|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from
to
|
Ohio
(State or other jurisdiction of
incorporation or organization)
|
|
31-1223339
(IRS Employer
Identification Number)
|
|
|
|
312 Walnut Street
Cincinnati, Ohio
(Address of principal executive offices)
|
|
45202
(Zip Code)
|
Registrant's telephone number, including area code: (513) 977-3000
|
||
Not applicable
(Former name, former address and former fiscal year, if changed since last report.)
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
|
Emerging growth company
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
|
Item No.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
•
|
we or such subsidiary guarantor received less than reasonably equivalent value or fair consideration for the incurrence of the notes or its guarantee; and
|
•
|
we or such subsidiary guarantor:
|
•
|
was (or was rendered) insolvent by the incurrence of the Senior Notes or the guarantee;
|
•
|
was engaged or about to engage in a business or transaction for which our or its assets constituted unreasonably small capital to carry on our or its business;
|
•
|
intended to incur, or believed that it would incur, obligations beyond our or its ability to pay as those obligations matured; or
|
•
|
was a defendant in an action for money damages, or had a judgment for money damages docketed against it and, in either case, after final judgment, the judgment was unsatisfied.
|
•
|
the sum of our or such subsidiary guarantor’s debts, including contingent and unliquidated debts, were greater than the fair value of all of our or such subsidiary guarantor’s assets;
|
•
|
the present fair saleable value of our or such subsidiary guarantor’s assets was less than the amount that would be required to pay our or such subsidiary guarantor’s probable liability on existing debts, including contingent and unliquidated debts, as they become absolute and mature; or
|
•
|
we or any subsidiary guarantor could not pay debts as they become due.
|
•
|
the liquidity of any trading market for the Senior Notes;
|
•
|
your ability to sell your Senior Notes; or
|
•
|
the price at which you may be able to sell your Senior Notes.
|
•
|
require us to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under our debt, which would reduce funds available for other business purposes, including capital expenditures and acquisitions;
|
•
|
place us at a competitive disadvantage compared to some of our competitors that may have less debt and better access to capital resources;
|
•
|
limit our ability to obtain additional financing required to fund acquisitions, working capital and capital expenditures and for other general corporate purposes; and
|
•
|
make it more difficult for us to satisfy our financial obligations, including those relating to the Senior Notes.
|
•
|
incur additional debt;
|
•
|
declare or pay dividends, redeem stock or make other distributions to stockholders;
|
•
|
make investments or acquisitions;
|
•
|
create liens or use assets as security in other transactions;
|
•
|
issue guarantees;
|
•
|
merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;
|
•
|
engage in transactions with affiliates; and
|
•
|
purchase, sell or transfer certain assets.
|
Period
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total market value of shares purchased
|
|
Maximum value that may yet be purchased under the plans or programs
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
1/1/17 - 1/31/17
(a)
|
|
25,500
|
|
|
$
|
19.25
|
|
|
$
|
490,770
|
|
|
$
|
—
|
|
2/1/17 - 2/28/17
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
$
|
100,000,000
|
|
||
3/1/17 - 3/31/17
|
|
55,591
|
|
|
22.83
|
|
|
1,269,251
|
|
|
$
|
98,730,749
|
|
||
Total
|
|
81,091
|
|
|
$
|
21.70
|
|
|
$
|
1,760,021
|
|
|
|
Description of Matters Submitted
|
|
In Favor
|
|
Authority Withheld
|
||
|
|
|
|
|
||
1. Election of Directors:
|
