[ 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 September 30, 2018
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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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160 N. Stetson Avenue
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Chicago Illinois
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60601
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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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Emerging growth company ____
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Class
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Outstanding at November 5, 2018
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Common Stock, $0.01 par value
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35,601,362
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TRIBUNE PUBLISHING COMPANY
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FORM 10-Q
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TABLE OF CONTENTS
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Page
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PART I
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Item 1.
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Financial Statements
(unaudited)
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Three months ended
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Nine months ended
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||||||||||||
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September 30, 2018
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September 24, 2017
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September 30, 2018
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September 24, 2017
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||||||||
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||||||||
Operating revenues
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$
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255,770
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$
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236,155
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$
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747,173
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$
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719,565
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Operating expenses:
|
|
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||||||||
Compensation
|
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107,762
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97,304
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324,982
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286,306
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||||
Newsprint and ink
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16,980
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12,974
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48,348
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41,399
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|
||||
Outside services
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81,572
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78,572
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262,372
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239,593
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||||
Other operating expenses
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47,270
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37,302
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116,220
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113,828
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|
||||
Depreciation and amortization
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12,179
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12,124
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37,567
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|
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35,105
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|
||||
Total operating expenses
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265,763
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238,276
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789,489
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716,231
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||||
Income (loss) from operations
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(9,993
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)
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(2,121
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)
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(42,316
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)
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3,334
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|
||||
Interest income (expense), net
|
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303
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(6,510
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)
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(11,673
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)
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(19,310
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)
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||||
Loss on early extinguishment of debt
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—
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—
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(7,666
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)
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—
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||||
Premium on stock buyback
|
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—
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—
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—
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(6,031
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)
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||||
Loss on equity investments, net
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(434
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)
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(403
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)
