EX-99.1 12 ex-991foodnetworkfinancials.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

Television Food Network, G.P.
Consolidated Financial Statements as of December 31, 2015 and 2014 and for the Years Ended December 31, 2015, 2014 and 2013 and Report of Independent Registered Public Accounting Firm




Television Food Network, G.P.
Table of Contents
 
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1

CONSOLIDATED FINANCIAL STATEMENTS
 
Consolidated Balance Sheets
2

Consolidated Statements of Income and Comprehensive Income
3

Consolidated Statements of Cash Flows
4

Consolidated Statements of Partners' Equity
5

Notes to Consolidated Financial Statements
6-15






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Management Committee of
Television Food Network, G.P.
Knoxville, Tennessee

We have audited the accompanying consolidated balance sheets of Television Food Network, G.P. (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, partners’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 7 to the consolidated financial statements, the accompanying financial statements include portions of certain revenue and expense transactions with affiliated companies, including allocations made from corporate functions, and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company.

The accompanying consolidated financial statements for the year ended December 31, 2015 have been prepared assuming that the Company will continue beyond the contractual expiration of the partnership. As discussed in Note 1 to the financial statements, the Company is operated and organized under the terms of a general partnership agreement that specifies a dissolution date of December 31, 2016. If the partnership agreement is not extended or if the partnership is not reconstituted, the Company will be required to limit its activities to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests, which creates substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 29, 2016






1



TELEVISION FOOD NETWORK, G.P.
CONSOLIDATED BALANCE SHEETS
(in thousands)
 
 
As of December 31,
 
2015
 
2014
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$

 
$

Accounts receivable (less allowances — 2015, $4,761; 2014, $1,143)
279,417

 
253,545

Receivable due from related party
285,490

 
303,257

Programs and program licenses
183,149

 
151,006

Other current assets
2,369

 
956

Total current assets
750,425

 
708,764

INVESTMENTS
16,632

 
16,611

GOODWILL AND OTHER INTANGIBLE ASSETS:
 
 
 
Goodwill
10,235

 
10,235

Other intangible assets, net
1,118

 
1,186

Total goodwill and other intangible assets, net
11,353

 
11,421

OTHER ASSETS:
 
 
 
Programs and program licenses (less current portion)
141,365

 
117,205

Other non-current assets
4,163

 
11,567

Total other assets
145,528

 
128,772

TOTAL ASSETS
$
923,938

 
$
865,568

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts and program rights payables
$
29,461

 
$
21,789

Unearned revenue
31,373

 
16,366

Other accrued liabilities
26,507

 
25,102

Total current liabilities
87,341

 
63,257

DEFERRED INCOME TAXES
541

 
619

TOTAL LIABILITIES
87,882

 
63,876

COMMITMENTS AND CONTINGENCIES (Note 6)
 
 
 
PARTNERS’ EQUITY:
 
 
 
Partners’ capital
839,546

 
802,427

Foreign currency translation adjustment
(3,490
)
 
(735
)
Total partners’ equity
836,056

 
801,692

TOTAL LIABILITIES AND PARTNERS’ EQUITY
$
923,938

 
$
865,568

See notes to consolidated financial statements.



2



TELEVISION FOOD NETWORK, G.P.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)
 
 
For the years ended December 31,
 
2015
 
2014
 
2013
Operating revenues
$
1,099,307

 
$
1,070,671

 
$
1,031,320

COSTS AND EXPENSES:
 
 
 
 
 
Costs of services
288,638

 
273,377

 
245,963

Selling, general and administrative
261,683

 
262,750

 
264,100

Amortization of intangible assets
67

 
67

 
315

Total costs and expenses
550,388

 
536,194

 
510,378

OPERATING INCOME
548,919

 
534,477

 
520,942

OTHER CREDITS (CHARGES):
 
 
 
 
 
Equity in earnings of affiliates
15,923

 
17,345

 
21,797

Miscellaneous, net
(505
)
 
645

 
(202
)
Net other credits (charges)
15,418

 
17,990

 
21,595

Income before unincorporated business taxes
564,337

 
552,467

 
542,537

Unincorporated business taxes
2,680

 
3,409

 
31,302

NET INCOME
561,657

 
549,058

 
511,235

OTHER COMPREHENSIVE INCOME (LOSS)
 
 
 
 
 
Foreign currency translation adjustment
(2,755
)
 
(1,559
)
 
(1,360
)
COMPREHENSIVE INCOME
$
558,902

 
$
547,499

 
$
509,875

See notes to consolidated financial statements.