|
|
|
|
||
Directors elected by holders of Class A Common Shares:
|
|
|
|
|
||
Roger L. Ogden
|
|
51,993,950
|
|
|
1,115,321
|
|
J. Marvin Quin
|
|
50,823,301
|
|
|
2,285,970
|
|
Kim Williams
|
|
52,011,261
|
|
|
1,098,010
|
|
Directors elected by holders of Common Voting Shares:
|
|
|
|
|
||
Charles L. Barmonde
|
|
11,660,923
|
|
|
—
|
|
Richard A. Boehne
|
|
11,660,923
|
|
|
—
|
|
Kelly P. Conlin
|
|
11,660,923
|
|
|
—
|
|
John W. Hayden
|
|
11,660,923
|
|
|
—
|
|
Anne M. La Dow
|
|
11,660,923
|
|
|
—
|
|
R. Michael Scagliotti
|
|
11,660,923
|
|
|
—
|
|
Adam P. Symson
|
|
11,660,923
|
|
|
—
|
|
Peter B. Thompson
|
|
11,660,923
|
|
|
—
|
|
2. Advisory (non-binding) vote by holders of Common Voting Shares on executive compensation of named executive officers
|
|
11,660,923
|
|
|
—
|
|
3. Advisory (non-binding) vote by holders of Common Voting Shares on the frequency of say-on-pay vote
|
|
|
|
|
||
One Year
|
|
11,660,923
|
|
|
—
|
|
Two Years
|
|
—
|
|
|
—
|
|
Three Years
|
|
—
|
|
|
—
|
|
|
THE E.W. SCRIPPS COMPANY
|
|
|
|
|
Dated: May 5, 2017
|
By:
|
/s/ Douglas F. Lyons
|
|
|
Douglas F. Lyons
|
|
|
Vice President, Controller and Treasurer
|
|
|
(Principal Accounting Officer)
|
Item
|
|
Page
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
(in thousands, except share data)
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
132,268
|
|
|
$
|
134,352
|
|
Accounts and notes receivable (less allowances—$1,646 and $1,632)
|
|
190,110
|
|
|
192,531
|
|
||
Miscellaneous
|
|
19,421
|
|
|
19,012
|
|
||
Total current assets
|
|
341,799
|
|
|
345,895
|
|
||
Investments
|
|
14,499
|
|
|
14,221
|
|
||
Property and equipment
|
|
256,070
|
|
|
260,731
|
|
||
Goodwill
|
|
616,780
|
|
|
616,780
|
|
||
Other intangible assets
|
|
462,161
|
|
|
467,896
|
|
||
Deferred income taxes
|
|
9,575
|
|
|
9,075
|
|
||
Miscellaneous
|
|
13,379
|
|
|
13,775
|
|
||
Total Assets
|
|
$
|
1,714,263
|
|
|
$
|
1,728,373
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
30,518
|
|
|
$
|
26,670
|
|
Customer deposits and unearned revenue
|
|
6,292
|
|
|
7,122
|
|
||
Current portion of long-term debt
|
|
2,656
|
|
|
6,571
|
|
||
Accrued liabilities:
|
|
|
|
|
||||
Employee compensation and benefits
|
|
19,346
|
|
|
32,636
|
|
||
Miscellaneous
|
|
19,705
|
|
|
18,986
|
|
||
Other current liabilities
|
|
12,404
|
|
|
12,146
|
|
||
Total current liabilities
|
|
90,921
|
|
|
104,131
|
|
||
Long-term debt (less current portion)
|
|
389,719
|
|
|
386,614
|
|
||
Deferred income taxes
|
|
13,486
|
|
|
17,740
|
|
||
Other liabilities (less current portion)
|
|
272,683
|
|
|
273,953
|
|
||
Equity:
|
|
|
|
|
||||
Preferred stock, $.01 par — authorized: 25,000,000 shares; none outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par:
|
|
|
|
|
||||
Class A — authorized: 240,000,000 shares; issued and outstanding: 70,427,683 and 70,042,300 shares
|
|
704
|
|
|
700
|
|
||
Voting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares
|
|
119
|
|
|
119
|
|
||
Total
|
|
823
|
|
|
819
|
|
||
Additional paid-in capital
|
|
1,135,812
|
|
|
1,132,540
|
|
||
Accumulated deficit
|
|
(96,513
|
)
|
|
(94,077
|
)
|
||
Accumulated other comprehensive loss, net of income taxes
|
|
(92,668
|
)
|
|
(93,347
|
)
|
||
Total equity
|
|
947,454
|
|
|
945,935
|
|
||
Total Liabilities and Equity
|
|
$
|
1,714,263
|
|
|
$
|
1,728,373
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands, except per share data)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Operating Revenues:
|
|
|
|
|
||||
Advertising
|
|
$
|
134,248
|
|
|
$
|
146,319
|
|
Retransmission
|
|
66,211
|
|
|
53,614
|
|
||
Other
|
|
10,542
|
|
|
9,565
|
|
||
Total operating revenues
|
|
211,001
|
|
|
209,498
|
|
||
Costs and Expenses:
|
|
|
|
|
||||
Employee compensation and benefits
|
|
102,615
|
|
|
95,885
|
|
||
Programs and program licenses
|
|
46,371
|
|
|
40,568
|
|
||
Other expenses
|
|
45,715
|
|
|
45,747