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(1,828
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)
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(2,024
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)
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||||
Other income, net
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3,640
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86
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10,943
|
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|
653
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||||
Loss from continuing operations before income taxes
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(6,484
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)
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(8,948
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)
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(52,540
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)
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(23,378
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)
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||||
Income tax expense (benefit)
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(5,835
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)
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3,697
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(8,719
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)
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1,612
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||||
Loss from continuing operations
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(649
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)
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(12,645
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)
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(43,821
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)
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(24,990
|
)
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||||
Plus: Earnings (loss) from discontinued operations, net of taxes
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(3,586
|
)
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14,701
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290,665
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30,898
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||||
Net income (loss)
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(4,235
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)
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2,056
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246,844
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5,908
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||||
Less: Income (loss) attributable to noncontrolling interest
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(239
|
)
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—
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471
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—
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||||
Net income (loss) attributable to Tribune common stockholders
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$
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(3,996
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)
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$
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2,056
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$
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246,373
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$
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5,908
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Loss from continuing operations per common share:
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||||||||
Basic
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$
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(0.01
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)
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$
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(0.38
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)
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$
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(1.26
|
)
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$
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(0.73
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)
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Diluted
|
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$
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(0.01
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)
|
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$
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(0.38
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)
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$
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(1.26
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)
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$
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(0.73
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)
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Net income (loss) attributable to Tribune per common share:
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||||||||
Basic
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$
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(0.11
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)
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$
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0.06
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$
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7.01
|
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$
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0.17
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Diluted
|
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$
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(0.11
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)
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$
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0.06
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$
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7.01
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$
