[ X ]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 2016
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Delaware
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38-3919441
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. employer
identification no.)
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435 North Michigan Avenue
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Chicago Illinois
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60611
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer ____
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Accelerated filer
X
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Non-accelerated filer ____
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Smaller reporting company ____
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Class
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Outstanding at May 2, 2016
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Common Stock, $0.01 par value
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31,673,087
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TRIBUNE PUBLISHING COMPANY
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FORM 10-Q
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TABLE OF CONTENTS
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Page
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PART I
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Item 1.
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Financial Statements
(unaudited)
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Three months ended
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||||||
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March 27,
2016 |
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March 29,
2015 |
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Net income (loss)
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$
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(6,463
|
)
|
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$
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2,515
|
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Other comprehensive loss, net of taxes:
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||||
Unrecognized benefit plan gains (losses):
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Amortization of actuarial gains to periodic pension cost during the period, net of tax benefit of $89 and $288, respectively
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(137
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)
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(440
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)
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||
Foreign currency translation
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—
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(22
|
)
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Other comprehensive loss, net of taxes
|
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(137
|
)
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(462
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)
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Comprehensive income (loss)
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$
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(6,600
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)
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$
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2,053
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March 27,
2016 |
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December 27, 2015
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Assets
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Current assets
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Cash
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$
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95,794
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$
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40,832
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Accounts receivable (net of allowances of $17,945 and $17,590)
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198,049
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240,813
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Inventories
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15,277
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|
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13,688
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|
||
Prepaid expenses and other
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21,588
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16,824
|
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||
Total current assets
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330,708
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312,157
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Property, plant and equipment
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Machinery, equipment and furniture
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243,263
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240,393
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Buildings and leasehold improvements
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7,452
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7,377
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250,715
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247,770
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Accumulated depreciation
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(117,878
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)
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(108,393
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)
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132,837
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139,377
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Advance payments on property, plant and equipment
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4,001
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5,162
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Property, plant and equipment, net
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136,838
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144,539
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Other assets
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Goodwill
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123,992
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123,992
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Intangible assets, net
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132,526
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133,862
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Investments
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2,348
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3,677
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Deferred income taxes
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73,283
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81,540
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Restricted cash