3



TELEVISION FOOD NETWORK, G.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) 
 
For the years ended December 31,
 
2015
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net income
$
561,657

 
$
549,058

 
$
511,235

Adjustments to reconcile net income to net cash flows from operating activities:
 
 
 
 
 
Program amortization
262,848

 
243,772

 
218,302

Amortization of intangible assets
67

 
67

 
315

Equity in earnings of affiliates
(15,923
)
 
(17,345
)
 
(21,797
)
Amortization of network distribution costs
6,841

 
4,396

 
6,425

Program payments
(311,769
)
 
(249,276
)
 
(219,059
)
Dividends received from joint ventures, net of withholding tax paid
13,147

 
17,996

 
17,983

Changes in assets and liabilities:
 
 
 
 
 
Accounts receivable
(24,119
)
 
7,029

 
(3,800
)
Accounts payable
292

 
(131
)
 
487

Other assets and liabilities
13,730

 
(32,259
)
 
22,853

Cash provided by (used in) operating activities
506,771

 
523,307

 
532,944

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease (increase) in receivable due from related party
17,767

 
81,048

 
(56,835
)
Other, net

 
508

 
(613
)
Cash provided by (used in) investing activities
17,767

 
81,556

 
(57,448
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Capital contributions

 

 
16,990

Capital distributions
(524,538
)
 
(604,873
)
 
(492,476
)
Cash provided by (used in) financing activities
(524,538
)
 
(604,873
)
 
(475,486
)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 
(10
)
 
10

CASH AND CASH EQUIVALENTS:
 
 
 
 
 
Beginning of period

 
10

 

End of period
$

 
$

 
$
10

See notes to consolidated financial statements.





4



TELEVISION FOOD NETWORK, G.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY
(in thousands)
 
 
Managing
Partner
 
Class A
Partners
 
Class B
Partners
 
Foreign
Currency
Translation
Adjustment
 
Total
Partners’
Equity
Partners’ equity at December 31, 2012
112,529

 
372,419

 
337,545

 
2,184

 
824,677

Net income
51,124

 
306,741

 
153,370

 

 
511,235

Foreign currency translation adjustment

 

 

 
(1,360
)
 
(1,360
)
Capital contributions

 
16,990

 

 

 
16,990

Capital distributions
(49,248
)
 
(295,485
)
 
(147,743
)
 

 
(492,476
)
Partners’ equity at December 31, 2013
114,405

 
400,665

 
343,172

 
824

 
859,066

Net income
54,906

 
329,435

 
164,717

 

 
549,058

Foreign currency translation adjustment

 

 

 
(1,559
)
 
(1,559
)
Capital distributions
(60,487
)
 
(362,924
)
 
(181,462
)
 

 
(604,873
)
Partners’ equity at December 31, 2014
108,824

 
367,176

 
326,427

 
(735
)
 
801,692

Net income
56,166

 
336,994

 
168,497

 

 
561,657

Foreign currency translation adjustment

 

 

 
(2,755
)
 
(2,755
)
Capital distributions
(52,454
)
 
(314,723
)
 
(157,361
)
 

 
(524,538
)
Partners’ equity at December 31, 2015
$
112,536

 
$
389,447

 
$
337,563

 
$
(3,490
)
 
$
836,056

See notes to consolidated financial statements.






5



TELEVISION FOOD NETWORK, G.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED
DECEMBER 31, 2015, 2014 AND 2013


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As used in the Notes to Consolidated Financial Statements, the terms “we,” “our,” “us” or “Food Network” may, depending on the context, refer to the Television Food Network, G.P., or to its consolidated subsidiary company.