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0.17
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Weighted average shares outstanding:
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||||||||
Basic
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35,409
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33,242
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35,166
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34,124
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Diluted
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35,409
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33,242
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35,166
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34,124
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Three months ended
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Nine months ended
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||||||||||||
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September 30, 2018
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September 24, 2017
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September 30, 2018
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September 24, 2017
|
||||||||
Net income (loss)
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$
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(4,235
|
)
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$
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2,056
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$
|
246,844
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$
|
5,908
|
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Other comprehensive income, net of taxes:
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||||||||
Amortization of items to periodic pension cost during the period, net of taxes of ($916), ($134), ($2,746) and ($401), respectively
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(2,376
|
)
|
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(204
|
)
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(7,128
|
)
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(614
|
)
|
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Foreign currency translation
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(6
|
)
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—
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(11
|
)
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1
|
|
||||
Other comprehensive loss, net of taxes
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(2,382
|
)
|
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(204
|
)
|
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(7,139
|
)
|
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(613
|
)
|
||||
Comprehensive income (loss) recognized in continuing operations
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(6,617
|
)
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1,852
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239,705
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|
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5,295
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|
||||
Accumulated other comprehensive income recognized in discontinued operations, net of taxes of $9,702
|
—
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—
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25,397
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—
|
|
||||
Comprehensive income (loss)
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(6,617
|
)
|
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1,852
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|
|
265,102
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|
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5,295
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|
||||
Comprehensive income (loss) attributable to noncontrolling interest
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(239
|
)
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—
|
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|
471
|
|
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—
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|
||||
Comprehensive income (loss) attributable to Tribune common stockholders
|
$
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(6,378
|
)
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$
|
1,852
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$
|
264,631
|
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$
|
5,295
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|
|
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September 30, 2018
|
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December 31, 2017
|
||||
Assets
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||||
Current assets
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||||
Cash
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$
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97,582
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$
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185,351
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Accounts receivable, (net of allowances of $11,190 and $8,988)
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135,950
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122,501
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|
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Inventories
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11,402
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|
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7,412
|
|
||
Prepaid expenses and other
|
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38,991
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|
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29,663
|
|
||
Assets related to discontinued operations
|
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—
|
|
|
61,778
|
|
||
Total current assets
|
|
283,925
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|
|
406,705
|
|
||
|
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|
||||
Property, plant and equipment
|
|
|
|
|
||||
Machinery, equipment and furniture
|
|
126,423
|
|
|
110,598
|
|
||
Buildings and leasehold improvements
|
|
81,233
|
|
|
36,987
|
|
||
|
|
207,656
|
|
|
147,585
|
|
||
Accumulated depreciation
|
|
(72,132
|
)
|
|
(61,473
|
)
|
||
|
|
135,524
|
|
|
86,112
|
|
||
Advance payments on property, plant and equipment