|
|
||
Acquisition and related integration costs
|
|
—
|
|
|
578
|
|
||
Total costs and expenses
|
|
194,701
|
|
|
182,778
|
|
||
Depreciation, Amortization, and (Gains) Losses:
|
|
|
|
|
||||
Depreciation
|
|
8,989
|
|
|
8,656
|
|
||
Amortization of intangible assets
|
|
5,735
|
|
|
5,755
|
|
||
Losses (gains), net on disposal of property and equipment
|
|
87
|
|
|
(4
|
)
|
||
Net depreciation, amortization, and (gains) losses
|
|
14,811
|
|
|
14,407
|
|
||
Operating income
|
|
1,489
|
|
|
12,313
|
|
||
Interest expense
|
|
(4,195
|
)
|
|
(4,579
|
)
|
||
Defined benefit pension plan expense
|
|
(3,467
|
)
|
|
(3,450
|
)
|
||
Miscellaneous, net
|
|
(879
|
)
|
|
(191
|
)
|
||
(Loss) income from operations before income taxes
|
|
(7,052
|
)
|
|
4,093
|
|
||
Benefit for income taxes
|
|
(5,113
|
)
|
|
(795
|
)
|
||
Net (loss) income
|
|
$
|
(1,939
|
)
|
|
$
|
4,888
|
|
|
|
|
|
|
||||
Net (loss) income per basic share of common stock
|
|
$
|
(0.02
|
)
|
|
$
|
0.06
|
|
Net (loss) income per diluted share of common stock
|
|
$
|
(0.02
|
)
|
|
$
|
0.06
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(1,939
|
)
|
|
$
|
4,888
|
|
Changes in fair value of derivative, net of tax of $37
|
|
—
|
|
|
59
|
|
||
Changes in defined benefit pension plans, net of tax of $433 and $400
|
|
695
|
|
|
642
|
|
||
Other
|
|
(16
|
)
|
|
(7
|
)
|
||
Total comprehensive (loss) income
|
|
$
|
(1,260
|
)
|
|
$
|
5,582
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(1,939
|
)
|
|
$
|
4,888
|
|
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
14,724
|
|
|
14,411
|
|
||
Deferred income taxes
|
|
(5,177
|
)
|
|
(123
|
)
|
||
Stock and deferred compensation plans
|
|
8,040
|
|
|
5,557
|
|
||
Pension expense, net of contributions
|
|
2,096
|
|
|
3,000
|
|
||
Other changes in certain working capital accounts, net
|
|
(7,952
|
)
|
|
(21,201
|
)
|
||
Miscellaneous, net
|
|
(315
|
)
|
|
(191
|
)
|
||
Net cash provided by operating activities
|
|
9,477
|
|
|
6,341
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Additions to property and equipment
|
|
(4,103
|
)
|
|
(6,321
|
)
|
||
Purchase of investments
|
|
(609
|
)
|
|
(1,553
|
)
|
||
Miscellaneous, net
|
|
128
|
|
|
4
|
|
||
Net cash used in investing activities
|
|
(4,584
|
)
|
|
(7,870
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Payments on long-term debt
|
|
(979
|
)
|
|
(1,000
|
)
|
||
Repurchase of Class A Common shares
|
|
(1,760
|
)
|
|
(10,131
|
)
|
||
Proceeds from exercise of stock options
|
|
1,461
|
|
|
4,641
|
|
||
Tax payments related to shares withheld for RSU vesting
|
|
(3,287
|
)
|
|
(2,579
|
)
|
||
Miscellaneous, net
|
|
(2,412
|
)
|
|
(2,311
|
)
|
||
Net cash used in financing activities
|
|
(6,977
|
)
|
|
(11,380
|
)
|
||
Decrease in cash, cash equivalents and restricted cash
|
|
(2,084
|
)
|
|
(12,909
|
)
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
||||
Beginning of year
|
|
134,352
|
|
|
114,621
|
|
||
End of period
|
|
$
|
132,268
|
|
|
$
|
101,712
|
|
|
|
|
|
|
||||
Supplemental Cash Flow Disclosures
|
|
|
|
|
||||
Interest paid
|
|
$
|
3,507
|
|
|
$
|
4,153
|
|
Income taxes paid
|
|
$
|
66
|
|
|
$
|
493
|
|
(in thousands, except share data)
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Equity
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2015, as originally reported
|
|
$
|
838
|
|
|
$
|
1,163,985
|
|
|
$
|
(174,038
|
)
|
|
$
|
(89,802
|
)
|
|
$
|
900,983
|
|
Adoption of new accounting guidance
|
|
—
|
|
|
(58
|
)
|
|
14,808
|
|
|
—
|
|
|
14,750
|
|
|||||
As of January 1, 2016, as adjusted
|
|
838
|
|
|
1,163,927
|
|
|
(159,230
|
)
|
|
(89,802
|
)
|
|
915,733
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
4,888
|
|
|
—
|
|
|
4,888
|
|
|||||
Changes in defined benefit pension plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
642
|
|
|
642
|
|
|||||
Changes in fair value of derivative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