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17,005
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17,003
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Other long-term assets
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16,457
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16,196
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Total other assets
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365,611
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376,270
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Total assets
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$
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833,157
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$
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832,966
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March 27,
2016 |
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December 27, 2015
|
||||
Liabilities and stockholders’ equity
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Current liabilities
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Current portion of long-term debt
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$
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21,949
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$
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21,826
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Accounts payable
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66,000
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80,881
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Employee compensation and benefits
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97,714
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97,717
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Deferred revenue
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82,942
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81,682
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Other current liabilities
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21,199
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31,324
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Total current liabilities
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289,804
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313,430
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Non-current liabilities
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Long-term debt
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363,366
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367,847
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Deferred revenue
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6,501
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6,960
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Pension and postretirement benefits payable
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101,736
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109,159
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Other obligations
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49,571
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49,968
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Total non-current liabilities
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521,174
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533,934
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Stockholders’ equity (deficit)
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Preferred stock, $.01 par value. Authorized 30,000 shares; no shares issued or outstanding at March 27, 2016 and December 27, 2015
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—
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—
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Common stock, $.01 par value. Authorized 300,000 shares, 31,782 shares issued and 31,661 shares outstanding at March 27, 2016; 26,357 shares issued and 26,236 shares outstanding at December 27, 2015
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318
|
|
|
264
|
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Additional paid-in capital
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62,304
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19,251
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Accumulated deficit
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(35,032
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)
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(28,639
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)
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Accumulated other comprehensive loss
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(4,043
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)
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(3,906
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)
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Treasury stock, at cost - 121 shares at March 27, 2016 and December 27, 2015
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(1,368
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)
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(1,368
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)
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Total stockholders’ equity (deficit)
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22,179
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(14,398
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)
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Total liabilities and stockholders’ equity
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$
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833,157
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$
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832,966
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Common Stock
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Additional Paid in
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Accumulated
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Accumulated Other Comprehensive
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Treasury
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Total Equity
|
|||||||||||||||
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Shares
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Amount
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Capital
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Deficit
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Loss
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Stock
|
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(Deficit)
|
|||||||||||||
Balance at December 27, 2015
|
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26,356,947
|
|
|
$
|
264
|
|
|
$
|
19,251
|
|
|
$
|
(28,639
|
)
|
|
$
|
(3,906
|
)
|
|
(1,368
|
)
|
|
$
|
(14,398
|
)
|
|
Comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,463
|
)
|
|
(137
|
)
|
|
—
|
|
|
(6,600
|
)
|
||||||
Dividends declared to common stockholders
|
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—
|
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—
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—
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70
|
|
|
—