|
|
10,543
|
|
|
8,386
|
|
||
Property, plant and equipment, net
|
|
146,067
|
|
|
94,498
|
|
||
|
|
|
|
|
||||
Other assets
|
|
|
|
|
||||
Goodwill
|
|
134,747
|
|
|
48,700
|
|
||
Intangible assets, net
|
|
79,383
|
|
|
64,996
|
|
||
Software, net
|
|
29,515
|
|
|
40,700
|
|
||
Restricted cash
|
|
43,947
|
|
|
—
|
|
||
Deferred income taxes
|
|
—
|
|
|
1,124
|
|
||
Other long-term assets
|
|
30,001
|
|
|
31,163
|
|
||
Assets related to discontinued operations
|
|
—
|
|
|
177,247
|
|
||
Total other assets
|
|
317,593
|
|
|
363,930
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
747,585
|
|
|
$
|
865,133
|
|
|
|
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
65,946
|
|
|
$
|
65,724
|
|
Employee compensation and benefits
|
|
40,058
|
|
|
49,262
|
|
||
Deferred revenue
|
|
53,580
|
|
|
50,314
|
|
||
Current portion of long-term debt
|
|
405
|
|
|
21,486
|
|
||
Other current liabilities
|
|
22,309
|
|
|
15,453
|
|
||
Liabilities associated with discontinued operations
|
|
51,380
|
|
|
58,665
|
|
||
Total current liabilities
|
|
233,678
|
|
|
260,904
|
|
||
|
|
|
|
|
||||
Non-current liabilities
|
|
|
|
|
||||
Pension and postretirement benefits payable
|
|
17,813
|
|
|
23,438
|
|
||
Deferred income tax liability
|
|
3
|
|
|
—
|
|
||
Deferred revenue
|
|
3,086
|
|
|
4,818
|
|
||
Long-term debt
|
|
6,773
|
|
|
331,065
|
|
||
Workers’ compensation, general liability and auto insurance payable
|
|
31,453
|
|
|
33,452
|
|
||
Other obligations
|
|
41,815
|
|
|
25,794
|
|
||
Liabilities associated with discontinued operations
|
|
—
|
|
|
116,500
|
|
||
Total non-current liabilities
|
|
100,943
|
|
|
535,067
|
|
||
|
|
|
|
|
||||
Noncontrolling interest
|
|
39,371
|
|
|
—
|
|
||
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Preferred stock, $.01 par value. Authorized 30,000 shares; no shares issued or outstanding at September 30, 2018 and December 31, 2017
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value. Authorized 300,000 shares, 37,447 shares issued and 35,494 shares outstanding at September 30, 2018; 37,551 shares issued and 33,684 shares outstanding at December 31, 2017
|
|
374
|
|
|
376
|
|
||
Additional paid-in capital
|
|
164,665
|
|
|
150,229
|
|
||
Retained earnings (accumulated deficit)
|
|
229,983
|
|
|
(16,390
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
4,731
|
|
|
(13,527
|
)
|
||
Treasury stock, at cost - 1,954 shares at September 30, 2018 and 3,867 shares at December 31, 2017
|
|
(26,160
|
)
|
|
(51,526
|
)
|
||
Total stockholders’ equity
|
|
373,593
|
|
|
69,162
|
|
||
|
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
|
$
|
747,585
|
|
|
$
|
865,133
|
|
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Retained earnings
|
|
AOCI
|
|
Treasury Stock
|
|
Total Equity
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2017
|
|
37,551
|
|
|
$
|
376
|
|
|
$
|
150,229
|
|
|
$
|
(16,390
|
)
|
|
$
|
(13,527
|
)
|
|
$
|
(51,526
|
)
|
|
$
|
69,162
|
|
Comprehensive income (loss) attributable to controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,373
|
|
|
(7,139
|
)
|
|
—
|
|
|
239,234
|
|
||||||
AOCI recognized in discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,397
|
|
|
—
|
|
|
25,397
|
|
||||||
Issuance of stock from treasury for acquisition
|
|
—
|
|
|
—
|
|
|
9,229
|
|
|
—
|
|
|
—
|
|
|
25,366
|
|
|
34,595
|
|
||||||
Issuance of stock from restricted stock and restricted stock unit conversions
|
|
339
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
7
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
8,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,177
|
|
||||||
Withholding for taxes on restricted stock unit conversions
|
|
—
|
|
|
—
|
|
|
(3,106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,106
|
)
|
||||||
Forfeited restricted stock
|
|
(450
|
)
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at September 30, 2018
|
|
37,447
|
|
|
$
|
374
|
|
|
$
|
164,665
|
|
|
$
|
229,983
|
|
|
$
|
4,731
|
|
|
$
|
(26,160
|
)
|
|
$
|
373,593
|
|
|
||||||||
|
|
Nine Months Ended
|
||||||
|
|
September 30, 2018
|
|
September 24, 2017
|
||||
Operating Activities From Continuing Operations
|
|
|
|
|
||||
Net loss
|
|
$
|
(43,821
|
)
|
|
$
|
(24,990
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
37,567
|
|
|
35,105
|
|
||
Stock compensation expense
|
|
7,513
|
|
|
7,279
|
|
||
Loss on equity investments, net
|
|
1,828
|
|
|
2,449
|
|
||
Loss on early extinguishment of debt
|
|
7,666
|
|
|
—
|
|
||
Deferred income taxes
|
|
3,818
|
|
|
11,292
|
|
||
Non-current deferred revenue
|
|
(1,732
|
)
|
|
(1,070
|
)
|
||
Premium on stock buyback
|
|
—
|
|
|
6,031
|
|
||
Pension contribution
|
|
(3,419
|
)
|
|
—
|
|
||
Postretirement medical, life and other benefits
|
|
(12,615
|
)
|
|
(1,646
|
)
|
||
Changes in working capital items, excluding acquisitions:
|
|
|
|
|
||||
Accounts receivable, net
|
|
2,045
|
|
|
25,287
|
|
||
Prepaid expenses, inventories and other current assets
|
|
14,084
|
|
|
(11,314
|
)
|
||
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities
|
|
(22,700
|
)
|
|
(26,776
|
)
|
||
Other, net
|
|
2,474
|
|
|
941
|
|
||
Net cash provided by (used for) operating activities
|
|
(7,292
|
)
|
|
22,588
|
|
||
|
|
|
|
|
||||
Investing Activities From Continuing Operations
|
|
|
|
|
||||
Capital expenditures
|
|
(48,956
|
)
|
|
(13,137
|
)
|
||
Acquisition of business, net of cash acquired
|
|
(70,999
|
)
|
|
3,305
|
|
||
Other, net
|
|
(2,207
|
)
|
|
(1,841
|
)
|
||
Net cash used for investing activities
|
|
(122,162
|
)
|
|
(11,673
|
)
|
||
|
|
|
|
|
||||
Financing Activities From Continuing Operations
|
|
|
|
|
||||
Repayment of long-term debt
|
|
(353,253
|
)
|
|
(15,817
|
)
|
||
Purchase of treasury stock
|
|
—
|
|
|
(56,189
|
)
|
||
Withholding for taxes on RSU vesting
|
|
(3,106
|
)
|
|
(2,077
|
)
|
||
Dividends paid to noncontrolling interest
|
|
(2,000
|
)
|
|
—
|
|
||
Dividends paid to common stockholders
|
|
—
|
|
|
(145
|
)
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
95
|
|
||
Other
|
|
(151
|
)
|
|
(34
|
)
|
||
Net cash used for financing activities
|
|
(358,510
|
)
|
|
(74,167
|
)
|
||
|
|
|
|
|
||||
Decrease in cash attributable to continuing operations
|
|
$
|
(487,964
|
)
|
|
$
|
(63,252
|
)
|
TRIBUNE PUBLISHING COMPANY.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
(Unaudited)
|
||||||||
|
|
Nine Months Ended
|
||||||
|
|
September 30, 2018
|
|
September 24, 2017
|
||||
Cash Flows From Discontinued Operations
|
|
|
|
|
||||
Cash flows provided by (used for) operating activities of discontinued operations, net
