. 1 or No. 2-rated TV station in 36% of our markets o These stations will further diversify the Scripps portfolio: − 18 ABC stations − 11 NBC stations − 9 CBS stations − 4 Fox stations − 13 CW affiliates o Scripps will operate nine markets with more than one station, efficiently enhancing depth and durability o The acquisitions deepen Scripps’ presence in seven states and add its first stations in the states of Kentucky, Louisiana, Montana, Virginia and Utah 15 Source: BIA Investing in Television Market Report 2018, 4th Edition
ACQUISITION OVERVIEWS Upon Closing Of These Transactions, Scripps Will Be The Fourth-Largest Independent Broadcaster PERCENTAGE OF U.S. TELEVISION HOUSEHOLDS REACHED 61% 40% 37% 30% 24% 19% 11% 11% 7% 5% 3% 16 Note: Pro forma for all announced transactions as of Wednesday, March 20, including Nexstar’s announced divestitures, plus Scripps’ acquisition of Nexstar-Tribune stations; % of U.S. TV households reached exclusive of the UHF discount
ACQUISITION OVERVIEWS Expands Our Local Media Reach To 30% Of U.S. TV Households E.W. Scripps GRAND RAPIDS-KALAMAZOO- MILWAUKEE, WI Cordillera COLORADO SPRINGS, CO BATTLE CREEK, MI WTMJ Nexstar-Tribune KOAA, KZCS WXMI MISSOULA, BILLINGS, BUTTE- DETROIT, MI BOZEMAN, GREAT FALLS, HELENA, MT BOISE, ID GREEN BAY- WXYZ, WMYD KPAX/KAJJ, KTVQ, KXLF/KBZK, TWIN FALLS, ID KIVI APPLETON, WI KRTV/KTGF, KTVH/KXLH LANSING, MI KSAW-LD WGBA, WACY WSYM CLEVELAND, OH BUFFALO, NY DENVER, CO OMAHA, NE WEWS WKBW KMGH, KZCO, KZFC KMTV NEW YORK, NY WPIX SALT LAKE CITY, UT KSTU BALTIMORE, MD WMAR LAS VEGAS, NV KTNV CINCINNATI, OH BAKERSFIELD, CA WCPO KERO, KZKC NORFOLK., VA WTKR, WGNT SANTA BARBARA-SAN LUIS OBISPO, CA RICHMOND, VA KSBY WTVR SAN DIEGO, CA INDIANAPOLIS, IN KGTV, KZSD WRTV NASHVILLE, TN WTVF TUCSON, AZ TULSA, OK LEXINGTON, KY KGUN, KWBA KJRH PHOENIX, AZ WLEX KNXV, KASW LAFAYETTE, LA WACO, TX KATC KXXV, KRHD TAMPA, FL WEST PALM BEACH, FL WFTS WPTV TALLAHASSEE, FL WTXL CORPUS CHRISTI, TX FT. MYERS-NAPLES, FL MIAMI-FT. LAUDERDALE, FL WSFL 17 KRIS, KAJA KANSAS CITY, MO WFTX Note: Scripps had existing stations in Phoenix, AZ and Colorado Springs, CO KSHB, KMCI
KEY CREDIT HIGHLIGHTS
KEY CREDIT HIGHLIGHTS Scripps Credit Highlights 1 Portfolio of local and national television / digital media brands provides diversified revenue streams 2 Strong television stations in large, NFL markets 3 Growth of retransmission revenue provides additional opportunities to improve margins 4 One of the strongest TV footprints for political advertising 5 National media brands are rapidly growing and attracting large audiences 6 Prudently managed balance sheet and strong free cash flow generation over a two-year cycle 7 Seasoned management team with extensive industry experience 19
KEY CREDIT HIGHLIGHTS 1 Scripps Is Diversified Across Revenue Streams and Affiliations 2018 Revenue by Segment 2018 Revenue by Activity 2018 Revenue by Affiliate Total Revenue: $1,764 million1 Other 1% Other 7% Other Political 4% National <1% 12% 9% 18% Advertising 2 47% 57% 15% Retransmission 27% Local 81% 20% Source: Company materials and BIA Investing in Television Market Report 2018, 4th Edition 1 Pro forma for all acquisitions (including Katz, Triton, Cordillera and the Nexstar-Tribune, Waco and Tallahassee stations), associated synergies, radio divestitures, discontinued operations and includes an adjustment for Comcast retransmission 20 revenues, net of additional network affiliation fees 2 Advertising inclusive of National Media revenue except Triton, which is included in “Other”