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|
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—
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|
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70
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|
||||||
Issuance of stock from restricted stock unit conversions
|
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204,958
|
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|
2
|
|
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(2
|
)
|
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—
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—
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—
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—
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|
||||||
Issuance of common stock
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5,220,000
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52
|
|
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42,826
|
|
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—
|
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—
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—
|
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42,878
|
|
||||||
Excess tax expense from long-term incentive plan
|
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—
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|
|
—
|
|
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(653
|
)
|
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—
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|
|
—
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|
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—
|
|
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(653
|
)
|
||||||
Share-based compensation
|
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—
|
|
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—
|
|
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1,619
|
|
|
—
|
|
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—
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—
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|
1,619
|
|
||||||
Withholding for taxes on restricted stock unit conversions
|
|
—
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|
|
—
|
|
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(737
|
)
|
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—
|
|
|
—
|
|
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—
|
|
|
(737
|
)
|
||||||
Balance at March 27, 2016
|
|
31,781,905
|
|
|
$
|
318
|
|
|
$
|
62,304
|
|
|
$
|
(35,032
|
)
|
|
$
|
(4,043
|
)
|
|
$
|
(1,368
|
)
|
|
$
|
22,179
|
|
|
||||||||
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Three Months Ended
|
||||||
|
|
March 27,
2016 |
|
March 29,
2015 |
||||
Operating Activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(6,463
|
)
|
|
$
|
2,515
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
11,488
|
|
|
10,825
|
|
||
Amortization of intangible assets
|
|
2,636
|
|
|
1,884
|
|
||
Amortization of contract intangible liabilities
|
|
(38
|
)
|
|
(27
|
)
|
||
Allowance for bad debt
|
|
2,963
|
|
|
2,159
|
|
||
Stock compensation expense
|
|
1,619
|
|
|
1,530
|
|
||
Withholding for taxes on RSU vesting
|
|
(737
|
)
|
|
(1,861
|
)
|
||
Gain on postretirement plan amendment
|
|
—
|
|
|
(7,799
|
)
|
||
Other non-cash
|
|
(605
|
)
|
|
574
|
|
||
Changes in working capital items, excluding acquisitions:
|
|
|
|
|
||||
Accounts receivable, net
|
|
39,802
|
|
|
31,824
|
|
||
Prepaid expenses, inventories and other current assets
|
|
(4,609
|
)
|
|
9,884
|
|
||
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities
|
|
(20,569
|
)
|
|
(38,816
|
)
|
||
Pension contribution
|
|
(4,943
|
)
|
|
—
|
|
||
Non-current deferred revenue
|
|
(459
|
)
|
|
(451
|
)
|
||
Deferred income taxes
|
|
8,347
|
|
|
8,947
|
|
||
Postretirement medical, life and other benefits
|
|
(1,081
|
)
|
|
(197
|
)
|
||
Other, net
|
|
286
|
|
|
50
|
|
||
Net cash provided by operating activities
|
|
27,637
|
|
|
21,041
|
|
||
|
|
|
|
|
||||
Investing Activities
|
|
|
|
|
||||
Capital expenditures
|
|
(4,783
|
)
|
|
(13,126
|
)
|
||
Other, net
|
|
6
|
|
|
(542
|
)
|
||
Net cash used for investing activities
|
|
$
|
(4,777
|
)
|
|
$
|
(13,668
|
)
|
|
|
|
|
|
||||
Financing Activities
|
|
|
|
|
||||
Proceeds from issuance of common stock
|
|
$
|
42,878
|
|
|
$
|
—
|
|
Repayment of long-term debt
|
|
(5,272
|
)
|
|
(4,375
|
)
|
||
Dividends paid to common stockholders
|
|
(4,757
|
)
|
|
(136
|
)
|
||
Repayments of capital lease obligations
|
|
(94
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
77
|
|
||
Excess tax benefits (expense) realized from exercise of stock-based awards
|
|
(653
|
)
|
|
604
|
|
||
Net cash provided by (used for) financing activities
|
|
32,102
|
|
|
(3,830
|
)
|
||
|
|
|
|
|
||||
Net increase in cash
|
|
54,962
|
|
|
3,543
|
|
||
Cash, beginning of period
|
|
40,832
|
|
|
36,675
|
|
||
Cash, end of period
|
|
$
|
95,794
|
|
|
$
|
40,218
|
|
|
|
Three Months Ended
|
||||||
|
|
March 27, 2016
|
|
March 29, 2015
|
||||
Reorganization costs, net:
|
|
|
|
|
||||
Other, net
|
|
(94
|
)
|
|
(601
|
)
|
||
Total reorganization costs, net
|
|
$
|
(94
|
)
|
|
$
|
(601
|
)
|
Balance at December 27, 2015
|
|
$
|
43,737
|
|
Provision
|
|
15,341
|
|
|
Payments
|
|
(14,875
|
)
|
|
Balance at March 27, 2016
|
|
$
|
44,203
|
|
|
|
As of
|
||||||
|
|
March 27, 2016
|
|
December 27, 2015
|
||||
Newsprint
|
|
$
|
14,707
|
|
|
$
|
13,301
|
|
Supplies and other
|
|
570
|
|
|
387
|
|
||
Total inventories
|
|
$
|
15,277
|
|
|
$
|
13,688
|
|
|
|
March 27, 2016
|
|
December 27, 2015
|
||||||||||||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||||||||
Intangible assets subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscribers (useful life of 2 to 10 years)
|
|
$
|
17,819
|
|
|
$
|
(4,670
|
)
|
|
$
|
13,149
|
|
|
$
|
17,819
|
|
|
$
|
(4,081
|
)
|
|
$
|
13,738
|
|
Advertiser relationships (useful life of 2 to 13 years)
|
|
43,937
|
|
|
(8,898
|
)
|
|
35,039
|
|
|
43,937
|
|
|
(7,863
|
)
|
|
36,074
|
|
||||||
Affiliate agreements (useful life of 4 years)
|
|
12,361
|
|
|
(10,125
|
)
|
|
2,236
|
|
|
12,361
|
|
|
(9,415
|
)
|
|
2,946
|
|
||||||
Tradenames (useful life of 20 years)
|
|
15,100
|
|
|
(1,251
|
)
|
|
13,849
|
|
|
15,100
|
|
|
(1,063
|
)
|
|
14,037
|
|
||||||
Other (useful life of 1 to 20 years)
|
|
5,540
|
|
|
(1,591
|
)
|
|
3,949
|
|
|
5,540
|
|
|
(1,477
|
)
|
|
4,063
|
|
||||||
Total intangible assets subject to amortization
|
|
$
|
94,757
|
|
|
$
|
(26,535
|
)
|
|
$
|
68,222
|
|
|
$
|
94,757
|
|
|
$
|
(23,899
|
)
|
|
$
|
70,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill and other intangible assets not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
|
|
|
|
123,992
|
|
|
|
|
|
|
123,992
|
|
||||||||||
Newspaper mastheads and other intangible assets not subject to amortization
|
|
|
|
|
|
64,304
|
|
|
|
|
|
|
63,004
|
|
||||||||||
Total goodwill and other intangible assets
|
|
|
|
|
|
$
|
256,518
|
|
|
|
|
|
|
$
|
257,854
|
|
|
|
Goodwill
|
|
Other intangible assets not subject to amortization
|
||||
Balance at December 27, 2015
|
|
$
|
123,992
|
|
|
$
|
63,004
|
|
Purchases
|
|
—
|
|
|
1,300
|
|
||
Balance at March 27, 2016
|
|
$
|
123,992
|
|
|
$
|
64,304
|
|
|
|
% Owned
|
||||
Company
|
|
March 27, 2016
|
|
December 27, 2015
|
||
CIPS Marketing Group, Inc.