Management and Ownership Structure - Food Network is operated and organized under the terms of a general partnership (the “Partnership”). During 2014, the Partnership agreement was extended and specifies a dissolution date of December 31, 2016. If the term of the Partnership is not extended prior to that date, the agreement would permit Scripps Networks Interactive, Inc. (“SNI" or "Scripps Networks”), as the beneficial holder of approximately 80% of the applicable votes, to reconstitute the Partnership and continue its business. If for some reason the Partnership is not continued it will be required to limit its activities to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests. The managing general partner has a 10% “residual” interest in Food Network, that is, except for cash distributions intended to offset the tax liabilities associated with any allocated taxable income, it is entitled to cash distributions only after all loans from partners have been repaid and Class A partners have recovered their capital contributions.

In addition to the managing general partner, there are five Class A partnership units with a 60% residual interest and two Class B partners with a 30% undilutable residual interest. Each Class A partnership unit entitles the holder to one vote on the five-member management committee of Food Network. The managing general partner and the Class B partners are nonvoting partners except that in certain circumstances the managing general partner is allowed a vote in the case of a management committee deadlock. SNI, through its wholly-owned subsidiaries, owns four class A partnership units thereby controlling Food Network.
Class B partnership interests were allocated based upon the level of partners’ commitments to distribute Food Network programming. Each one-million-subscriber commitment translated into an approximate 1.86% residual interest.
For income tax purposes, Partnership profits are allocated first to offset previously allocated losses and then to the partners in proportion to their relative Partnership interests. Partnership losses are allocated first to offset previously allocated profits; second, to the extent of cumulative capital contributions; and finally, to Class A partners in proportion to their residual interests.

Nature of Operations - We operate two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, Internet and mobile entertainment and information focusing on food and entertaining. Our business is organized as a single reportable business segment. Programming for our networks is distributed by cable and satellite television systems. We earn revenue primarily from the sale of advertising time on national television networks and interactive platforms and from affiliate fees paid by providers that distribute our content.

Concentration Risks - Approximately 65.9% of our operating revenues are derived from advertising. Operating results can be affected by changes in the demand for such services both nationally and in individual markets.

The six largest cable television systems and the two largest direct broadcast satellite television systems in the U.S. provide service to more than 91.8% of homes receiving our networks. The loss of distribution of our networks by any of these cable or satellite television systems could adversely affect our business.

Principles of Consolidation - The consolidated financial statements include the accounts of Food Network and its wholly-owned subsidiary limited liability company after elimination of intercompany accounts and transactions.

6



Investments in 20%-to-50%-owned companies and partnerships or companies and partnerships in which we exercise significant influence over the operating and financial policies are accounted for using the equity method. The results of companies acquired or disposed of are included in the consolidated financial statements from the effective date of acquisition or up to the date of disposal.

Use of Estimates - The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions that affect reported amounts and the related disclosures, including the selection of appropriate accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions.

Our consolidated financial statements include estimates, judgment, and assumptions used in accounting for asset impairments, equity method investments, revenue recognition, program assets, depreciation and amortization, pension plans, share-based compensation, income taxes, fair value measurements and contingencies.

While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time consolidated financial statements were prepared.

Foreign Currency Translation - Food Network Canada (“Food Canada”), in which we hold a 29% interest, uses their local currency as the functional currency. Assets and liabilities of such international subsidiaries are translated using end-of-period exchange rates while results of operations are translated based on the average exchange rates throughout the year. The effects of translating the financial position and results of operations of local functional currency operations into U.S. dollars are included as accumulated comprehensive income (loss) in Partners’ equity.

Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency using end-of-period exchange rates. Gains or losses resulting from such remeasurement are recorded in income. Foreign exchange gains and losses are included within miscellaneous, net in the consolidated statements of income and comprehensive income.

Revenue Recognition

Revenue is recognized when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. Revenue is reported net of our remittance of sales taxes, value added taxes and other taxes collected from our customers.

Our primary sources of revenue are from:
The sale of television, internet and mobile advertising.
Fees for programming services (“network affiliate fees”).