|
|
$
|
(47,071
|
)
|
|
$
|
42,469
|
|
Cash flows provided by investing activities of discontinued operations, net
|
|
491,504
|
|
|
7,828
|
|
||
Cash flows used for financing activities of discontinued operations, net
|
|
(291
|
)
|
|
(242
|
)
|
||
Increase in cash attributable to discontinued operations
|
|
444,142
|
|
|
50,055
|
|
||
|
|
|
|
|
||||
Net decrease in cash
|
|
(43,822
|
)
|
|
(13,197
|
)
|
||
Cash, cash equivalents and restricted cash beginning of period
|
|
185,351
|
|
|
198,349
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
141,529
|
|
|
$
|
185,152
|
|
Balance at December 31, 2017
|
|
$
|
11,532
|
|
Provision
|
|
18,914
|
|
|
Payments
|
|
(21,200
|
)
|
|
Balance at September 30, 2018
|
|
$
|
9,246
|
|
Balance at December 31, 2017
|
|
$
|
3,127
|
|
Provision
|
|
33
|
|
|
Payments and other
|
|
(2,095
|
)
|
|
Balance at September 30, 2018
|
|
$
|
1,065
|
|
|
|
Three months ended September 30, 2018
|
|
Nine months ended September 30, 2018
|
||||
Accounts receivable from NantMedia beginning balance
|
|
$
|
12,521
|
|
|
$
|
—
|
|
Revenue for TSA services
|
|
8,618
|
|
|
9,799
|
|
||
Reimbursable costs
|
|
23,495
|
|
|
35,523
|
|
||
Amounts received for TSA services
|
|
(5,189
|
)
|
|
(5,189
|
)
|
||
Amounts received for reimbursable costs
|
|
(8,339
|
)
|
|
(8,339
|
)
|
||
Amounts paid under comingled revenue contracts
|
|
2,898
|
|
|
2,898
|
|
||
Amounts collected under comingled revenue contracts
|
|
(5,093
|
)
|
|
(5,781
|
)
|
||
Accounts receivable from NantMedia balance as of September 30, 2018
(i)
|
|
$
|
28,911
|
|
|
$
|
28,911
|
|
Consideration
|
|
|
||
Cash consideration for acquisition
|
|
$
|
34,004
|
|
Total consideration
|
|
$
|
34,004
|
|
|
|
|
||
Allocated Fair Value of Acquired Assets and Assumed Liabilities
|
|
|
||
Accounts receivable and other current assets
|
|
8,257
|
|
|
Property, plant and equipment
|
|
30,576
|
|
|
Mastheads
|
|
4,700
|
|
|
Accounts payable and other current liabilities
|
|
(10,749
|
)
|
|
Other long term obligations
|
|
(68
|
)
|
|
Total identifiable assets (liabilities), net
|
|
32,716
|
|
|
Goodwill
|
|
1,288
|
|
|
Total net assets acquired
|
|
$
|
34,004
|
|
Consideration
|
|
|
||
Cash consideration for acquisition
|
|
$
|
33,085
|
|
Fair value of noncontrolling interest
|
|
40,900
|
|
|
Value of shares issued for acquisition
|
|
34,595
|
|
|
Total consideration
|
|
108,580
|
|
|
|
|
|
||
Allocated Fair Value of Acquired Assets and Assumed Liabilities
|
|
|
||
Accounts receivable and other current assets
|
|
9,966
|
|
|
Property, plant and equipment
|
|
36
|
|
|
Intangible assets
|
|
12,540
|
|
|
Accounts payable and other current liabilities
|
|
(993
|
)
|
|
Total identifiable assets (liabilities), net
|
|
21,549
|
|
|
Goodwill
|
|
87,031
|
|
|
Total net assets acquired
|
|
$
|
108,580
|
|
Allocated Fair Value of Acquired Assets and Assumed Liabilities
|
|
|
||
Cash acquired as part of the purchase
|
|
$
|
2,555
|
|
Accounts receivable and other current assets
|
|
17,703
|
|
|
Property, plant and equipment, including assets under capital leases
|
|
48,099
|
|
|
Mastheads
|
|
3,400
|
|
|
Other long-term assets
|
|
9,565
|
|
|
Accounts payable and other current liabilities
|
|
(20,271
|
)
|
|
Pension and postemployment benefits liability
|
|
(25,446
|
)
|
|
Workers compensation and auto insurance liability
|
|
(25,116
|
)
|
|
Other long-term liabilities
|
|
(10,489
|
)
|
|
Total net assets acquired
|
|
$
|
—
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 30, 2018
|
|
September 24, 2017
|
|
September 30, 2018
|
|
September 24, 2017
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
11
|
|
|
$
|
116,936
|
|
|
$
|
211,511
|
|
|
$
|
369,433
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Compensation
|
|
3
|
|
|
37,977
|
|
|
58,839
|
|
|
109,245
|
|
||||
Newsprint and ink
|
|
3
|
|
|
7,968
|
|
|
14,376
|
|
|
25,914
|
|
||||
Outside services
|
|
57
|
|
|
32,536
|
|
|
61,711
|
|
|
100,705
|
|
||||
Other operating expenses
|
|
474
|
|
|
28,284
|
|
|
57,224
|
|
|
93,685
|
|
||||
Depreciation and amortization
|
|
—
|
|
|
2,032
|
|
|
3,530
|
|
|
6,890
|
|
||||
Total operating expenses
|
|
537
|
|
|
108,797
|
|
|
195,680
|
|
|
336,439
|
|
||||
Income from operations
|
|
(526
|
)
|
|
8,139
|
|
|
15,831
|
|
|
32,994
|
|
||||
Gain (loss) on sale
|
|
(3,151
|
)
|
|
—
|
|
|
406,183
|
|
|
—
|
|
||||
Interest expense, net
|
|
—
|
|
|
(34
|
)
|
|
(52
|
)
|
|
(115
|
)
|
||||
Gain on equity investments, net
|
|
—
|
|
|
5,396
|
|
|
—
|
|
|
5,745
|
|
||||
Other income, net
|
|
—
|
|
|
150
|
|
|
1,338
|
|
|
239
|
|
||||
Income tax (expense) benefit
|
|
91
|
|
|
1,050
|
|
|
(132,635
|
)
|
|
(7,965
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
|
$
|
(3,586
|
)
|
|
$
|
14,701
|
|
|
$
|
290,665
|
|
|
$
|
30,898
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 30, 2018
|
|
September 24, 2017
|
|
September 30, 2018
|
|
September 24, 2017
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
||||||||
M
|
|
$
|
(25
|
)
|
|
$
|
99,058
|
|
|
$
|
185,811
|
|
|
$
|
314,206
|
|
X
|
|
36
|
|
|
17,806
|
|
|
25,638
|
|
|
55,080
|
|
||||
Corporate and eliminations
|
|
—
|
|
|
72
|
|
|
62
|
|
|
147
|
|
||||
|
|
$
|
11
|
|
|
$
|
116,936
|
|
|
$
|
211,511
|
|
|
$
|
369,433
|
|
Income (loss) from Operations
|
|
|
|
|
|
|
|
|
||||||||
M
|
|
$
|
(350
|
)
|
|
$
|
3,278
|
|
|
$
|
9,997
|
|
|
$
|
18,248
|
|
X
|
|
(171
|
)
|
|
4,948
|
|
|
5,795
|
|
|
14,850
|
|
||||
Corporate and eliminations
|
|
(5
|
)
|
|
(87
|
)
|
|
39
|
|
|
(104
|
)
|
||||
|
|
$
|
(526
|
)
|
|
$
|
8,139
|
|
|
$
|
15,831
|
|
|
$
|
32,994
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||
M
|
|
$
|
—
|
|
|
$
|
1,967
|
|
|
$
|
3,426
|
|
|
$
|
6,698
|
|
X
|
|
—
|
|
|
65
|
|
|
104
|
|
|
192
|
|
||||
|
|
$
|
—
|
|
|
$
|
2,032
|
|
|
$
|
3,530
|
|
|
$
|
6,890
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Carrying amount of assets related to discontinued operations:
|
|
|
|
|
||||
Accounts receivable, (net of allowances of $0 and $7,388)
|
|
$
|
—
|
|
|
$
|
51,200
|
|
All other current assets
|
|
—
|
|
|
10,578
|
|
||
Goodwill
|
|
—
|
|
|
73,207
|
|
||
Intangibles
|
|
—
|
|
|
60,181
|
|
||
Property, plant and equipment, net
|
|
—
|
|
|
14,635
|
|
||
Deferred income taxes
|
|
—
|
|
|
28,787
|
|
||
All other long term assets
|
|
—
|
|
|
437
|
|
||
Total assets related to discontinued operations
|
|
$
|
—
|
|
|
$
|
239,025
|
|
|
|
|
|
|
||||
Carrying amount of liabilities associated with discontinued operations:
|
|
|
|
|
||||
Accounts payable and employee compensation and benefits
|
|