|
|
50
|
%
|
|
50
|
%
|
Homefinder.com, LLC
|
|
33
|
%
|
|
33
|
%
|
Contend, LLC
|
|
—
|
%
|
|
20
|
%
|
Jean Knows Cars, LLC
|
|
20
|
%
|
|
20
|
%
|
Matter Ventures Fund II
|
|
15
|
%
|
|
15
|
%
|
|
|
Three Months Ended
|
||
|
|
March 27, 2016
|
||
Interest cost
|
|
$
|
1,875
|
|
Expected return on assets
|
|
(2,450
|
)
|
|
Net periodic benefit credit
|
|
$
|
(575
|
)
|
|
|
Three Months Ended
|
||||||
|
|
March 27, 2016
|
|
March 29, 2015
|
||||
Service cost
|
|
$
|
9
|
|
|
$
|
67
|
|
Interest cost
|
|
70
|
|
|
227
|
|
||
Amortization of prior service credits
|
|
(178
|
)
|
|
(701
|
)
|
||
Amortization of gain
|
|
(48
|
)
|
|
(27
|
)
|
||
|
|
(147
|
)
|
|
(434
|
)
|
||
Curtailment gain
|
|
—
|
|
|
(7,799
|
)
|
||
Net periodic benefit cost (credit) after curtailment gain
|
|
$
|
(147
|
)
|
|
$
|
(8,233
|
)
|
|
|
Three Months Ended
|
||||||
|
|
March 27, 2016
|
|
March 29, 2015
|
||||
Income (Loss) - Numerator:
|
|
|
|
|
||||
Net income (loss) available to Tribune Publishing stockholders plus assumed conversions
|
|
$
|
(6,463
|
)
|
|
$
|
2,515
|
|
|
|
|
|
|
||||
Shares - Denominator:
|
|
|
|
|
||||
Weighted average number of common shares outstanding (basic)
|
|
29,334
|
|
|
25,495
|
|
||
Dilutive effect of employee stock options and RSUs
|
|
—
|
|
|
295
|
|
||
Adjusted weighted average shares outstanding (diluted)
|
|
29,334
|
|
|
25,790
|
|
||
|
|
|
|
|
||||
Net income (loss) per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.22
|
)
|
|
$
|
0.10
|
|
Diluted
|
|
$
|
(0.22
|
)
|
|
$
|
0.10
|
|
|
|
March 27, 2016
|
|
December 27, 2015
|
||||
Accumulated other comprehensive loss, net of tax:
|
|
|
|
|
||||
Pension and other postretirement costs
|
|
$
|
(4,008
|
)
|
|
$
|
(3,871
|
)
|
Foreign currency translation adjustments
|
|
(35
|
)
|
|
(35
|
)
|
||
Accumulated other comprehensive loss
|
|
$
|
(4,043
|
)
|
|
$
|
(3,906
|
)
|
|
|
Three Months Ended
|
|
|
||||||
Accumulated Other Comprehensive Income (Loss) Components
|
|
March 27, 2016
|
|
March 29, 2015
|
|
Affected Line Items in the Consolidated Statements of Income (Loss)
|
||||
Pension and postretirement benefit adjustments:
|
|
|
|
|
|
|
||||
Prior service cost recognized
|
|
$
|
(178
|
)
|
|
$
|
(701
|
)
|
|
Compensation
|
Amortization of actuarial gains
|
|
(48
|
)
|
|
(27
|
)
|
|
Compensation
|
||
Total before taxes
|
|
(226
|
)
|
|
(728
|
)
|
|
|
||
Tax benefit
|
|
89
|
|
|
288
|
|
|
Income tax (expense) benefit
|
||
Total reclassifications for the period
|
|
$
|
(137
|
)
|
|
$
|
(440
|
)
|
|
|
|
|
Three months ended
|
||||||
|
|
March 27,
2016 |
|
March 29,
2015 |
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
5,944
|
|
|
$
|
5,213
|
|
Income taxes, net of refunds
|
|
(308
|
)
|
|
11,960
|
|
||
Non-cash items in investing activities:
|
|
|
|
|
||||
Change in non-cash additions to advance payments in property, plant and equipment
|
|
(946
|
)
|
|
(6,866
|
)
|
||
Additions to property plant and equipment under capital leases
|
|
(382
|
)
|
|
—
|
|
||
Non-cash items in financing activities:
|
|
|
|
|
||||
New capital leases
|
|
382
|
|
|
—
|
|
•
|
On February 3, 2016, the Company completed a $44.4 million private placement of the Company’s common stock to Merrick Media, LLC (“Merrick Media”).