59
|
|
|||||
Repurchase of 570,000 Class A Common shares
|
|
(6
|
)
|
|
(8,889
|
)
|
|
(1,236
|
)
|
|
—
|
|
|
(10,131
|
)
|
|||||
Compensation plans: 769,547 net shares issued *
|
|
8
|
|
|
7,044
|
|
|
—
|
|
|
—
|
|
|
7,052
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||
As of March 31, 2016
|
|
$
|
840
|
|
|
$
|
1,162,082
|
|
|
$
|
(155,578
|
)
|
|
$
|
(89,108
|
)
|
|
$
|
918,236
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2016
|
|
$
|
819
|
|
|
$
|
1,132,540
|
|
|
$
|
(94,077
|
)
|
|
$
|
(93,347
|
)
|
|
$
|
945,935
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
(1,939
|
)
|
|
—
|
|
|
(1,939
|
)
|
|||||
Changes in defined benefit pension plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
695
|
|
|
695
|
|
|||||
Repurchase of 81,091 Class A Common shares
|
|
(1
|
)
|
|
(1,262
|
)
|
|
(497
|
)
|
|
—
|
|
|
(1,760
|
)
|
|||||
Compensation plans: 466,474 net shares issued *
|
|
5
|
|
|
4,534
|
|
|
—
|
|
|
—
|
|
|
4,539
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||||
As of March 31, 2017
|
|
$
|
823
|
|
|
$
|
1,135,812
|
|
|
$
|
(96,513
|
)
|
|
$
|
(92,668
|
)
|
|
$
|
947,454
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Numerator
(for basic and diluted earnings per share)
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(1,939
|
)
|
|
$
|
4,888
|
|
Less income allocated to RSUs
|
|
—
|
|
|
(53
|
)
|
||
Numerator for basic and diluted earnings per share
|
|
$
|
(1,939
|
)
|
|
$
|
4,835
|
|
Denominator
|
|
|
|
|
||||
Basic weighted-average shares outstanding
|
|
82,079
|
|
|
83,965
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Stock options held by employees and directors
|
|
—
|
|
|
260
|
|
||
Diluted weighted-average shares outstanding
|
|
82,079
|
|
|
84,225
|
|
||
Anti-dilutive securities
(1)
|
|
1,397
|
|
|
—
|
|
(in thousands)
|
|
Television
|
|
Radio
|
|
Digital
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Gross balance as of December 31, 2016
|
|
$
|
681,535
|
|
|
$
|
41,000
|
|
|
$
|
132,159
|
|
|
$
|
854,694
|
|
Accumulated impairment losses
|
|
(215,414
|
)
|
|
—
|
|
|
(22,500
|
)
|
|
(237,914
|
)
|
||||
Net balance as of December 31, 2016
|
|
$
|
466,121
|
|
|
$
|
41,000
|
|
|
$
|
109,659
|
|
|
$
|
616,780
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross balance as of March 31, 2017
|
|
$
|
681,535
|
|
|
$
|
41,000
|
|
|
$
|
132,159
|
|
|
$
|
854,694
|
|
Accumulated impairment losses
|
|
(215,414
|
)
|
|
—
|
|
|
(22,500
|
)
|
|
(237,914
|
)
|
||||
Net balance as of March 31, 2017
|
|
$
|
466,121
|
|
|
$
|
41,000
|
|
|
$
|
109,659
|
|
|
$
|
616,780
|
|
(in thousands)
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||||
|
|
|
|
|
||||
Amortizable intangible assets:
|
|
|
|
|
||||
Carrying amount:
|
|
|
|
|
||||
Television network affiliation relationships
|
|
$
|
248,444
|
|
|
$
|
248,444
|
|
Customer lists and advertiser relationships
|
|
56,100
|
|
|
56,100
|
|
||
Other
|
|
26,923
|
|
|
26,923
|
|
||
Total carrying amount
|
|
331,467
|
|
|
331,467
|
|
||
Accumulated amortization:
|
|
|
|
|
||||
Television network affiliation relationships
|
|
(40,354
|
)
|
|
(37,019
|
)
|
||
Customer lists and advertiser relationships
|
|
(25,600
|
)
|
|
(24,380
|
)
|
||
Other
|
|
(7,167
|
)
|
|
(5,987
|
)
|
||
Total accumulated amortization
|
|
(73,121
|
)
|
|
(67,386
|
)
|
||
Net amortizable intangible assets
|
|
258,346
|
|
|
264,081
|
|
||
Indefinite-lived intangible assets — FCC licenses
|
|
203,815
|
|
|
203,815
|
|
||
Total other intangible assets
|
|
$
|
462,161
|
|
|
$
|
467,896
|
|
(in thousands)
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||||
|
|
|
|
|
||||
Variable rate credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan B
|
|
389,542
|
|
|
390,521
|
|
||
Debt issuance costs on term loan B
|
|
(2,479
|
)
|
|
(2,648
|
)
|
||
Net term loan B
|
|
387,063
|
|
|
387,873
|
|
||
Unsecured subordinated notes payable
|
|
