Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Summary of net cash consideration for the ION transaction

The following table summarizes the net cash consideration for the ION transaction.


(in thousands)

Total purchase price	$	2,650,000
Plus: Cash acquired	14,493
Plus: Working capital	57,755
Total transaction gross cash consideration	2,722,248
Less: Proceeds from ION stations divested	(30,000)
Total transaction net cash consideration	2,692,248
Less: Cash acquired	(14,493)
Total consideration, net of cash acquired	$	2,677,755

Fair values of the assets acquired and liabilities assumed

The following table summarizes the final fair values of the ION assets acquired and liabilities assumed at the closing date.


(in thousands)

Accounts receivable	$	135,006
Other current assets	25,353
Programming rights	169,027
Property and equipment	122,520
Operating lease right-of-use assets	72,717
Other assets	2,295
Goodwill	1,796,148
Indefinite-lived intangible assets - FCC licenses	424,200
Amortizable intangible assets:
INYO affiliation agreement	422,000
Other affiliation relationships	22,000
Advertiser relationships	143,000
Trade names	72,000
Accounts payable	(9,674)
Unearned revenue	(13,043)
Accrued expenses	(15,814)
Current portion of programming liabilities	(92,721)
Other current liabilities	(24,810)
Programming liabilities	(191,837)
Deferred tax liabilities	(265,291)
Operating lease liabilities	(78,438)
Other long-term liabilities	(36,883)
Total consideration, net of cash acquired	$	2,677,755

The following table summarizes the final fair values of the Raycom, Cordillera and Nexstar-Tribune assets acquired and liabilities assumed at the closing dates.


(in thousands)	Raycom		Cordillera		Nexstar- Tribune		Total

Accounts receivable	$	—	$	26,770	$	—	$	26,770
Current portion of programming	—		—		11,997		11,997
Other current assets	—		986		3,541		4,527
Property and equipment	11,721		53,734		61,569		127,024
Operating lease right-of-use assets	296		4,667		82,447		87,410
Programming (less current portion)	—		—		9,830		9,830
Goodwill	18,349		251,681		168,196		438,226
Indefinite-lived intangible assets - FCC licenses	6,800		26,700		176,000		209,500
Amortizable intangible assets:
Television network affiliation relationships	17,400		169,400		181,000		367,800
Advertiser relationships	700		5,900		7,100		13,700
Other intangible assets	—		13,000		—		13,000
Accounts payable	—		(15)		—		(15)
Accrued expenses	—		(5,750)		(4,586)		(10,336)
Current portion of programming liabilities	—		—		(16,211)		(16,211)
Other current liabilities	—		(280)		(3,185)		(3,465)
Programming liabilities	—		—		(15,607)		(15,607)
Operating lease liabilities	(296)		(4,387)		(79,766)		(84,449)
Net purchase price	$	54,970	$	542,406	$	582,325	$	1,179,701

Pro forma results of operations

Pro forma results of operations, assuming the ION acquisition had taken place at the beginning of 2020, are presented in the following table. The pro forma results do not include KCDO, as the impact of this acquisition, individually or in the aggregate, is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps and ION (excluding the results of the divested stations sold to INYO), as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisition, or retrospective fair value adjustments to the warrant. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period.


	For the years ended December 31,
(in thousands, except per share data) (unaudited)	2021		2020

Operating revenues	$	2,290,254	$	2,395,650
Net income attributable to Scripps shareholders	101,146		275,658
Net income per share:
Basic	$	1.19	$	3.30
Diluted	1.12		3.29