KEY CREDIT HIGHLIGHTS 2 Strong TV Stations In Large, NFL Markets Green Bay-Appleton, WI E.W. Scripps Buffalo, NY Cordillera DMA No. 67 DMA No. 52 Nexstar-Tribune % Household Reach: 0.4% % Household Reach: 0.5% Milwaukee, WI New York, NY DMA No. 36 DMA No. 1 % Household Reach: 0.8% % Household Reach: 6.3% Detroit, MI Cleveland-Akron, OH DMA No. 14 DMA No. 19 % Household Reach: 1.6% % Household Reach: 1.3% Las Vegas, NV Baltimore, MD DMA No. 39 DMA No. 26 % Household Reach: 0.7% % Household Reach: 1.0% Denver, CO Cincinnati, OH DMA No. 17 DMA No. 35 % Household Reach: 1.4% % Household Reach: 0.8% Phoenix, AZ Indianapolis, IN DMA No. 12 DMA No. 28 % Household Reach: 1.7% % Household Reach: 0.9% Kansas City, KS-MO Nashville, TN Tampa-St. Petersburg-Sarasota, FL Miami-Ft. Lauderdale, FL DMA No. 32 DMA No. 27 DMA No. 11 DMA No. 16 % Household Reach: 0.8% % Household Reach: 0.9% % Household Reach: 1.6% % Household Reach: 1.4% Source: BIA Investing in Television Market Report 2018, 4th Edition 21 Note: Household reach percentages represent gross figures and do not take into account UHF discount
KEY CREDIT HIGHLIGHTS 3 We Have Experienced Significant Retransmission Revenue Growth That Is Expected To Continue Gross Retransmission Revenue Trajectory1 Network and MVPD Renewals2 $ IN MILLIONS $304 1 station 1 station $260 2 stations 15 stations 8 stations $221 5 stations $148 1 station 11 stations 6 stations $94 3 stations 2 stations $67 2019 2020 2021 2022 2013 2014 2015 2016 2017 2018 38% 43% 18% 1% % of Subscriber Renewals Note: 2013, 2014 and 2015 figures are based on adjusted combined historical results, which do not necessarily reflect historical results and are not necessarily indicative of future results 1 Excludes incremental retransmission revenue from Cordillera, Nexstar, Waco and Tallahassee stations and Comcast retransmission revenues, net of additional network affiliation fees 22 2 Includes Cordillera and Nexstar-Tribune station renewals
KEY CREDIT HIGHLIGHTS 4 Scripps’ Television Stations Will Continue To Play A Leading Role In The U.S. Elections Pro Forma Scripps Markets with at Least One 2020 Election Governor 24% 2018 Resulted in $140M of Political Revenue US Senate 55% (39% Increase Over 2016) 2020 Poised to Present House 100% an Attractive Upside Opportunity for Scripps Scripps Will Operate in Numerous Projected Key Swing States in the 2020 Presidential Election Source: Company filings 23 Note: Percentages calculated based on 10/42 markets with Gubernatorial races, 23/42 markets with Senate races and 42/42 markets with House races; Includes Cordillera and Nexstar-Tribune stations