$
|
—
|
|
|
$
|
27,140
|
|
Deferred revenue
|
|
—
|
|
|
26,362
|
|
||
Other current liabilities
|
|
—
|
|
|
5,487
|
|
||
Pensions and postretirement benefits payable
|
|
—
|
|
|
90,155
|
|
||
Insurance
|
|
—
|
|
|
12,271
|
|
||
Income Tax Payable
|
|
51,380
|
|
|
—
|
|
||
All other long term liabilities
|
|
—
|
|
|
13,750
|
|
||
Total liabilities associated with discontinued operations
|
|
$
|
51,380
|
|
|
$
|
175,165
|
|
|
|
As of
|
||||||
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Newsprint
|
|
$
|
11,122
|
|
|
$
|
7,072
|
|
Supplies and other
|
|
280
|
|
|
340
|
|
||
Total inventories
|
|
$
|
11,402
|
|
|
$
|
7,412
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
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)
|
|
$
|
7,312
|
|
|
$
|
(4,466
|
)
|
|
$
|
2,846
|
|
|
$
|
7,312
|
|
|
$
|
(3,762
|
)
|
|
$
|
3,550
|
|
Advertiser relationships (useful life of 2 to 13 years)
|
|
26,348
|
|
|
(11,799
|
)
|
|
14,549
|
|
|
26,348
|
|
|
(10,013
|
)
|
|
16,335
|
|
||||||
Tradenames (useful life of 20 years)
|
|
15,100
|
|
|
(3,159
|
)
|
|
11,941
|
|
|
15,100
|
|
|
(2,583
|
)
|
|
12,517
|
|
||||||
Other (useful life of 1 to 20 years)
|
|
17,741
|
|
|
(2,519
|
)
|
|
15,222
|
|
|
5,379
|
|
|
(2,243
|
)
|
|
3,136
|
|
||||||
Total intangible assets subject to amortization
|
|
$
|
66,501
|
|
|
$
|
(21,943
|
)
|
|
44,558
|
|
|
$
|
54,139
|
|
|
$
|
(18,601
|
)
|
|
35,538
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Software (useful life of 2 to 10 years)
|
|
$
|
135,808
|
|
|
$
|
(106,293
|
)
|
|
29,515
|
|
|
$
|
129,795
|
|
|
$
|
(89,095
|
)
|
|
40,700
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill and other intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
|
|
|
|
134,747
|
|
|
|
|
|
|
48,700
|
|
||||||||||
Newspaper mastheads
|
|
|
|
|
|
34,825
|
|
|
|
|
|
|
29,458
|
|
||||||||||
Total goodwill and other intangible assets
|
|
|
|
|
|
$
|
243,645
|
|
|
|
|
|
|
$
|
154,396
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Affected Line Items in the Consolidated Statements of Income (Loss)
|
||||||||||||
|
|
September 30, 2018
|
|
September 24, 2017
|
|
September 30, 2018
|
|
September 24, 2017
|
|
|||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
—
|
|
|
Compensation
|
Interest cost
|
|
818
|
|
|
—
|
|
|
2,454
|
|
|
—
|
|
|
Other income, net
|
||||
Expected return on assets
|
|
(1,167
|
)
|
|
—
|
|
|
(3,500
|
)
|
|
—
|
|
|
Other income, net
|
||||
Net periodic benefit
|
|
$
|
(349
|
)
|
|
$
|
—
|
|
|
$
|
(974
|
)
|
|
$
|
—
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Affected Line Items in the Consolidated Statements of Income (Loss)
|
||||||||||||
|
September 30, 2018
|
|
September 24, 2017
|
|
September 30, 2018
|
|
September 24, 2017
|
|
|||||||||
Service cost
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
Compensation
|
Interest cost
|
9
|
|
|
55
|
|
|
26
|
|
|
165
|
|
|
Other income, net
|
||||
Amortization of prior service credits
|
(2,634
|
)
|
|
(291
|
)
|
|
(7,901
|
)
|
|
(875
|
)
|
|
Other income, net
|
||||
Amortization of actuarial gains
|
(658
|
)
|
|
(47
|
)
|
|
(1,973
|
)
|
|
(140
|
)
|
|
Other income, net
|
||||
Net periodic benefit
|
$
|
(3,280
|
)
|
|
$
|
(280
|
)
|
|
$
|
(9,838
|
)
|
|
$
|
(841
|
)
|
|
|
Balance at December 31, 2017
|
|
$
|
—
|
|
Acquisition of BestReviews
|
|
40,900
|
|
|
Income attributable to noncontrolling interest
|
|
471
|
|
|
Dividends paid to noncontrolling interest
|
|
$
|
(2,000
|
)
|
Balance at September 30, 2018
|
|
$
|
39,371
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2018
|
|
September 24, 2017
|
|
September 30, 2018
|
|
September 24, 2017
|
||||||||
Income (Loss) - Numerator:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(649
|
)
|
|
$
|
(12,645
|
)
|
|
$
|
(43,821
|
)
|
|
$
|
(24,990
|
)
|
Less: Net income (loss) from continuing operations attributable to noncontrolling interest
|
(239
|
)
|
|
—
|
|
|
471
|
|
|
—
|
|
||||
Loss available to common shareholders, before discontinued operations
|
(410
|
)
|
|
(12,645
|
)
|
|
(44,292
|
)
|
|
(24,990
|
)
|
||||
Income (loss) from discontinued operations
|
(3,586
|
)
|
|
14,701
|
|
|
290,665
|
|
|
30,898
|
|
||||
Net income (loss) available to Tribune stockholders
|
$
|
(3,996
|
)
|
|
$
|
2,056
|
|
|
$
|
246,373
|
|
|
$
|
5,908
|
|
|
|
|
|
|
|
|
|
||||||||
Shares - Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding (basic)
|
35,409
|
|
|
33,242
|
|
|
35,166
|
|
|
34,124
|
|
||||
Dilutive effect of employee stock options and RSUs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted weighted average shares outstanding (diluted)
|
35,409
|
|
|
33,242
|
|
|
35,166
|
|
|
34,124
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Tribune per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.01
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(1.26
|
)
|
|
$
|
(0.73
|
)
|
Discontinued operations
|
(0.10
|
)
|
|
0.44
|
|
|
8.27
|
|
|
0.90
|
|
||||
Net income (loss) per common share
|
$
|
(0.11
|
)
|
|
$
|
0.06
|
|
|
$
|
7.01
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.01
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(1.26
|
)
|
|
$
|
(0.73
|
)
|
Discontinued operations
|
(0.10
|
)
|
|
0.44
|
|
|
8.27
|
|
|
0.90
|
|
||||
Net income (loss) per common share-diluted
|
$
|
(0.11
|
)
|
|
$
|
0.06
|
|
|
$
|
7.01
|
|
|
$
|
0.17
|
|
|
|
Foreign Currency
|
|
OPEB
|
|
Pension
|
|
Total
|
||||||||
Balance at December 31, 2017
|
|
$
|
(31
|
)
|
|
$
|
9,932
|
|
|
$
|
(23,428
|
)
|
|
$
|
(13,527
|
)
|
Amounts reclassified from AOCI
|
|
—
|
|
|
(7,128
|
)
|
|
—
|
|
|
(7,128
|
)
|
||||
Foreign currency translation adjustments
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
AOCI recognized in discontinued operations
|
|
—
|
|
|
—
|
|
|
25,397
|
|
|
25,397
|
|
||||
Balance at September 30, 2018
|
|
$
|
(42
|
)
|
|
$
|
2,804
|
|
|
$
|
1,969
|
|
|
$
|
4,731
|
|
|
Three Months Ended
|
|
Nine months ended
|
|
|
||||||||||||
|
September 30, 2018
|
|
September 24, 2017
|
|
September 30, 2018
|
|
September 24, 2017
|
|
Affected Line Items in the Consolidated Statements of Income (Loss)
|
||||||||
Accumulated Other Comprehensive Income (Loss) Components
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefit adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credits
|
$
|
(2,634
|
)
|
|
$
|
(291
|
)
|
|
$
|
(7,901
|
)
|
|
$
|
(875
|
)
|
|
Other income, net
|
Amortization of actuarial gains
|
(658
|
)
|
|
(47
|
)
|
|
(1,973
|
)
|
|
(140
|
)
|
|
Other income, net
|
||||
Total before taxes
|
(3,292
|
)
|
|
(338
|
)
|
|
(9,874
|
)
|
|
(1,015
|
)
|
|
|
||||