Revenue recognition policies for each source of revenue are described below.
Advertising - Advertising revenue is recognized, net of agency commissions, when advertisements are displayed. Internet and mobile advertising includes (i) fixed duration campaigns whereby a banner, text or other advertisement appears for a specified period of time for a fee; (ii) impression-based campaigns where the fee is based upon the number of times an advertisement appears in web pages viewed by a user; and (iii) click-through based campaigns where the fee is based upon the number of users who click on an advertisement and are directed to the advertiser’s website. Advertising revenue from fixed duration campaigns are recognized over the period in which the advertising appears. Internet and mobile advertising revenue that is based upon the number of impressions delivered or the number of click-throughs achieved is recognized as impressions are delivered or click-throughs occur.
Advertising contracts may guarantee the advertiser a minimum audience for the programs in which their advertisements are broadcast over the term of the advertising contracts. We provide the advertiser with additional

7



advertising time if we do not deliver the guaranteed audience size. If we determine we have not delivered the guaranteed audience, an accrual for “make-good” advertisements is recorded as a reduction of revenue. The estimated make-good accrual is adjusted throughout the term of the advertising contracts.
Network Affiliate Fees - Cable and satellite television operators and telecommunication service providers generally pay a per-subscriber fee (“network affiliate fees”) for the right to distribute our programming under the terms of multi-year distribution contracts. Network affiliate fees are reported net of volume discounts earned by the distributors and incentive costs offered to system operators in exchange for initial multi-year distribution contracts. We recognize network affiliate fees as revenue over the term of the contracts, including any free periods. Network launch incentives are capitalized as assets upon launch of our programming on the cable or satellite television system and amortized against network affiliate fees based upon the ratio of each period’s revenue to expected total revenue over the term of the contracts.
Network affiliate fees due to us, net of applicable discounts, are reported to us by cable and satellite television operators. Such information is generally not received until after the close of the reporting period. Therefore, reported network affiliate fee revenues are based upon our estimates of the number of subscribers receiving our programming and the amount of volume-based discounts each cable and satellite television provider and telecommunication provider is entitled to receive. We subsequently adjust these estimated amounts based upon the actual amounts of network affiliate fees received. Such adjustments have not been significant.
Revenues associated with digital distribution arrangements are recognized when we transfer control and the rights to distribute the content to a customer.
Accounts Receivable - We extend credit to customers based upon our assessment of the customer’s financial condition. Collateral is generally not required from customers. Allowances for credit losses are generally based upon trends, economic conditions, review of aging categories and historical experience, and specific identification of customers at risk of default. Allowance for doubtful accounts receivable is as follows:
(in thousands)
Balance
Beginning
of Period
 
Additions for
Bad Debt
Expense
 
Deductions
for Amounts
Charged Off
 
Balance
End of
Period
Allowances for Doubtful Accounts Receivable
 
 
 
 
 
 
 
Year Ended December 31:
 
 
 
 
 
 
 
2015
$
1,143

 
$
4,343

 
$
725

 
$
4,761

2014
2,429

 
1,054

 
2,340

 
1,143

2013
1,950

 
780

 
301

 
2,429

Investments - We have investments that are accounted for using the equity method of accounting. We use the equity method to account for our investments in equity securities if our investment gives us the ability to exercise significant influence over operating and financial policies of the investee. Under the equity method of accounting, investments are initially recorded at cost and subsequently increased or decreased to reflect our proportionate share of net earnings or losses of the equity method investees. Cash payments to equity method investees, such as additional investments, loans, advances and expenses incurred on behalf of investees, as well as dividends from equity method investees, are recorded as adjustments to the investment balances. The entire equity method investment is tested for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

We regularly review our investments to determine if there has been any other-than-temporary decline in values. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate, among other factors, the extent to which the investments carrying value exceeds fair value, the duration of the decline in fair value below carrying value and the current cash position, earnings and cash forecasts and near term prospects of the investee. The carrying value of an investment is adjusted when a decline in fair value below cost is determined to be other-than-temporary.

8




Goodwill - Goodwill represents the cost of acquiring partnership interests from Class B partners in excess of the net book value of the Class B partnership interests.

Goodwill is not amortized, but is reviewed for impairment at least annually. We perform our annual impairment review during the fourth quarter of each year. No impairment charges have been recorded on our goodwill balances.

Programs and Program Licenses - Programming is either produced by us or for us by independent production companies or licensed under agreements with independent producers.