|
•
|
In February 2016, the Company purchased the domain name LA.com for
$1.2 million
.
|
•
|
In March 2016, Homefinder.com LLC (“Homefinder”) sold substantially all of its operating assets and liabilities, excluding cash, to Placester, Inc. (“Placester”) for cash and stock representing 0.75% of outstanding Placester stock.
|
•
|
In March 2016, Contend, LLC (“Contend”) exercised its option to repurchase its Class A units from the Company. The Company received
$1.2 million
for the units and recorded a gain of
$0.4 million
on the transaction.
|
•
|
On April 12, 2016, the Company received an unsolicited proposal from Gannett Co., Inc. (NYSE: GCI) to acquire all outstanding shares of Tribune Publishing common stock for
$12.25
per share in cash. On May 4, 2016, Tribune Publishing’s Board of Directors unanimously determined that the price reflected in Gannett’s proposal is not in the best interests of its shareholders and has communicated accordingly to Gannett.
|
|
Daily Newspapers
|
Weekly Newspapers
|
Niche Publications
|
Cost:
|
Paid
|
Paid and free
|
Paid and free
|
Distribution:
|
Distributed four to seven days per week
|
Distributed one to three days per week
|
Distributed weekly, monthly or on an annual basis
|
Income:
|
Revenue from advertisers, subscribers, rack/box sales
|
Paid:
Revenue from advertising, subscribers, rack/box sales
|
Paid:
Revenue from advertising, rack/box sales
|
|
|
Free:
Advertising revenue only
|
Free:
Advertising revenue only
|
Digital presence:
|
Maintain locally oriented websites, mobile sites and mobile apps, for select locations
|
Major publications maintain locally oriented websites and mobile sites for select locations
|
Selectively available online
|
Media Group
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
Paid or Free
|
Chicago Tribune Media Group
|
|
|
|
|
||||
|
|
Chicago, IL
|
|
Chicago Tribune
www.chicagotribune.com
|
|
Daily
|
|
Paid
|
|
|
Chicago, IL
|
|
Chicago Magazine
www.chicagomag.com
|
|
Monthly
|
|
Paid
|
|
|
Chicago, IL
|
|
Hoy
www.vivelohoy.com
|
|
Daily
|
|
Free
|
|
|
Chicago, IL
|
|
Redeye
www.redeyechicago.com
|
|
Daily
|
|
Free
|
|
|
|
|
|
|
|
|
|
California News Group
|
|
|
|
|
||||
|
|
Los Angeles, CA
|
|
Los Angeles Times
www.latimes.com
|
|
Daily
|
|
Paid
|
|
|
Los Angeles, CA
|
|
Hoy Los Angeles
www.hoylosangeles.com
|
|
Weekly
|
|
Free
|
|
|
San Diego, CA
|
|
The San Diego Union-Tribune
www.sandiegouniontribune.com
|
|
Daily
|
|
Paid
|
Sun Sentinel Media Group
|
|
|
|
|
||||
|
|
Broward County, FL, Palm Beach County, FL
|
|
Sun Sentinel
www.SunSentinel.com
|
|
