Pending Broadcast Acquisition and Newspaper Spin-off (Notes)

12 Months Ended

Dec. 31, 2014

Business Acquisition [Line Items]

Pending Broadcast Merger and Newspaper Spin-off

Acquisitions

On June 16, 2014, we closed our acquisition of two television stations owned by Granite Broadcasting Corporation — the Detroit MyNetworkTV affiliate WMYD-TV and the Buffalo, N.Y. ABC affiliate WKBW-TV ("Acquired Granite Stations") — for $110 million in cash. The acquisition of WMYD-TV creates a duopoly with our Detroit ABC affiliate WXYZ-TV.

We finalized the determination of fair values of the assets acquired and the liabilities assumed in the fourth quarter of 2014. There were no material changes in the fair values of the assets acquired and the liabilities assumed from the preliminary amounts. The following table summarizes the final fair values.

(in thousands)
Assets:
Property, plant and equipment	$	12,025
Intangible assets	53,500
Goodwill	44,715
Total assets acquired	110,240
Current liabilities	240
Net purchase price	$	110,000

Of the $54 million allocated to intangible assets, $34 million was for FCC licenses which we have determined to have an indefinite life and therefore will not be amortized. The remaining balance of $19 million was allocated to television network affiliation relationships and advertiser relationships with estimated amortization periods of 10 to 20 years.

The goodwill of $45 million arising from the transaction consists largely of synergies and economies of scale and other benefits of a larger broadcast footprint, as well as synergies from being able to create a duopoly in our Detroit market. We have allocated the goodwill to our television segment. We will treat this purchase as an asset acquisition for income tax purposes resulting in a step-up in the assets acquired. The goodwill is deductible for income tax purposes.

Pro forma results of operations, assuming the transaction had taken place at the beginning of 2013, are included in the following table. The pro forma information includes the historical results of operations of Scripps and the Acquired Granite Stations and adjustments for additional depreciation and amortization of the assets acquired. The pro forma information does not include efficiencies, cost reductions or synergies expected to result from the acquisition. 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 year ended   December 31,
(in thousands, except per share data) (unaudited)	2014		2013
Operating revenues	$	883,307	$	847,890
Income from operations attributable to the shareholders of The E.W. Scripps Company	12,062		4,441
Income per share from operations attributable to the shareholders of The E.W. Scripps Company:
Basic	$	0.21	$	0.08
Diluted	0.21		0.07

On January 1, 2014 we completed our acquisition of Media Convergence Group, Inc., which operates as Newsy, a digital video news provider, for $35 million in cash, plus a working capital adjustment of $0.2 million.

We finalized the determination of fair values of the assets acquired and the liabilities assumed in the fourth quarter of 2014. There were no material changes in the fair values of the assets acquired and the liabilities assumed from the preliminary amounts. The following table summarizes the final fair values.

(in thousands)
Assets:
Accounts receivable	$	640
Other assets	74
Equipment and software	631
Intangible assets	5,900
Goodwill	28,983
Total assets acquired	36,228
Current liabilities	116
Long-term deferred tax liability	890
Net purchase price	$	35,222

Of the $6 million allocated to intangible assets, $4 million was allocated to customer relationships with an estimated amortization period of 5 years and the balance of $2 million was allocated to various other intangible assets.

The goodwill of $29 million arising from the transaction consists largely of the benefit we will derive from being able to enter the digital video market with an established business. We have allocated the goodwill to our syndication and other segment. We will treat the transaction as a purchase of stock for income tax purposes resulting in no step-up in the basis of the assets acquired. The goodwill will not be deductible for income tax purposes. We are not presenting any pro forma results of operations since the impact of the acquisition is not material to prior year results of operations.

On September 16, 2014, we completed our acquisition of Geoterrestrial, Inc. ("WeatherSphere") for $4 million. WeatherSphere is a provider of weather-related mobile apps. The stock purchase agreement includes an earnout provision, whereby up to an additional $2.5 million may be payable over a three year period. We have estimated the fair value of the earnout to be $1.2 million. We are not presenting any pro forma results of operations since the impact of the acquisition is not material to prior periods results of operations.

Broadcast Operations and Newspaper Business

Business Acquisition [Line Items]

Pending Broadcast Merger and Newspaper Spin-off

Pending Broadcast Acquisition and Newspaper Spin-off

On July 30, 2014, Scripps and Journal Communications, Inc. ("Journal") agreed to spin-off their newspaper businesses into a separate publicly traded company and for Scripps to acquire Journal's broadcast business (the “Journal Transactions”). The closing date of the Journal Transactions is currently scheduled for April 1, 2015.

The merged broadcast and digital media company, to be based in Cincinnati, will retain The E. W. Scripps Company name and continue to be controlled by the Scripps family. The company’s television operations will reach approximately 18% of all U.S. households and will have approximately 4,000 employees across its television, radio and digital media operations.

The newspaper company will be named Journal Media Group, combining the 13 Scripps newspapers with Journal's Milwaukee Journal Sentinel. The company will have approximately 3,600 employees and will be headquartered in Milwaukee.

The Board of Directors of both companies have approved the Journal Transactions, which are subject to customary regulatory and shareholder approvals. Scripps and Journal shareholders voted to approve the Journal Transactions on March 11, 2015. As part of the Journal Transactions, Scripps shareholders will receive a $60 million special cash dividend. Under the terms of the Master Transaction Agreement with Journal Communications, Inc., we are precluded from repurchasing shares prior to the closing of the Journal Transactions.

In order to carry out the Journal Transactions, we will incur $25 to $30 million in costs, of which we have incurred approximately $10 million to date. With the Journal Transactions, we will also assume Journal's outstanding liabilities, including any employee benefit obligations ($95 million as of December 31, 2014). Journal also has outstanding debt of $131 million as of December 31, 2014, of which we will refinance $120 million and assume the remainder. We expect to increase our term loan B by $200 million to refinance Journal's debt and pay costs, taxes and the dividend associated with the Journal Transactions. We expect to have a $398 million term loan B after closing the Journal Transactions.

In the case that Scripps breaches its obligation to consummate the Journal Transactions, the Master Transaction Agreement may require Scripps to pay liquidated damages of $15.8 million plus expenses, subject to an overall limit of $23.5 million.