Costs of programs produced include capitalizable direct costs, production overhead, development costs and acquired production costs. Production costs for programs produced are capitalized. Costs to produce live programming that are not expected to be rebroadcast are expensed as incurred. Program licenses generally have fixed terms, limit the number of times we can air the programs and require payments over the terms of the licenses. Licensed program assets and liabilities are recorded when programs become available for broadcast. Program licenses are not discounted for imputed interest. Program assets are amortized over the estimated useful lives of the programs based upon future cash flows and are included within cost of services in the consolidated statements of income and comprehensive income. The amortization of program assets generally results in an accelerated method over the estimated useful lives.

Estimated future cash flows can change based upon market acceptance, advertising and network affiliate fee rates, the number of subscribers receiving our networks and program usage. Accordingly, we periodically review revenue estimates and planned usage and revise our assumptions if necessary. If actual demand or market conditions are less favorable than projected, a write-down to net realizable value may be required. Development costs for programs that we have determined will not be produced are written off.

Deposits and the portion of the unamortized balance expected to be amortized within one year is classified as a current asset within programs and program licenses on the consolidated balance sheets.

Program rights liabilities payable within the next twelve months are classified as a current liability within program rights payable on the consolidated balance sheets. Non-current program rights liabilities are included in other non-current liabilities on the consolidated balance sheets. The carrying value of our program rights liabilities approximates fair value.
Impairment of Long-Lived Assets - Long-lived assets, primarily network distribution incentives and finite-lived intangible assets, are reviewed for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability for long-lived assets is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate to the carrying amount of the assets. If the undiscounted cash flows are less than the carrying amount of the assets, then we write down the carrying value of the assets to estimated fair values, which are primarily based upon forecasted discounted cash flows. Fair value of long-lived assets is determined based on a combination of discounted cash flows and market multiples.
Marketing and Advertising Costs - Marketing and advertising costs, which totaled $50,548 thousand in 2015, $53,035 thousand in 2014 and $47,130 thousand in 2013 and are reported within selling, general and administrative in the consolidated statements of income and comprehensive income, include costs incurred to promote our businesses and to attract traffic to our websites. Advertising production costs are deferred and expensed the first time the advertisement is shown. Other marketing and advertising costs are expensed as incurred.
Income Taxes - Food Network is organized as a general partnership. Accordingly, the Company is not subject to federal and state income taxes as the respective partners are responsible for income taxes applicable to their share of the taxable income of Food Network. However, the Company is subject to a 4.0% New York City unincorporated business tax (“UBT”).

We account for UBT using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying

9



amounts of existing assets and liabilities, and their respective tax basis by applying statutory tax rates. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not, that some or all of the deferred tax asset will not be realized.

Financial Instruments and Risk Management Contracts - Financial instruments consist of cash, accounts receivable, accounts payable, must-carry rights payable and program rights liabilities. The carrying amounts of these financial instruments approximate their fair value. We held no derivative financial instruments in 2015, 2014, and 2013.

Recently Issued Accounting Standards Update - In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASC will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new ASC is effective for us on January 1, 2017. Early application is not permitted. The ASC permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements and related disclosures.

In November 2015, the FASB issued new accounting guidance related to the classification of deferred taxes, Balance Sheet Classification of Deferred Taxes, which requires that an entity classify deferred tax liabilities and assets as non-current amounts. The guidance requires that entities within a particular tax jurisdiction offset all deferred tax liabilities and assets, as well as any related valuation allowances, and present the amounts as a single non-current amount. The update is effective for us in 2016 and requires retrospective application at the time of implementation. The adoption of the update is not expected to have a material effect on our consolidated financial statements.

Going Concern - The Partnership is set to expire on December 31, 2016. If the term of the Partnership is not extended prior to that date, the Partnership agreement permits SNI, as holder of 80% of the applicable votes, to reconstitute the Partnership and continue its business. If for some reason the Partnership is not continued, activities will be limited to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests.

Subsequent Events - No material subsequent events have occurred since December 31, 2015 that should be recorded or disclosed in the consolidated financial statements.