Daily
|
|
Paid
|
|
|
Broward County, FL, Palm Beach County, FL
|
|
el Sentinel
www.ElSentinel.com
|
|
Weekly
|
|
Free
|
Orlando Sentinel Media Group
|
|
|
|
|
||||
|
|
Orlando, FL
|
|
Orlando Sentinel
www.OrlandoSentinel.com
|
|
Daily
|
|
Paid
|
|
|
Orlando, FL
|
|
el Sentinel
www.ElSentinel.com
|
|
Weekly
|
|
Free
|
The Baltimore Sun Media Group
|
|
|
|
|
||||
|
|
Baltimore, MD
|
|
The Baltimore Sun
www.baltimoresun.com
|
|
Daily
|
|
Paid
|
|
|
Annapolis, MD
|
|
The Capital
www.capitalgazette.com
|
|
Daily
|
|
Paid
|
|
|
Westminster, MD
|
|
Carroll County Times
www.carrollcountytimes.com
|
|
Daily
|
|
Paid
|
Media Group
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
Paid or Free
|
Hartford Courant Media Group
|
|
|
|
|
||||
|
|
Hartford County, CT, Middlesex County, CT, Tolland County, CT
|
|
The Hartford Courant
www.courant.com
|
|
Daily
|
|
Paid
|
Daily Press Media Group
|
|
|
|
|
||||
|
|
Newport News, VA (Peninsula)
|
|
Daily Press
www.dailypress.com
|
|
Daily
|
|
Paid
|
The Morning Call Media Group
|
|
|
|
|
||||
|
|
Lehigh Valley, PA
|
|
The Morning Call
www.themorningcall.com
|
|
Daily
|
|
Paid
|
|
|
Three Months Ended
|
||||||
|
|
March 27, 2016
|
|
March 29, 2015
|
||||
Reorganization costs, net:
|
|
|
|
|
||||
Other, net
|
|
$
|
(94
|
)
|
|
$
|
(601
|
)
|
Total reorganization costs, net
|
|
$
|
(94
|
)
|
|
$
|
(601
|
)
|
|
|
Three Months Ended
|
|||||||||
|
|
March 27,
2016 |
|
March 29,
2015 |
|
% Change
|
|||||
Operating revenues
|
|
$
|
398,219
|
|
|
$
|
398,274
|
|
|
—
|
%
|
Operating expenses
|
|
402,124
|
|
|
387,378
|
|
|
3.8
|
%
|
||
Income (loss) from operations
|
|
$
|
(3,905
|
)
|
|
$
|
10,896
|
|
|
*
|
|
|
Three Months Ended
|
|||||||||
|
|
March 27,
2016 |
|
March 29,
2015 |
|
% Change
|
|||||
Advertising
|
|
|
|
|
|
|
|||||
Retail
|
|
$
|
127,984
|
|
|
$
|
130,565
|
|
|
(2.0
|
%)
|
National
|
|
34,257
|
|
|
37,050
|
|
|
(7.5
|
%)
|
||
Classified
|
|
52,442
|
|
|
56,855
|
|
|
(7.8
|
%)
|
||
Total advertising
|
|
214,683
|
|
|
224,470
|
|
|
(4.4
|
%)
|
||
Circulation
|
|
121,750
|
|
|
109,283
|
|
|
11.4
|
%
|
||
Other revenue
|
|
|
|
|
|
|
|||||
Commercial print and delivery
|
|
35,315
|
|
|
37,078
|
|
|
(4.8
|
%)
|
||
Direct mail and marketing
|
|
14,961
|
|
|
16,328
|
|
|
(8.4
|
%)
|
||
Content syndication and other
|
|
11,510
|
|
|
11,115
|
|
|
3.6
|
%
|
||
Total other revenue
|
|
61,786
|
|
|
64,521
|
|
|
(4.2
|
%)
|
||
Total operating revenues
|
|
$
|
398,219
|
|
|
$
|
398,274
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|||||
ROP
|
|
$
|
102,313
|
|
|
$
|
108,952
|
|
|
(6.1
|
%)
|
Preprints