Tax effect
|
(916
|
)
|
|
(134
|
)
|
|
(2,746
|
)
|
|
(401
|
)
|
|
Income tax expense (benefit)
|
||||
Total reclassifications for the period
|
$
|
(2,376
|
)
|
|
$
|
(204
|
)
|
|
$
|
(7,128
|
)
|
|
$
|
(614
|
)
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
M
|
|
X
|
|
Corporate and Eliminations
|
|
Consolidated
|
||||||||||||||||||||||||
|
(Print)
|
|
(Digital)
|
|
|
||||||||||||||||||||||||||
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Advertising
|
$
|
83,990
|
|
|
$
|
85,051
|
|
|
$
|
25,748
|
|
|
$
|
30,523
|
|
|
$
|
40
|
|
|
$
|
(25
|
)
|
|
$
|
109,778
|
|
|
$
|
115,549
|
|
Circulation
|
87,644
|
|
|
76,620
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
87,638
|
|
|
76,620
|
|
||||||||
Commercial print and delivery
|
24,445
|
|
|
24,283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,445
|
|
|
24,283
|
|
||||||||
Direct mail
|
8,608
|
|
|
9,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,608
|
|
|
9,653
|
|
||||||||
Content syndication and other
|
2,698
|
|
|
2,589
|
|
|
15,329
|
|
|
8,215
|
|
|
7,274
|
|
|
(754
|
)
|
|
25,301
|
|
|
10,050
|
|
||||||||
Other
|
35,751
|
|
|
36,525
|
|
|
15,329
|
|
|
8,215
|
|
|
7,274
|
|
|
(754
|
)
|
|
58,354
|
|
|
43,986
|
|
||||||||
Operating revenues
|
207,385
|
|
|
198,196
|
|
|
41,077
|
|
|
38,738
|
|
|
7,308
|
|
|
(779
|
)
|
|
255,770
|
|
|
236,155
|
|
||||||||
Operating expenses
|
210,640
|
|
|
187,001
|
|
|
37,380
|
|
|
38,247
|
|
|
17,743
|
|
|
13,028
|
|
|
265,763
|
|
|
238,276
|
|
||||||||
Income (loss) from operations
|
$
|
(3,255
|
)
|
|
$
|
11,195
|
|
|
$
|
3,697
|
|
|
$
|
491
|
|
|
$
|
(10,435
|
)
|
|
$
|
(13,807
|
)
|
|
(9,993
|
)
|
|
(2,121
|
)
|
||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
303
|
|
|
(6,510
|
)
|
||||||||||||||
Loss on early extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||||||||||
Loss on investments, net
|
|
|
|
|
|
|
|
|
|
|
|
|
(434
|
)
|
|
(403
|
)
|
||||||||||||||
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
3,640
|
|
|
86
|
|
||||||||||||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(6,484
|
)
|
|
$
|
(8,948
|
)
|
||||||||||||
Depreciation and amortization
|
$
|
4,151
|
|
|
$
|
4,035
|
|
|
$
|
4,274
|
|
|
$
|
4,059
|
|
|
$
|
3,754
|
|
|
$
|
4,030
|
|
|
$
|
12,179
|
|
|
$
|
12,124
|
|
|
|
Nine months ended
|
||||||
|
|
September 30, 2018
|
|
September 24, 2017
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
10,489
|
|
|
$
|
17,063
|
|
Income taxes, net of refunds
|
|
3,405
|
|
|
142
|
|
||
Non-cash items in investing activities:
|
|
|
|
|
||||
Additions to property plant and equipment under capital leases
|
|
—
|
|
|
(890
|
)
|
||
Non-cash items in financing activities:
|
|
|
|
|
||||
Issuance of stock from treasury for acquisition
|
|
34,595
|
|
|
—
|
|
||
New capital leases
|
|
—
|
|
|
890
|
|
|
|
As of
|
||||||
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
|
$
|
97,582
|
|
|
$
|
185,351
|
|
Restricted cash included in other assets
|
|
43,947
|
|
|
—
|
|
||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
|
$
|
141,529
|
|
|
$
|
185,351
|
|
|
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
|
Media Group
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
Paid or Free
|
Chicago Tribune Media Group
|
|
|
|
|
||||
|
|
Chicago, IL
|
|
Chicago Tribune
|
|
Daily
|
|
Paid
|
|
|
Chicago, IL
|
|
Chicago Magazine
|
|
Monthly
|
|
Paid
|
|
|
Chicago, IL
|
|
Hoy
|
|
Weekly
|
|
Free
|
|
|
Chicago, IL
|
|
RedEye
|
|
Weekly
|
|
Free
|
The New York Daily News Group
|
|
|
|
|
||||
|
|
New York, NY
|
|
New York Daily News
|
|
Daily
|
|
Paid
|
Sun Sentinel Media Group
|
|
|
|
|
||||
|
|
Broward County, FL, Palm Beach County, FL
|
|
Sun Sentinel
|
|
Daily
|
|
Paid
|
|
|
Broward County, FL, Palm Beach County, FL
|
|
el Sentinel
|
|
Weekly
|
|
Free
|
Orlando Sentinel Media Group
|
|
|
|
|
||||
|
|
Orlando, FL
|
|
Orlando Sentinel
|
|
Daily
|
|
Paid
|
|
|
Orlando, FL
|
|
el Sentinel
|
|
Weekly
|
|
Free
|
The Baltimore Sun Media Group
|
|
|
|
|
||||
|
|
Baltimore, MD
|
|
The Baltimore Sun
|
|
Daily
|
|
Paid
|
|
|
Annapolis, MD
|
|
The Capital
|
|
Daily
|
|
Paid
|
|
|
Westminster, MD
|
|
Carroll County Times
|
|
Daily
|
|
Paid
|
Hartford Courant Media Group
|
|
|
|
|
||||
|
|
Hartford County, CT, Middlesex County, CT, Tolland County, CT
|
|
The Hartford Courant
|
|
Daily
|
|
Paid
|
Virginia Media Group
|
|
|
|
|
||||
|
|
Newport News, VA (Peninsula)
|
|
Daily Press
|
|
Daily
|
|
Paid
|
|
|
Norfolk, VA
|
|
The Virginian-Pilot
|
|
Daily
|
|
Paid
|
The Morning Call Media Group
|
|
|
|
|
||||
|
|
Lehigh Valley, PA
|
|
The Morning Call
|
|
Daily
|
|
Paid
|
Websites
|
||
www.tribpub.com
|
www.orlandosentinel.com
|
www.thedailymeal.com
|
www.chicagotribune.com
|
www.orlandosentinel/elsentinel.com
|
www.theactivetimes.com
|
www.chicagomag.com
|
www.baltimoresun.com
|
www.dailypress.com
|
www.sun-sentinel.com
|
www.capitalgazette.com
|
www.pilotonline.com
|
www.sun-sentinel/elsentinel.com
|
www.carrollcountytimes.com
|
www.vivelohoy.com
|
www.bestreviews.com
|
www.courant.com
|
www.redeyechicago.com
|
www.nydailynews.com
|
www.themorningcall.com
|
|
|
Three months ended
|
|
Nine months ended
|
|
|
||||||||||||||||
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
% Change
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
% Change
|
||||||||||
Operating revenues
|
$
|
255,770
|
|
|
$
|
236,155
|
|
|
8.3
|
%
|
|
$
|
747,173
|
|
|
$
|
719,565
|
|
|
3.8
|
%
|
Compensation
|
107,762
|
|
|
97,304
|
|
|
10.7
|
%
|
|
324,982
|
|
|
286,306
|
|
|
13.5
|
%
|
||||
Newsprint and ink
|
16,980
|
|
|
12,974
|
|
|
30.9
|
%
|
|
48,348
|
|
|
41,399
|
|
|
16.8
|
%
|
||||
Outside services
|
81,572
|
|
|
78,572
|
|
|
3.8
|
%
|
|
262,372
|
|
|
239,593
|
|
|
9.5
|
%
|
||||
Other operating expenses
|
47,270
|
|
|
37,302
|
|
|
26.7
|
%
|
|
116,220
|
|
|
113,828
|
|
|
2.1
|
%
|
||||
Depreciation and amortization
|
12,179
|
|
|
12,124
|
|
|
0.5
|
%
|
|
37,567
|
|
|
35,105
|
|
|
7.0
|
%
|
||||
Total operating expenses
|
265,763
|
|
|
238,276
|
|
|
11.5
|
%
|
|
789,489
|
|
|
716,231
|
|
|
10.2
|
%
|
||||
Income (loss) from operations
|
(9,993
|
)
|
|
(2,121
|
)
|
|
*
|
|
(42,316
|
)
|
|
3,334
|
|
|
*
|
||||||
Interest expense, net
|
303
|
|
|
(6,510
|
)
|
|
*
|
|
(11,673
|
)
|
|
(19,310
|
)
|
|
(39.5
|
%)
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
*
|
|
$
|
(7,666
|
)
|
|
$
|
—
|
|
|
*
|
||||
Premium on stock buyback
|
—
|
|
|
—
|
|
|
*
|
|
—
|
|
|
(6,031
|
)
|
|
*
|
||||||
Loss on equity investments, net
|
(434
|
)
|
|
(403
|
)
|
|
7.7
|
%
|
|
(1,828
|
)
|
|
(2,024
|
)
|
|
(9.7
|
%)
|
||||