10



2. EQUITY METHOD INVESTMENTS
(in thousands)
 
 
 
 
 
Balance as of December 31, 2013
 
$
19,328

Equity in earnings of affiliates
 
17,345

Dividends received from joint ventures, net of withholding tax paid
 
(18,504
)
Foreign currency translation adjustment
 
(1,558
)
Balance as of December 31, 2014
 
16,611

Equity in earnings of affiliates
 
15,923

Dividends received from joint ventures, net of withholding tax paid
 
(13,147
)
Foreign currency translation adjustment
 
(2,755
)
Balance as of December 31, 2015
 
$
16,632

Investments accounted for using the equity method include the Company’s investments in Food Canada (29% owned) and Food Network Magazine JV (50% owned). We regularly review our investments to determine if there have been any other-than-temporary declines in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate among other factors, the extent to which the investment’s carrying value exceed fair value, the duration of the decline in fair value below carrying value, and the current cash position, earnings and cash forecasts and near term prospects of the investee. No impairments were recognized on any of our equity method investments in 2015, 2014 or 2013.
3. PROGRAMS AND PROGRAM LICENSES
Programs and program licenses consisted of the following:
(in thousands)
As of December 31,
 
2015
 
2014
Cost of programs available for broadcast
$
932,841

 
$
849,055

Accumulated amortization
668,939

 
614,095

Total
263,902

 
234,960

Progress payments on programs not yet available for broadcast
60,612

 
33,251

Total programs and program licenses
$
324,514

 
$
268,211

In addition to the programs owned or licensed by us included in the table above, we have commitments to license certain programming that is not yet available for broadcast. These contracts may require progress payments or deposits prior to the program becoming available for broadcast. Remaining obligations under contracts to purchase or license programs not yet available for broadcast totaled approximately $74,841 thousand at December 31, 2015. If the programs are not produced, our commitment to license would generally expire without obligation.

Programs and program license expense, which consist of program amortization and program impairments, is included within costs of services in our consolidated statements of income and comprehensive income. Program impairments totaled $21,132 thousand in 2015, $20,371 thousand in 2014 and $15,226 thousand in 2013.


11



Estimated amortization of recorded program assets and program commitments for each of the next five years is as follows:
(in thousands)
Programs
Available for
Broadcast
 
Programs Not
Yet Available
for Broadcast
 
Total
2016
$
152,080

 
$
69,927

 
$
222,007

2017
70,374

 
31,839

 
102,213

2018
31,929

 
16,944

 
48,873

2019
9,519

 
13,658

 
23,177

2020

 
3,085

 
3,085

Total
$
263,902

 
$
135,453

 
$
399,355

Actual amortization in each of the next five years will exceed the amounts presented above as we will continue to produce or license additional programs.
4. OTHER INTANGIBLE ASSETS
Other intangible assets consisted of the following:
(in thousands)
As of December 31,
 
2015
 
2014
Acquired rights
$
1,668

 
$
1,669

Accumulated amortization
(550
)
 
(483
)
Total other intangible assets, net
$
1,118

 
$
1,186

Separately acquired intangible assets reflect the acquisition of certain rights that will expand our opportunity to earn future revenues.

Estimated amortization expense for intangible assets for the next five years is expected to be $63 thousand for years 2016-2020 and $803 thousand in later years.
5. UNINCORPORATED BUSINESS TAXES
We have provided for UBT taxes in accordance with the applicable New York City regulations. Our UBT expenses consisted of the following:
(in thousands)
For the years ended December 31,
 
2015
 
2014
 
2013
Current tax expense
$
2,862

 
$
3,354

 
$
31,063

Deferred tax (benefit) expense
(182
)
 
55

 
239

Total UBT expense
$
2,680

 
$
3,409

 
$
31,302

In 2013, the New York City Department of Finance completed an audit of our Unincorporated Business Tax Returns for the years 2003 through 2005 and we reached agreement on adjustments that increased the amount of Unincorporated Business Taxable Income ("UBTI") apportioned to operations in New York City. Upon settling this audit, SNI also filed amended Unincorporated Business Tax returns for the Partnership for the years 2006 through 2011, and filed a 2012 Unincorporated Business Tax return for the Partnership that reflected the settlement items agreed to from the audit. Accordingly, our UBT expense amount in 2013 reflects approximately $28,000 thousand of additional taxes and interest for the tax years 2003-2012.

