tgna-20230331

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, 2023

☐ 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, 2023 was 225,028,376.

INDEX TO TEGNA INC.

March 31, 2023 FORM 10-Q


Item No.		Page
	PART I. FINANCIAL INFORMATION

1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 3 1 , 202 3 and December 31, 20 2 2	3

	Consolidated Statements of Income for the Quarters End ed March 3 1 , 202 3 and 20 2 2	5

	Consolidated Statements of Comprehensive Income for the Quarters Ended March 3 1 , 202 3 and 20 22	6

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 3 and 202 2	7

	Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quart ers E nded Mar ch 3 1 , 202 3 and 20 2 2	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	28

1A.	Risk Factors	28

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)


	Mar. 31, 2023		Dec. 31, 2022

ASSETS
Current assets
Cash and cash equivalents	$	683,179	$	551,681
Accounts receivable, net of allowances of $3,965 and $3,697, respectively	637,435		658,318
Other receivables	10,906		13,493
Syndicated programming rights	32,578		44,064
Prepaid expenses and other current assets	35,915		36,152
Total current assets	1,400,013		1,303,708
Property and equipment
Cost	1,068,582		1,067,191
Less accumulated depreciation	(623,452)		(610,138)
Net property and equipment	445,130		457,053
Intangible and other assets
Goodwill	2,981,587		2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $250,187 and $348,087, respectively	2,368,858		2,381,606
Right-of-use assets for operating leases	75,860		78,448
Investments and other assets	122,594		126,494
Total intangible and other assets	5,548,899		5,568,135
Total assets	$	7,394,042	$	7,328,896

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, 2023		Dec. 31, 2022

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable	$	88,312	$	76,212
Accrued liabilities
Compensation	40,647		50,339
Interest	12,798		45,480
Contracts payable for programming rights	111,318		117,743
Other	73,560		78,265

Income taxes payable	51,561		22,985

Total current liabilities	378,196		391,024
Noncurrent liabilities

Deferred income tax liability	557,387		556,131
Long-term debt	3,070,164		3,069,316
Pension liabilities	73,550		73,684
Operating lease liabilities	76,674		79,503
Other noncurrent liabilities	69,052		70,098
Total noncurrent liabilities	3,846,827		3,848,732
Total liabilities	4,225,023		4,239,756

Commitments and contingent liabilities (see Note 9)

Redeemable noncontrolling interest (see Note 1)	17,754		17,418

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	27,941		27,941
Retained earnings	7,879,619		7,898,055
Accumulated other comprehensive loss	(124,455)		(125,533)
Less treasury stock at cost, 99,471,855 shares and 100,970,426 shares, respectively	(4,956,259)		(5,053,160)
Total equity	3,151,265		3,071,722
Total liabilities, redeemable noncontrolling interest and equity	$	7,394,042	$	7,328,896

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,
	2023		2022

Revenues	$	740,327	$	774,123

Operating expenses:
Cost of revenues1	426,932		411,450
Business units - Selling, general and administrative expenses	99,109		101,969
Corporate - General and administrative expenses	12,100		21,320
Depreciation	15,049		15,305
Amortization of intangible assets	13,582		15,000
Spectrum repacking reimbursements and other, net	—		(58)
Total	566,772		564,986
Operating income	173,555		209,137

Non-operating (expense) income:
Equity loss in unconsolidated investments, net	(237)		(3,811)
Interest expense	(42,906)		(43,620)
Other non-operating items, net	5,411		17,319
Total	(37,732)		(30,112)

Income before income taxes	135,823		179,025
Provision for income taxes	31,819		44,738
Net Income	104,004		134,287
Net loss (income) attributable to redeemable noncontrolling interest	299		(53)
Net income attributable to TEGNA Inc.	$	104,303	$	134,234

Earnings per share:
Basic	$	0.46	$	0.60
Diluted	$	0.46	$	0.60

Weighted average number of common shares outstanding:
Basic shares	224,544		222,712
Diluted shares	224,839		223,240

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,
	2023		2022

Net income	$	104,004	$	134,287
Other comprehensive income, before tax:
Foreign currency translation adjustments	—		142

Recognition of previously deferred post-retirement benefit plan costs	1,450		975



Realized gain on available-for-sale investment during the period	—		(20,800)
Other comprehensive income (loss), before tax	1,450		(19,683)
Income tax effect related to components of other comprehensive income	(372)		5,065
Other comprehensive income (loss), net of tax	1,078		(14,618)
Comprehensive income	105,082		119,669
Comprehensive loss (income) attributable to redeemable noncontrolling interest	299		(53)
Comprehensive income attributable to TEGNA Inc.	$	105,381	$	119,616

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,
	2023		2022

Cash flows from operating activities:
Net income	$	104,004	$	134,287
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization	28,631		30,305
Stock-based compensation	3,688		10,495
Company stock 401(k) contribution	5,564		5,338
Gains on assets, net	—		(18,308)
Equity losses from unconsolidated investments, net	237		3,811
Pension expense, net of employer contributions	1,416		(585)
Change in other assets and liabilities, net of acquisitions:
Decrease (increase) in trade receivables	20,615		(120)
Increase in accounts payable	12,100		13,987
(Decrease) increase in interest and taxes payable, net	(1,627)		13,663
Increase in deferred revenue	1,797		2,298
Change in other assets and liabilities, net	(6,038)		1,089
Net cash flow from operating activities	170,387		196,260
Cash flows from investing activities:
Purchase of property and equipment	(2,845)		(5,538)
Reimbursements from spectrum repacking	—		58
Payments for acquisition of assets	(1,150)

SEC Form 10-Q filed by TEGNA Inc