KEY CREDIT HIGHLIGHTS 5 National Media Brands Are Rapidly Growing And Attracting Large Audiences The opportunity to convert Nationwide depth, durability and Content strategies significant inventory from direct audience reach that provide that draw key target response advertising to the Scripps access to the broader demographic groups higher CPM general market national advertising pool advertiser 90%+ ~40 million 90 million 25% U.S. Household reach by Newsy subscribers at the Monthly podcast listeners of U.S. listens to podcasts Katz networks end of 2018 expected in 2020 monthly 24
KEY CREDIT HIGHLIGHTS 6 Strong Balance Sheet and Cash Flow Generation Gross Leverage in Line with Peers1 5.3x 5.1x 2 5.0x Peer Average: 4.9x 4.5x 4.4x Market Cap ($mm) $5,113 $1,771 $2,177 $3,497 $2,997 Industry Leading FCF Conversion (2017A / 2018A)3 62% 60% 55% 53% 47% Note: Market capitalization as of 3/22/19 1 Gross leverage stats for public peers are based on 2017A / 2018A Adj. EBITDA and gross debt balances as of 12/31/18; adjusted for all announced and closed transactions as of March 20, 2019 2 Pro forma for all acquisitions (including Katz, Triton, Cordillera and the Nexstar-Tribune, Waco and Tallahassee stations), associated synergies, radio divestitures and discontinued operations and includes a pro forma adjustment for Comcast 25 retransmission revenues, net of additional network affiliation fees 3 Free Cash Flow defined as Adjusted EBITDA – Cash Interest – Capital Expenditures – Cash Taxes; FCF conversion defined as FCF / EBITDA; FCF calculated on as-reported basis from filings and not pro forma
KEY CREDIT HIGHLIGHTS 7 Experienced Management Team Name Scripps Tenure Media Experience Biographies . Served as Scripps’ COO, Chief Digital Officer and Director of Content & Marketing Adam Symson 15+ years 25+ years . Prior roles include Executive Producer for KNXV TV and Investigative Producer for President, CEO KCBS TV and KNBC TV . Served as Scripps’ Chief Administrative Officer and SVP of Human Resources Lisa Knutson 13+ years 13+ years . Prior roles include Director of Audit Operations at Great Lakes Market Circle and EVP, CFO Arthur Andersen and CFO of PSARA Technologies Brian Lawlor . Served as Scripps’ SVP of Broadcast and VP of Sales 12+ years 25+ years President, Local Media . Prior roles include VP/General Manager of WPTV Newschannel 5 . Served as Scripps’ VP of Digital Business Operations and Director of HR, Digital Laura Tomlin 8+ years 8+ years . Prior roles include Director of Technology at Kforce and Business Development SVP, National Media Director at Wyncom . Has led Scripps’ legal team since 2008 Bill Appleton 10+ years 10+ years . Previously managed the legal work in M&A, dispositions, spin-offs and EVP, General Counsel reorganizations for Baker Hostetler . Served as Scripps’ Assistant Controller, Director of Financial Reporting and VP of Doug Lyons 35+ years 35+ years Finance & Administration, Interactive Media Division SVP, Controller, Treasurer . Prior roles include audit manager for Deloitte . Served as Scripps’ VP of Compensation & Benefits / Corporate Secretary since 2008 Julie McGehee 10+ years 10+ years . Prior roles include Manager of Executive Compensation at Duke Energy and HR VP, Corporate Secretary Manager at Cintas . Served as Scripps’ VP of corporate communications and investor relations since 2013 Carolyn Micheli 6+ years 25+ years . Prior roles include Business Editor of The Cincinnati Enquirer and Communications VP, Investor Relations Director of CincyTech 26