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In 2015, the New York City Department of Finance completed an audit of our Unincorporated Business Tax Returns for the years 2006 through 2011 and we reached agreement on adjustments that increased the amount of Unincorporated Business Taxable Income ("UBTI") apportioned to operations in New York City. Accordingly, our UBT expense amount in 2015 reflects approximately $423 thousand of additional taxes for the tax years 2006-2011.
The approximate effect of the temporary differences giving rise to deferred tax liabilities (assets) were as follows:
(in thousands)
As of December 31,
 
2015
 
2014
Deferred tax assets:
 
 
 
Unearned revenue
$
(121
)
 
$
(66
)
Other temporary differences
(207
)
 
(158
)
 
(328
)
 
(224
)
Deferred tax liabilities:
 
 
 
Programs and program licenses
469

 
582

Other temporary differences
72

 
37

 
541

 
619

Net deferred tax liability
$
213

 
$
395

As of December 31, 2015 and 2014, we do not believe we have any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements. Our New York City unincorporated business taxes remain subject to examination for tax years 2012 and forward.

6. COMMITMENTS AND CONTINGENCIES
We are involved in litigation arising in the ordinary course of business, none of which is expected to result in material loss.

In the ordinary course of business, Food Network enters into long-term contracts to lease office space and equipment, to secure on-air talent, to obtain satellite transmission of network programming, and to purchase other goods and services. Minimum payments for such non-cancellable services as of December 31, 2015, are expected to be as follows:
(in thousands)
Rent
Commitments
 
Talent
Contract
Commitments
2016
$
10,351

 
$
10,436

2017
10,682

 
10,525

2018
10,896

 
6,530

2019
11,114

 

2020
11,336

 

Later years
10,102

 

Total
$
64,481

 
$
27,491

Rental expense for cancelable and non-cancelable leases was $8,386 thousand in 2015, $8,631 thousand in 2014 and $8,439 thousand in 2013.

We also share leased facilities and other services with other SNI cable and satellite television programming services. Our share of the costs for such services is included in the allocated charge from SNI (See Note 7).

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7. RELATED PARTY TRANSACTIONS
SNI manages our daily flow of cash. We also participate in SNI’s controlled disbursement system. The bank sends SNI daily notifications of checks presented for payment, and SNI transfers funds from other sources to cover the checks. Our cash balance held by SNI is reduced as checks are issued. We receive interest income on positive cash balances, and are charged interest expense on negative cash balances. In determining whether we are to receive interest or to be charged interest, the balance is reduced by our share of the net book value of shared property and equipment.

Positive cash account balances due from SNI are reported as receivable due from related party in our consolidated balance sheets. The receivable due from SNI was $285,490 thousand at December 31, 2015 and $303,257 thousand at December 31, 2014, which earns interest at money market rates.

Food Network is also subject to the terms and conditions of variable rate credit agreements with each partner. Our variable rate credit agreement with SNI permits aggregate borrowings up to $150,000 thousand and our variable rate credit agreement with Tribune Company permits aggregate borrowings up to $12,500 thousand. Interest on each agreement is charged at the prime rate plus two percent. There were no outstanding borrowings under these agreements at December 31, 2015 and 2014.

Net interest income from positive cash balances was $182 thousand in 2015, $151 thousand in 2014 and $180 thousand in 2013.
We are party to an agreement with Shaw Media Inc. that provides us a 29% ownership interest in Food Canada.  Pursuant to the terms of the agreement, we grant Food Canada an exclusive right to use the Food Network trademark and provide Food Canada with Food Network programming.  Revenue recognized from the licensing of the Food Network trademark was $1,218 thousand in 2015, $693 thousand in 2014 and $365 thousand in 2013.  Revenues from program sales to Food Canada were $5,645 thousand in 2015, $2,284 thousand in 2014 and $1,707 thousand in 2013. 
We may provide Food Network programming to other Scripps Networks cable networks or companies controlled by SNI. Revenue recognized from the programming provided to other Scripps Networks cable networks or SNI controlled entities totaled $11,659 thousand in 2015, $6,808 thousand in 2014 and $5,613 thousand in 2013.
We also may generate revenue from the sale of broadcast and internet advertising to companies controlled by SNI. Advertising revenues generated from SNI’s controlled entities totaled $136 thousand in 2015, $1,114 thousand in 2014 and $922 thousand in 2013.
We may purchase advertising units from the other cable networks controlled by Scripps Networks and use the additional spots to satisfy “make good” audience deficiency accruals we have recorded in our consolidated financial statements. Consideration paid to Scripps Networks affiliated entities for these advertising spots totaled approximately $0 in 2015, $5 thousand in 2014 and $8,502 thousand in 2013.