5,312
|
|
|
5,312
|
|
||
Long-term debt
|
|
392,375
|
|
|
393,185
|
|
||
Current portion of long-term debt
|
|
2,656
|
|
|
6,571
|
|
||
Long-term debt, less current portion
|
|
$
|
389,719
|
|
|
$
|
386,614
|
|
Fair value of long-term debt *
|
|
$
|
398,650
|
|
|
$
|
395,514
|
|
(in thousands)
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||||
|
|
|
|
|
||||
Employee compensation and benefits
|
|
$
|
19,524
|
|
|
$
|
18,356
|
|
Liability for pension benefits
|
|
234,330
|
|
|
232,788
|
|
||
Liabilities for uncertain tax positions
|
|
2,479
|
|
|
2,416
|
|
||
Other
|
|
16,350
|
|
|
20,393
|
|
||
Other liabilities (less current portion)
|
|
$
|
272,683
|
|
|
$
|
273,953
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Accounts and notes receivable
|
|
$
|
2,421
|
|
|
$
|
(892
|
)
|
Accounts payable
|
|
3,535
|
|
|
(970
|
)
|
||
Accrued employee compensation and benefits
|
|
(13,290
|
)
|
|
(14,932
|
)
|
||
Other accrued liabilities
|
|
718
|
|
|
(2,424
|
)
|
||
Other, net
|
|
(1,336
|
)
|
|
(1,983
|
)
|
||
Total
|
|
$
|
(7,952
|
)
|
|
$
|
(21,201
|
)
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Interest cost
|
|
$
|
6,486
|
|
|
$
|
6,770
|
|
Expected return on plan assets, net of expenses
|
|
(4,360
|
)
|
|
(4,597
|
)
|
||
Amortization of actuarial loss
|
|
1,084
|
|
|
998
|
|
||
Total for defined benefit plans
|
|
3,210
|
|
|
3,171
|
|
||
Multi-employer plans
|
|
74
|
|
|
43
|
|
||
SERPs
|
|
257
|
|
|
279
|
|
||
Defined contribution plan
|
|
2,904
|
|
|
2,188
|
|
||
Net periodic benefit cost
|
|
$
|
6,445
|
|
|
$
|
5,681
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Segment operating revenues:
|
|
|
|
|
||||
Television
|
|
$
|
179,798
|
|
|
$
|
179,904
|
|
Radio
|
|
13,996
|
|
|
14,603
|
|
||
Digital
|
|
15,357
|
|
|
12,326
|
|
||
Syndication and other
|
|
1,850
|
|
|
2,665
|
|
||
Total operating revenues
|
|
$
|
211,001
|
|
|
$
|
209,498
|
|
Segment profit (loss):
|
|
|
|
|
||||
Television
|
|
$
|
34,715
|
|
|
$
|
41,687
|
|
Radio
|
|
1,608
|
|
|
2,143
|
|
||
Digital
|
|
(6,177
|
)
|
|
(3,133
|
)
|
||
Syndication and other
|
|
318
|
|
|
893
|
|
||
Shared services and corporate
|
|
(14,164
|
)
|
|
(14,292
|
)
|
||
Acquisition and related integration costs
|
|
—
|
|
|
(578
|
)
|
||
Depreciation and amortization of intangibles
|
|
(14,724
|
)
|
|
(14,411
|
)
|
||
(Losses) gains, net on disposal of property and equipment
|
|
(87
|
)
|
|
4
|
|
||
Interest expense
|
|
(4,195
|
)
|
|
(4,579
|
)
|
||
Defined benefit pension plan expense
|
|
(3,467
|
)
|
|
(3,450
|
)
|
||
Miscellaneous, net
|
|
(879
|
)
|
|
(191
|
)
|
||
(Loss) income from operations before income taxes
|
|
$
|
(7,052
|
)
|
|
$
|
4,093
|
|
Depreciation:
|
|
|
|
|
||||
Television
|
|
$
|
7,826
|
|
|
$
|
7,465
|
|
Radio
|
|
598
|
|
|
537
|
|
||
Digital
|
|
16
|
|
|
54
|
|
||
Syndication and other
|
|
67
|
|
|
64
|
|
||
Shared services and corporate
|
|
482
|
|
|
536
|
|
||
Total depreciation
|
|
$
|
8,989
|
|
|
$
|
8,656
|
|
Amortization of intangibles:
|
|
|
|
|
||||
Television
|
|
$
|
3,873
|
|
|
$
|
4,239
|
|
Radio
|
|
265
|
|
|
265
|
|
||
Digital
|
|
1,259
|
|
|
913
|
|
||
Shared services and corporate
|
|
338
|
|
|
338
|
|
||
Total amortization of intangibles
|
|
$
|
5,735
|
|
|
$
|
5,755
|
|
Additions to property and equipment:
|
|
|
|
|
||||
Television
|
|
$
|
3,947
|
|
|
$
|
3,111
|
|
Radio
|
|
187
|
|
|
233
|
|
||
Digital
|
|
11
|
|
|
4
|
|
||
Syndication and other
|
|
—
|
|
|
15
|
|
||
Shared services and corporate
|
|
99
|
|
|
58
|
|
||
Total additions to property and equipment
|
|
$
|
4,244
|
|
|
$
|
3,421
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
(in thousands)
|
|
Gains and Losses on Derivatives
|
|
Defined Benefit Pension Items
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance, December 31, 2016
|
|
$
|
—
|
|
|
$
|
(93,676
|
)
|
|
$
|
329
|
|
|
$
|
(93,347
|
)
|
Other comprehensive income before reclassifications