FINANCIAL OVERVIEW
FINANCIAL OVERVIEW Scripps Stand-Alone Reported Historical Financial Metrics Revenue Adjusted EBITDA & Margin $ IN MILLIONS Local Media National Media Other $ IN MILLIONS Adjusted EBITDA Margin $1,208 $1,043 $233 $196 $874 $877 $170 $654 $92 $107 22% 19% 14% 12% 16% 2015A 2016A 2017A 2018A '17 / '18 L8QA 2015A 2016A 2017A 2018A '17 / '18 L8QA Capital Expenditures Unlevered Free Cash Flow1 $ IN MILLIONS $ IN MILLIONS $179 $53 $170 $134 $36 $89 $26 $72 $21 $18 2015A 2016A 2017A 2018A '17 / '18 L8QA 2015A 2016A 2017A 2018A '17 / '18 L8QA Note: Figures are as reported and do not include any pro forma adjustments 28 1 Defined as Adj. EBITDA – Capital Expenditures
FINANCIAL OVERVIEW Bridge to Pro Forma 2018 L8QA Adj. EBITDA 2018 L8QA Adj. EBITDA Bridge $ IN MILLIONS $320 $10 $57 (Excluding $8 NXST-TRCO Stations) $57 $7 ($9) $3 $16 $180 $170 Standalone 2018 L8QA Radio Katz Acquisition Triton Acquisition 2018 L8QA Gray Stations Cordillera Acquisition Cordillera Synergies Discontinued1 Comcast Retrans.2 Pro Forma Adj. EBITDA Divestitures Adj. EBITDA Acquisition Operations Adjustment Adjustment 2018 L8QA Adj. EBITDA o Acquisition of remaining 95% ownership of Katz closed on October 2, 2017 o Divested 34 radio stations between October 1, 2018 and December 12, 2018 o Acquisition of Triton closed on December 3, 2018 o Acquisition of 3 Gray-Raycom stations in 2 markets closed on January 2, 2019 1 Adjustment for operating losses from discontinued operations related to cancellation of Pickler & Ben 29 2 Pro forma adjustment for Comcast retransmission revenues, net of additional network affiliation fees
QUESTIONS?
APPENDIX
APPENDIX Scripps Stand-Alone Historical Financial Summary ($ in Millions) Fiscal Year Ending December 31, L8QA 2016 2017 2018 2017 / 2018 Segment Operating Revenues Local Media $835 $778 $917 $848 National Media 34 93 286 190 Other 5 5 5 5 Total Segment Operating Revenues $874 $877 $1,208 $1,043 Segment Profit Local Media $243 $157 251 $204 National Media (10) (9) 14 2 Other (3) (2) (4) (3) Shared Services and Corporate (46) (51) (53) (52) Total Segment Profit $184 $95 $208 $151 Stand-Alone EBITDA $196 $107 $233 $170 % Margin 22.4% 12.2% 19.2% 16.3% (-) Capital Expenditures ($26) ($18) ($53) ($36) (-) Cash Interest (16) (19) (34) (26) (-) Cash Taxes (1) (2) (4) (3) Free Cash Flow $153 $68 $142 $105 Balance Sheet Statistics1 Cash and Cash Equivalents $41 Total Debt 1,225 Net Debt 1,183 Pro Forma L8QA Adjusted EBITDA1 $320 Total Debt / PF L8QA Adjusted EBITDA 3.8x Net Debt / PF L8QA Adjusted EBITDA 3.7x Source: Company filings 1 Pro forma for all acquisitions (including Katz, Triton, Cordillera and Waco and Tallahassee stations), associated synergies, radio divestitures and adjustments for discontinued operations and Comcast retrans revenues, net of additional network affiliation fees; excludes Nexstar-Tribune stations acquisition 32