|
|
66,687
|
|
|
70,216
|
|
|
(5.0
|
%)
|
||
Digital
|
|
45,683
|
|
|
45,302
|
|
|
0.8
|
%
|
||
Total advertising
|
|
$
|
214,683
|
|
|
$
|
224,470
|
|
|
(4.4
|
%)
|
|
|
Three Months Ended
|
|||||||||
|
|
March 27,
2016 |
|
March 29,
2015 |
|
% Change
|
|||||
Compensation
|
|
$
|
162,100
|
|
|
$
|
149,231
|
|
|
8.6
|
%
|
Circulation distribution
|
|
73,056
|
|
|
70,706
|
|
|
3.3
|
%
|
||
Newsprint and ink
|
|
25,978
|
|
|
31,295
|
|
|
(17.0
|
%)
|
||
Outside services
|
|
43,752
|
|
|
39,355
|
|
|
11.2
|
%
|
||
Occupancy
|
|
15,368
|
|
|
15,060
|
|
|
2.0
|
%
|
||
Promotion and marketing
|
|
11,905
|
|
|
12,635
|
|
|
(5.8
|
%)
|
||
Outside printing and production
|
|
10,902
|
|
|
12,184
|
|
|
(10.5
|
%)
|
||
Affiliate fees
|
|
12,919
|
|
|
12,667
|
|
|
2.0
|
%
|
||
Other general and administrative
|
|
32,020
|
|
|
31,536
|
|
|
1.5
|
%
|
||
Depreciation
|
|
11,488
|
|
|
10,825
|
|
|
6.1
|
%
|
||
Amortization
|
|
2,636
|
|
|
1,884
|
|
|
39.9
|
%
|
||
Total operating expenses
|
|
$
|
402,124
|
|
|
$
|
387,378
|
|
|
3.8
|
%
|
|
|
Three Months Ended
|
||||||||
|
|
March 27,
2016 |
|
March 29,
2015 |
|
% Change
|
||||
Loss on equity investments, net
|
|
$
|
(129
|
)
|
|
$
|
(57
|
)
|
|
*
|
Interest expense, net
|
|
(6,744
|
)
|
|
(5,867
|
)
|
|
14.9%
|
||
Reorganization items, net
|
|
(94
|
)
|
|
(601
|
)
|
|
(84.4%)
|
||
Income tax expense (benefit)
|
|
(4,409
|
)
|
|
1,856
|
|
|
*
|
|
|
Three Months Ended
|
|||||||||
|
|
March 27, 2016
|
|
March 29, 2015
|
|
% Change
|
|||||
Net income (loss)
|
|
$
|
(6,463
|
)
|
|
$
|
2,515
|
|
|
*
|
|
|
|
|
|
|
|
|
|||||
Income tax expense (benefit)
|
|
(4,409
|
)
|
|
1,856
|
|
|
*
|
|||
Loss on equity investments, net
|
|
129
|
|
|
57
|
|
|
*
|
|||
Interest expense, net
|
|
6,744
|
|
|
5,867
|
|
|
14.9
|
%
|
||
Reorganization items, net
|
|
94
|
|
|
601
|
|
|
(84.4
|
%)
|
||
Income (loss) from operations
|
|
(3,905
|
)
|
|
10,896
|
|
|
*
|
|||
Depreciation and amortization
|
|
14,124
|
|
|
12,709
|
|
|
11.1
|
%
|
||
Restructuring and transaction costs
(1)
|
|
13,986
|
|
|
4,782
|
|
|
*
|
|||
Stock-based compensation
|
|
1,619
|
|
|
1,530
|
|
|
5.8
|
%
|
||
Employee voluntary separation program
|
|
7,804
|
|
|
—
|
|
|
*
|
|||
Gain from termination of post-retirement benefits
(2)
|
|
—
|
|
|
(7,799
|
)
|
|
*
|
|||
Adjusted EBITDA
(2)
|
|
$
|
33,628
|
|
|
$
|
22,118
|
|
|
52.0
|
%
|
(1) -
|
Restructuring and transaction costs include costs related to Tribune Publishing's internal restructuring, such and severance and ITO costs, and transaction costs related to completed and potential acquisitions.