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amounts reclassified from accumulated other
comprehensive loss
|
|
|
|
|
|
|
|
|
||||||||
Actuarial gain (loss), net of tax of $423
(b)
|
|
—
|
|
|
695
|
|
|
(16
|
)
|
|
679
|
|
||||
Net current-period other comprehensive income (loss)
|
|
—
|
|
|
695
|
|
|
(16
|
)
|
|
679
|
|
||||
Ending balance, March 31, 2017
|
|
$
|
—
|
|
|
$
|
(92,981
|
)
|
|
$
|
313
|
|
|
$
|
(92,668
|
)
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
(in thousands)
|
|
Gains and Losses on Derivatives
|
|
Defined Benefit Pension Items
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance, December 31, 2015
|
|
$
|
(242
|
)
|
|
$
|
(89,740
|
)
|
|
$
|
180
|
|
|
$
|
(89,802
|
)
|
Other comprehensive income before reclassifications
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amounts reclassified from accumulated other
comprehensive loss
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap, net of tax of $37
(a)
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||
Actuarial gain (loss), net of tax of $396
(b)
|
|
—
|
|
|
642
|
|
|
(7
|
)
|
|
635
|
|
||||
Net current-period other comprehensive income (loss)
|
|
59
|
|
|
642
|
|
|
(7
|
)
|
|
694
|
|
||||
Ending balance, March 31, 2016
|
|
$
|
(183
|
)
|
|
$
|
(89,098
|
)
|
|
$
|
173
|
|
|
$
|
(89,108
|
)
|
|
|
Three Months Ended
March 31, |
|||||||||
(in thousands)
|
|
2017
|
|
Change
|
|
2016
|
|||||
|
|
|
|
|
|
|
|||||
Operating revenues
|
|
$
|
211,001
|
|
|
0.7
|
%
|
|
$
|
209,498
|
|
Employee compensation and benefits
|
|
(102,615
|
)
|
|
7.0
|
%
|
|
(95,885
|
)
|
||
Programs and program licenses
|
|
(46,371
|
)
|
|
14.3
|
%
|
|
(40,568
|
)
|
||
Other expenses
|
|
(45,715
|
)
|
|
(0.1
|
)%
|
|
(45,747
|
)
|
||
Acquisition and related integration costs
|
|
—
|
|
|
|
|
(578
|
)
|
|||
Depreciation and amortization of intangibles
|
|
(14,724
|
)
|
|
|
|
(14,411
|
)
|
|||
(Losses) gains, net on disposal of property and equipment
|
|
(87
|
)
|
|
|
|
4
|
|
|||
Operating income
|
|
1,489
|
|
|
|
|
12,313
|
|
|||
Interest expense
|
|
(4,195
|
)
|
|
|
|
(4,579
|
)
|
|||
Defined benefit pension plan expense
|
|
(3,467
|
)
|
|
|
|
(3,450
|
)
|
|||
Miscellaneous, net
|
|
(879
|
)
|
|
|
|
(191
|
)
|
|||
(Loss) income from operations before income taxes
|
|
(7,052
|
)
|
|
|
|
4,093
|
|
|||
Benefit for income taxes
|
|
5,113
|
|
|
|
|
795
|
|
|||
Net (loss) income
|
|
$
|
(1,939
|
)
|
|
|
|
$
|
4,888
|
|
|
|
Three Months Ended
March 31, |
|||||||||
(in thousands)
|
|
2017
|
|
Change
|
|
2016
|
|||||
|
|
|
|
|
|
|
|||||
Facilities rent and maintenance
|
|
$
|
9,578
|
|
|
2.7
|
%
|
|
$
|
9,322
|
|
Ratings and consumer research services
|
|
5,685
|
|
|
2.9
|
%
|
|
5,524
|
|
||
Purchased news and content
|
|
2,982
|
|
|
34.1
|
%
|
|
2,223
|
|
||
Marketing and promotion
|
|
3,693
|
|
|
26.3
|
%
|
|
2,925
|
|
||
Miscellaneous costs
|
|
23,777
|
|
|
(7.7
|
)%
|
|
25,753
|
|
||
Total other expenses
|
|
$
|
45,715
|
|
|
(0.1
|
)%
|
|
$
|
45,747
|
|
|
|
Three Months Ended
March 31, |
|||||||||
(in thousands)
|
|
2017
|
|
Change
|
|
2016
|
|||||
|
|
|
|
|
|
|
|||||
Segment operating revenues:
|
|
|
|
|
|
|
|||||
Television
|
|
$
|
179,798
|
|
|
(0.1
|
)%
|
|
$
|
179,904
|
|
Radio
|
|
13,996
|
|
|
(4.2
|
)%
|
|
14,603
|
|
||
Digital
|
|
15,357
|
|
|
24.6
|
%
|
|
12,326
|
|
||
Syndication and other
|
|
1,850
|
|
|
(30.6
|
)%
|
|
2,665
|
|
||
Total operating revenues
|
|
$
|
211,001
|
|
|
0.7
|
%
|
|
$
|
209,498
|
|
Segment profit (loss):
|
|
|
|
|
|
|
|||||
Television
|
|
$
|
34,715
|
|
|
(16.7
|
)%
|
|
$
|
41,687
|
|
Radio
|
|
1,608
|
|
|
(25.0
|
)%
|
|
2,143
|
|
||
Digital
|
|
(6,177
|
)
|
|
97.2
|
%
|
|
(3,133
|
)
|
||
Syndication and other
|
|
318
|
|
|
(64.4
|
)%
|
|
893
|
|
||
Shared services and corporate
|
|
(14,164
|
)
|
|
(0.9
|
)%
|
|
(14,292
|
)
|
||
Acquisition and related integration costs
|
|
—
|
|
|
|
|
(578
|
)
|
|||