APPENDIX Cordillera Historical Financials ($ in Millions) Fiscal Year Ending September 30, L8QA 9/30 L8QA 12/31 2016 2017 2018 2016 / 2017 2017 / 2018 2017 / 2018 Operating Revenues Core Revenues $125 $119 $115 $122 $117 Political 13 23 26 18 25 Retransmission Revenues 34 39 47 37 43 Digital 11 12 14 12 13 Other 2 2 2 2 2 Gross Revenues $185 $196 $203 $190 $200 Other Direct Charges (21) (23) (23) (22) (23) Operating Revenues $164 $173 $180 $169 $177 Operating Revenues (ex. Tucson) $143 $151 $158 $147 $155 $161 Adj. EBITDA (ex. Tucson) $49 $53 $54 $51 $53 $57 % of Operating Revenues (ex. Tuscon) 34% 35% 34% 35% 35% 35% Capital Expenditures (ex. Tuscon) $4 $4 $5 $4 $4 % of Operating Revenues (ex. Tuscon) 3% 3% 3% 3% 3% Source: EPI Audited Financials 33
APPENDIX Scripps Stand-Alone Historical Statement of Operations ($ in Millions) Fiscal Year Ending December 31, L8QA 2016 2017 2018 2017 / 2018 Operating Revenues Advertising $609 $564 $836 $700 Retransmission and Carriage 221 260 304 282 Other 45 53 68 61 Total Operating Revenues $874 $877 $1,208 $1,043 Costs and Expenses Employee Compensation and Benefits $344 $368 $394 $381 Programming 173 229 351 290 Impairment of Programming Assets - - 9 4 Other Expenses 174 186 246 216 Acquisition and Related Integration Costs 1 - 4 2 Restructuring Costs - 4 9 7 Total Costs and Expenses $691 $787 $1,013 $900 Depreciation, Amortization, and Losses (Gains) Depreciation $32 $34 $35 $34 Amortization of Intangible Assets 23 22 29 26 Impairment of Goodwill and Intangibles - 36 - 18 Losses (Gains), Net on Disposal of Property and Equipment 0 0 1 1 Net Depreciation, Amortization, and Losses (Gains) $56 $92 $65 $79 Operating (Loss) Income $128 ($2) $130 $64 Interest Expense (18) (27) (36) (31) Defined Benefit Pension Plan Expense (14) (14) (20) (17) Miscellaneous, Net (3) 11 0 5 Income (Loss) from Continuing Operations before Income Taxes $93 ($32) $74 $21 Segment Operating Revenues Local Media $835 $778 $917 $848 National Media 34 93 286 190 Other 5 5 5 5 Total Segment Operating Revenues $874 $877 $1,208 $1,043 34 Source: Company filings
APPENDIX Pro Forma Adjusted EBITDA Reconciliation ($ in Millions) Fiscal Year Ending December 31, L8QA 2016 2017 2018 2017 / 2018 Net Income $67 ($15) $20 $3 Amortization of Pension Losses 4 4 17 11 Gain (Loss) Due to Write-Ups/Downs of Assets - (5) 19 7 Gain (Loss) Due to Dispositions - (4) - (2) Gain (Loss) Due to Earn-Outs from Acquisitions - (3) 1 (1) Interest Expense 18 27 36 31 Income Provision (Benefit) 39 (17) 16 (0) Depreciation and Amortization 59 59 64 62 Restructuring Costs - 3 9 6 Acquisition and Related Integration Costs 1 - 4 2 Unusual and Non-Recurring Non-Cash Charges 0 44 35 39 Non-Cash Share Based Compensation Charges 8 14 11 13 Stand-Alone EBITDA $196 $107 $233 $170 Radio Divestitures (12) (7) (9) Katz Contribution 6 - 3 Triton Acquisition 17 15 16 Adjusted EBITDA $196 $119 $241 $180 Gray Stations Acquisition 6 8 7 Cordillera Acquisition 42 72 57 Cordillera Synergies 8 8 8 Adjustment for Discontinued Operations 5 15 10 Comcast Retransmission Adjustment 1 58 57 57 Pro Forma Cordillera Adjusted EBITDA $196 $238 $402 $320 Source: Compliance certificates 1 Pro forma adjustment for Comcast retransmission revenues, net of additional network affiliation fees 35