|
(2) -
|
In the first quarter of 2015, the Company did not deduct a gain of $7.8 million related to the termination of certain postretirement benefits in the determination of Adjusted EBITDA. Management reassessed this gain and determined it is expected to be a non-recurring item and should be deducted in the determination of Adjusted EBITDA. Accordingly, the 2015 Adjusted EBITDA as presented, includes such adjustment for the non-recurring gain from termination of certain post-retirement benefits.
|
•
|
they do not reflect the Company’s interest income and expense, or the requirements necessary to service interest or principal payments on the Company’s debt;
|
•
|
they do not reflect future requirements for capital expenditures or contractual commitments; and
|
•
|
although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements.
|
|
|
Three Months Ended
|
||||||
|
|
March 27,
2016 |
|
March 29,
2015 |
||||
Net cash provided by operating activities
|
|
$
|
27,637
|
|
|
$
|
21,041
|
|
Net cash used for investing activities
|
|
(4,777
|
)
|
|
(13,668
|
)
|
||
Net cash provided by (used for) financing activities
|
|
32,102
|
|
|
(3,830
|
)
|
||
Net increase in cash
|
|
$
|
54,962
|
|
|
$
|
3,543
|
|
•
|
the Company appointed an executive over the Corporate Compliance function to lead management’s efforts related to effective control design, documentation and implementation, as well as remediate ineffective controls;
|
•
|
the Company has enhanced the documentation process for our preprint advertising forecasting, and;
|
•
|
the Company has formalized the process for single copy rate changes to ensure compliance with contractual rates and maintenance of supporting documentation.
|
•
|
re-educate control owners about control owner accountability and retaining required supporting control documentation. The Company will evaluate and implement a more controlled repository for retaining evidence;
|
•
|
continue to enhance overall monitoring of SOX compliance throughout the organization and more effectively integrate the controls into the day-to-day business operations while ensuring the associated risks are appropriately mitigated;
|
•
|
evaluate and modify the Company’s processes and controls over advertising insert variance analyses to identify and address any control gaps and to ensure the appropriate controls are in place to address the associated risks;
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•
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modify processes to ensure supporting documentation for all circulation rate changes is properly maintained;
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•
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streamline the Company’s commission and sales bonus plans to limit the number of different plans and enhance control thereof; and
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•
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implement a more robust sales and commission calculation, authorization and monitoring process, incorporating increased automation and eliminating many manual processes.
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3.1*
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Amended and Restated By-Laws of Tribune Publishing Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 4, 2016).
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10.1*
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Securities Purchase Agreement, by and among Tribune Publishing Company, Merrick Media, LLC and Michael W. Ferro, Jr., dated as of February 3, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 4, 2016).
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10.2*
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Registration Rights Agreement, by and between Tribune Publishing Company and Merrick Media, LLC, dated as of February 3, 2016 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 4, 2016).
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10.3*
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Confidentiality and Recusal Agreement, by and between Tribune Publishing Company and Michael W. Ferro, Jr., dated as of February 3, 2016 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 4, 2016).
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10.4*~
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Executive Employment Agreement by and between Justin Dearborn and Tribune Publishing Company, LLC, effective February 22, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 23, 2016).
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10.5*~
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Executive Employment Agreement by and between Terry Jimenez and Tribune Publishing Company, LLC, dated March 25, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 28, 2016).
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10.6~
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Form of Indemnification Agreement (Directors).
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
|
XBRL Instance Document
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101.SCH
|
XBRL Taxonomy Extension Scheme Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
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|
|
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TRIBUNE PUBLISHING COMPANY
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May 4, 2016
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By:
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/s/ Terry Jimenez
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Terry Jimenez
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(Chief Financial Officer and Principal Accounting Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Tribune Publishing Company;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) 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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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The registrant’s other certifying officer(s) 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 the 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 which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
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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 quarterly report on Form 10-Q of Tribune Publishing 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(s) 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
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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
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5.
|
The registrant’s other certifying officer(s) 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 the 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 which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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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.
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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