Depreciation and amortization of intangibles
|
|
(14,724
|
)
|
|
|
|
(14,411
|
)
|
|||
(Losses) gains, net on disposal of property and equipment
|
|
(87
|
)
|
|
|
|
4
|
|
|||
Interest expense
|
|
(4,195
|
)
|
|
|
|
(4,579
|
)
|
|||
Defined benefit pension plan expense
|
|
(3,467
|
)
|
|
|
|
(3,450
|
)
|
|||
Miscellaneous, net
|
|
(879
|
)
|
|
|
|
(191
|
)
|
|||
(Loss) income from operations before income taxes
|
|
$
|
(7,052
|
)
|
|
|
|
$
|
4,093
|
|
|
|
Three Months Ended
March 31, |
|||||||||
(in thousands)
|
|
2017
|
|
Change
|
|
2016
|
|||||
|
|
|
|
|
|
|
|||||
Segment operating revenues:
|
|
|
|
|
|
|
|||||
Local
|
|
$
|
77,571
|
|
|
(3.3
|
)%
|
|
$
|
80,257
|
|
National
|
|
31,016
|
|
|
(7.3
|
)%
|
|
33,445
|
|
||
Political
|
|
1,041
|
|
|
|
|
|
9,260
|
|
||
Retransmission
|
|
66,211
|
|
|
23.5
|
%
|
|
53,614
|
|
||
Other
|
|
3,959
|
|
|
19.0
|
%
|
|
3,328
|
|
||
Total operating revenues
|
|
179,798
|
|
|
(0.1
|
)%
|
|
179,904
|
|
||
Segment costs and expenses:
|
|
|
|
|
|
|
|||||
Employee compensation and benefits
|
|
66,887
|
|
|
1.7
|
%
|
|
65,767
|
|
||
Programs and program licenses
|
|
45,148
|
|
|
14.4
|
%
|
|
39,479
|
|
||
Other expenses
|
|
33,048
|
|
|
0.2
|
%
|
|
32,971
|
|
||
Total costs and expenses
|
|
145,083
|
|
|
5.0
|
%
|
|
138,217
|
|
||
Segment profit
|
|
$
|
34,715
|
|
|
(16.7
|
)%
|
|
$
|
41,687
|
|
|
|
Three Months Ended
March 31, |
|||||||||
(in thousands)
|
|
2017
|
|
Change
|
|
2016
|
|||||
|
|
|
|
|
|
|
|||||
Segment operating revenues:
|
|
|
|
|
|
|
|||||
Advertising
|
|
$
|
13,460
|
|
|
(4.7
|
)%
|
|
$
|
14,122
|
|
Other
|
|
536
|
|
|
11.4
|
%
|
|
481
|
|
||
Total operating revenues
|
|
13,996
|
|
|
(4.2
|
)%
|
|
14,603
|
|
||
Segment costs and expenses:
|
|
|
|
|
|
|
|||||
Employee compensation and benefits
|
|
7,378
|
|
|
1.2
|
%
|
|
7,291
|
|
||
Programs
|
|
1,223
|
|
|
12.3
|
%
|
|
1,089
|
|
||
Other expenses
|
|
3,787
|
|
|
(7.2
|
)%
|
|
4,080
|
|
||
Total costs and expenses
|
|
12,388
|
|
|
(0.6
|
)%
|
|
12,460
|
|
||
Segment profit
|
|
$
|
1,608
|
|
|
(25.0
|
)%
|
|
$
|
2,143
|
|
|
|
Three Months Ended
March 31, |
|||||||||
(in thousands)
|
|
2017
|
|
Change
|
|
2016
|
|||||
|
|
|
|
|
|
|
|||||
Total operating revenues
|
|
$
|
15,357
|
|
|
24.6
|
%
|
|
$
|
12,326
|
|
Segment costs and expenses:
|
|
|
|
|
|
|
|||||
Employee compensation and benefits
|
|
13,312
|
|
|
34.8
|
%
|
|
9,877
|
|
||
Other expenses
|
|
8,222
|
|
|
47.3
|
%
|
|
5,582
|
|
||
Total costs and expenses
|
|
21,534
|
|
|
39.3
|
%
|
|
15,459
|
|
||
Segment loss
|
|
$
|
(6,177
|
)
|
|
97.2
|
%
|
|
$
|
(3,133
|
)
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(1,939
|
)
|
|
$
|
4,888
|
|
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
14,724
|
|
|
14,411
|
|
||
Deferred income taxes
|
|
(5,177
|
)
|
|
(123
|
)
|
||
Stock and deferred compensation plans
|
|
8,040
|
|
|
5,557
|
|
||
Pension expense, net of contributions
|
|
2,096
|
|
|
3,000
|
|
||
Other changes in certain working capital accounts, net
|
|
(7,952
|
)
|
|
(21,201
|
)
|
||
Miscellaneous, net
|
|
(315
|
)
|
|
(191
|
)
|
||
Net cash provided by operating activities
|
|
$
|
9,477
|
|
|
$
|
6,341
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Additions to property and equipment
|
|
$
|
(4,103
|
)
|
|
$
|
(6,321
|
)
|
Purchase of investments
|
|
(609
|
)
|
|
(1,553
|
)
|
||
Miscellaneous, net
|
|
128
|
|
|
4
|
|
||
Net cash used in investing activities
|
|
$
|
(4,584
|
)
|
|
$
|
(7,870
|
)
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Payments on long-term debt
|
|
$
|
(979
|
)
|
|
$
|
(1,000
|
)
|
Repurchase of Class A Common shares
|
|
(1,760
|
)
|
|
(10,131
|
)
|
||
Proceeds from exercise of stock options
|
|
1,461
|
|
|
4,641
|
|
||
Tax payments related to shares withheld for RSU vesting
|
|
(3,287
|
)
|
|
(2,579
|
)
|
||
Miscellaneous, net
|
|
(2,412
|
)
|
|
(2,311
|
)
|
||
Net cash used in financing activities
|
|
$
|
(6,977
|
)
|
|
$
|
(11,380
|
)
|
1.