Marketing and promotion costs incurred with businesses controlled by Scripps Networks totaled approximately $3,549 thousand in 2015, $3,616 thousand in 2014 and $11,943 thousand in 2013.

Scripps Networks provides services covering affiliates sales, advertising sales, transmission and quality control, information technology functions, and other corporate functions related to executive management, corporate finance and accounting, legal, tax and human resources. Services provided by Scripps Networks for affiliate sales includes marketing, such as advertising campaigns, programming promotion, targeted sales presentations and managing tradeshow strategies and talent appearances; negotiating agreements with existing and new affiliates; billing and collection services; and providing channel affiliate reports. For advertising sales, Scripps Networks provides services that include selling television and internet advertising spots, advertising sales planning and marketing, rate card management services, sales positioning data, research support, related billing and collections and any necessary software and data services.

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The total amount charged for these services is calculated by applying a Consumer Price Index escalator to the previous year’s allocated amount. These costs totaling $146,538 thousand in 2015, $144,089 thousand in 2014 and $141,959 thousand in 2013 are recorded within the selling, general and administrative caption in our consolidated statements of income and comprehensive income.

Scripps Networks may also negotiate affiliate agreements with cable and satellite television systems and telecommunication service providers on behalf of more than one, or all, of its networks in the aggregate, including our networks. The value of aggregate rights acquired from these providers are allocated to each network benefited based upon their relative fair values.

The Company has a retransmission consent compensation agreement (the “Retransmission Agreement”) with The E. W. Scripps Company (“EWS”) as a result of the spin-off from EWS in 2008. Members of the Scripps family who are parties to the Scripps Family Amended and Restated Agreement (the “Scripps Family Agreement”) hold a controlling interest in EWS, therefore EWS is a related party of the company. Under the Retransmission Agreement, Food Network made payments to EWS totaling $3,525 thousand in 2015, $8,684 thousand in 2014 and $8,332 thousand in 2013. These amounts are included in selling, general and administrative in the consolidated statements of income and comprehensive income.

Scripps Networks may incur costs that are attributable to one or all of their networks. Scripps Networks incurs the license fee costs on the contracts providing music rights for our programming. These costs are allocated to us using a percentage of revenues factor. While Food Network does not issue stock compensation to its employees, certain employees of Food Network participated in the SNI Amended Long-Term Incentive Plan. The cost of awards to Food Network employees are charged directly to Food Network. Substantially all Food Network employees received health, retirement and other benefits during 2015, 2014, and 2013 that were provided under SNI sponsored plans, including a defined benefit pension plan and a defined contribution plan. Health and life insurance costs are allocated based upon employee coverage elections and historical claims experience. Pension costs are allocated based upon past funding and an actuarial study of the covered employee groups. Benefits are based on the employees’ compensation and years of service. The funding of the plan is based on the requirements of the plan and applicable federal laws. Related to the defined contribution plan, a portion of the employees’ voluntary contributions were matched by SNI. The costs of the defined contribution plan are charged to us based upon those employee contributions.

Additional information related to costs charged to us from Scripps Networks is as follows:
(in thousands)
For the years ended December 31,
 
2015
 
2014
 
2013
Music rights fees
2,381

 
2,262

 
2,250

Stock-based compensation costs
2,559

 
3,176

 
4,178

Health and life insurance
2,378

 
2,046

 
1,920

Defined benefit pension costs
324

 
451

 
745

Defined contribution costs
2,421

 
2,768

 
2,500

Other
6,843

 
6,259

 
5,526


* * * * * *



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