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
2.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and
|
3.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
10.01
|
|
Amendment No. 1 to Amended and Restated Scripps Family Agreement
|
31.A
|
|
Section 302 Certifications
|
31.B
|
|
Section 302 Certifications
|
32.A
|
|
Section 906 Certifications
|
32.B
|
|
Section 906 Certifications
|
101.INS
|
|
XBRL Instance Document (furnished herewith)
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (furnished herewith)
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)
|
Name:
|
Cynthia J. Scripps
|
Name:
|
Edward W. Scripps, Jr.
|
Name:
|
Marilyn J. Scripps
|
Name:
|
Eva Scripps Attal
|
Name:
|
Samuel Joseph Logan
|
Name:
|
Mary Peirce
|
Name:
|
Megan Scripps Tagliaferri
|
Name:
|
Charles E. Scripps, Jr.
|
Name:
|
Charles Kyne McCabe
|
Name:
|
R. Michael Scagliotti
|
Name:
|
Julia Scripps Heidt
|
Name:
|
Eli W. Scripps
|
Name:
|
Cody Dubuc
|
Name:
|
Monica Holcomb
|
Name:
|
J. Sebastian Scripps
|
Name:
|
Gerald J. Scripps
|
Name:
|
Raymundo H. Granado, Jr.
|
Name:
|
William A. Scripps
|
Name:
|
Wesley Scripps
|
Name:
|
Keon Korey Vasquez
|
Name:
|
Elizabeth A. Logan
|
Name:
|
Eaton M. Scripps
|
Name:
|
Mary Ann S. Sanchez
|
Name:
|
Jimmy R. Scripps
|
Name:
|
Jenny Sue Scripps Mitchell
|
Name:
|
Peter M. Scripps, individually, and as trustee of the Peter M. Scripps Trust under Agreement dated 11/13/2002
|
Name:
|
Anne La Dow, individually and as trustee of the Anne M. La Dow Trust under Agreement dated 10/27/2011
|
Name:
|
Paul K. Scripps, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and John P. Scripps Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans, and as trustee of the John P. Scripps Trust FBO Ellen McRae Scripps under Agreement dated 12/28/84 and Paul K. Scripps Family Revocable Trust
|
Name:
|
Peter R. La Dow, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and John P. Scripps Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans, and as trustee of The Marital Trust of the La Dow Family Trust and The La Dow Family Trust under Agreement dated 6/29/2004
|
Name:
|
Barbara Victoria Scripps Evans, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps Trust Exempt Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans under Agreement dated 12/28/84, and as trustee of the John P. Scripps Trust FBO Douglas A. Evans under Agreement dated 12/28/84, Douglas A. Evans 1983 Trust, Victoria S. Evans Trust under Agreement dated 5/19/2004 and Thomas S. Evans Irrevocable Trust under Agreement dated 11/13/2012
|
Name:
|
Jessica L. Scripps
|
Name:
|
Rebecca S. Brickner, co-administrator
|
Name:
|
Virginia S. Vasquez, co-administrator
|
Name:
|
Rebecca S. Brickner
|
Name:
|
Crystal Vasquez Lozano
|
Name:
|
Molly E. McCabe
|
Name:
|
Ellen M. Scripps Kaheny, individually and as trustee of the Ellen M. Scripps Kaheny Revocable Trust dtd April 17, 2014
|
Name:
|
Corina S. Granado
|
Name:
|
Adam R. Scripps
|
1.
|
I have reviewed this report on Form 10-Q of The E. W. Scripps Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this report on Form 10-Q of The E. W. Scripps Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
The Quarterly Report on Form 10-Q of the Company for the period ended
March 31, 2017
(the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Quarterly Report on Form 10-Q of the Company for the period ended
March 31, 2017
(the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|