Other income, net
|
3,640
|
|
|
86
|
|
|
*
|
|
10,943
|
|
|
653
|
|
|
*
|
||||||
Income tax expense (benefit)
|
(5,835
|
)
|
|
3,697
|
|
|
*
|
|
(8,719
|
)
|
|
1,612
|
|
|
*
|
||||||
Loss from continuing operations
|
(649
|
)
|
|
(12,645
|
)
|
|
(94.9
|
%)
|
|
(43,821
|
)
|
|
(24,990
|
)
|
|
75.4
|
%
|
||||
Income (loss) from discontinued operations, net of taxes
|
(3,586
|
)
|
|
14,701
|
|
|
*
|
|
290,665
|
|
|
30,898
|
|
|
*
|
||||||
Net Income (Loss)
|
(4,235
|
)
|
|
2,056
|
|
|
*
|
|
246,844
|
|
|
5,908
|
|
|
*
|
||||||
Income (loss) attributable to noncontrolling interest
|
(239
|
)
|
|
—
|
|
|
*
|
|
471
|
|
|
—
|
|
|
*
|
||||||
Net income (loss) attributable to Tribune
|
$
|
(3,996
|
)
|
|
$
|
2,056
|
|
|
*
|
|
$
|
246,373
|
|
|
$
|
5,908
|
|
|
*
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
M
|
|
X
|
|
Corporate and Eliminations
|
|
Consolidated
|
||||||||||||||||||||||||
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
||||||||||||||||
Total revenues
|
$
|
207,385
|
|
|
$
|
198,196
|
|
|
$
|
41,077
|
|
|
$
|
38,738
|
|
|
$
|
7,308
|
|
|
$
|
(779
|
)
|
|
$
|
255,770
|
|
|
$
|
236,155
|
|
Operating expenses
|
210,640
|
|
|
187,001
|
|
|
37,380
|
|
|
38,247
|
|
|
17,743
|
|
|
13,028
|
|
|
265,763
|
|
|
238,276
|
|
||||||||
Income (loss) from operations
|
(3,255
|
)
|
|
11,195
|
|
|
3,697
|
|
|
491
|
|
|
(10,435
|
)
|
|
(13,807
|
)
|
|
(9,993
|
)
|
|
(2,121
|
)
|
||||||||
Depreciation and amortization
|
4,151
|
|
|
4,035
|
|
|
4,274
|
|
|
4,059
|
|
|
3,754
|
|
|
4,030
|
|
|
12,179
|
|
|
12,124
|
|
||||||||
Adjustments
(1)
|
7,182
|
|
|
3,594
|
|
|
2,475
|
|
|
1,240
|
|
|
4,797
|
|
|
5,272
|
|
|
14,454
|
|
|
10,106
|
|
||||||||
Adjusted EBITDA
|
$
|
8,078
|
|
|
$
|
18,824
|
|
|
$
|
10,446
|
|
|
$
|
5,790
|
|
|
$
|
(1,884
|
)
|
|
$
|
(4,505
|
)
|
|
$
|
16,640
|
|
|
$
|
20,109
|
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||||
|
M
|
|
X
|
|
Corporate and Eliminations
|
|
Consolidated
|
||||||||||||||||||||||||
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
||||||||||||||||
Total revenues
|
$
|
623,893
|
|
|
$
|
606,997
|
|
|
$
|
116,189
|
|
|
$
|
115,145
|
|
|
$
|
7,091
|
|
|
$
|
(2,577
|
)
|
|
$
|
747,173
|
|
|
$
|
719,565
|
|
Operating expenses
|
619,461
|
|
|
570,052
|
|
|
109,548
|
|
|
112,002
|
|
|
60,480
|
|
|
34,177
|
|
|
789,489
|
|
|
716,231
|
|
||||||||
Income (loss) from operations
|
4,432
|
|
|
36,945
|
|
|
6,641
|
|
|
3,143
|
|
|
(53,389
|
)
|
|
(36,754
|
)
|
|
(42,316
|
)
|
|
3,334
|
|
||||||||
Depreciation and amortization
|
12,113
|
|
|
12,600
|
|
|
13,328
|
|
|
10,748
|
|
|
12,126
|
|
|
11,757
|
|
|
37,567
|
|
|
35,105
|
|
||||||||
Adjustments
(1)
|
15,926
|
|
|
9,966
|
|
|
7,737
|
|
|
3,175
|
|
|
28,485
|
|
|
13,021
|
|
|
52,148
|
|
|
26,162
|
|
||||||||
Adjusted EBITDA
|
$
|
32,471
|
|
|
$
|
59,511
|
|
|
$
|
27,706
|
|
|
$
|
17,066
|
|
|
$
|
(12,778
|
)
|
|
$
|
(11,976
|
)
|
|
$
|
47,399
|
|
|
$
|
64,601
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(in thousands)
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
% Change
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
% Change
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising
|
$
|
83,990
|
|
|
$
|
85,051
|
|
|
(1.2
|
%)
|
|
$
|
254,532
|
|
|
$
|
269,135
|
|
|
(5.4
|
%)
|
Circulation
|
87,644
|
|
|
76,620
|
|
|
14.4
|
%
|
|
260,886
|
|
|
225,631
|
|
|
15.6
|
%
|
||||
Other
|
35,751
|
|
|
36,525
|
|
|
(2.1
|
%)
|
|
108,475
|
|
|
112,231
|
|
|
(3.3
|
%)
|
||||
Total revenues
|
207,385
|
|
|
198,196
|
|
|
4.6
|
%
|
|
623,893
|
|
|
606,997
|
|
|
2.8
|
%
|
||||
Operating expenses
|
210,640
|
|
|
187,001
|
|
|
12.6
|
%
|
|
619,461
|
|
|
570,052
|
|
|
8.7
|
%
|
||||
Income (loss) from operations
|
(3,255
|
)
|
|
11,195
|
|
|
*
|
|
4,432
|
|
|
36,945
|
|
|
(88.0
|
%)
|
|||||
Depreciation and amortization
|
4,151
|
|
|
4,035
|
|
|
2.9
|
%
|
|
12,113
|
|
|
12,600
|
|
|
(3.9
|
%)
|
||||
Adjustments
(1)
|
7,182
|
|
|
3,594
|
|
|
99.8
|
%
|
|
15,926
|
|
|
9,966
|
|
|
59.8
|
%
|
||||
Adjusted EBITDA
|
$
|
8,078
|
|
|
$
|
18,824
|
|
|
(57.1
|
%)
|
|
$
|
32,471
|
|
|
$
|
59,511
|
|
|
(45.4
|
%)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(in thousands)
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
% Change
|
|
Sept 30, 2018
|
|
Sept 24, 2017
|
|
% Change
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising
|
$
|
25,748
|
|
|
$
|
30,523
|
|
|
(15.6
|
%)
|
|
$
|
71,785
|
|
|
$
|
91,016
|
|
|
(21.1
|
%)
|
Content
|
15,329
|
|
|
8,215
|
|
|
86.6
|
%
|
|
44,404
|
|
|
24,129
|
|
|
84.0
|
%
|
||||
Total revenues
|
41,077
|
|
|
38,738
|
|
|
6.0
|
%
|
|
116,189
|
|
|
115,145
|
|
|
0.9
|
%
|
||||
Operating expenses
|
37,380
|
|
|
38,247
|
|
|
(2.3
|
%)
|
|
109,548
|
|
|
112,002
|
|
|
(2.2
|
%)
|
||||
Income from operations
|
3,697
|
|
|
491
|
|
|
*
|
|
6,641
|
|
|
3,143
|
|
|
*
|
||||||
Depreciation and amortization
|
4,274
|
|
|
4,059
|
|
|
5.3
|
%
|
|
13,328
|
|
|
10,748
|
|
|
24.0
|
%
|
||||
Adjustments
(1)
|
2,475
|
|
|
1,240
|
|
|
99.6
|
%
|
|
7,737
|
|
|
3,175
|
|
|
*
|
|||||
Adjusted EBITDA
|
$
|
10,446
|
|
|
$
|
5,790
|
|
|
80.4
|
%
|
|
$
|
27,706
|
|
|
$
|
17,066
|
|
|
62.3
|
%
|
(1) -
|
Effective January 1, 2018, the Company adopted ASU 2017-07, which requires certain components of net benefit costs to be presented outside of income from operations. The standard required retrospective application. Accordingly, amounts presented in the prior period have been adjusted to conform with the standard.
|
(2) -
|
Restructuring and transaction costs include costs related to Tribune's internal restructuring, such as severance, charges associated with vacated space, costs related to completed and potential acquisitions and a one-time charge related to the Consulting Agreement.
|
•
|
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.
|
|
|
Nine months ended
|
||||||
|
|
September 30, 2018
|
|
September 24, 2017
|
||||
Net cash used for operating activities
|
|
$
|
(7,292
|
)
|
|
$
|
22,588
|
|
Net cash used for investing activities
|
|
(122,162
|
)
|
|
(11,673
|
)
|
||
Net cash used for financing activities
|
|
(358,510
|
)
|
|
(74,167
|
)
|
||
Decrease in cash attributable to continuing operations
|
|
$
|
(487,964
|
)
|
|
$
|
(63,252
|
)
|
2.1*
|
2.2*
|
2.3*
|
2.4*
|
2.5*
|
3.1
|
3.2*
|
31.1
|
31.2
|
32
|
101.INS
|
XBRL Instance Document
|
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
|
|
|
|
TRIBUNE PUBLISHING COMPANY
|
|
|
|
|
November 8, 2018
|
|
By:
|
/s/ Terry Jimenez
|
|
|
|
Terry Jimenez
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
November 8, 2018
|
|
By:
|
/s/ Michael N. Lavey
|
|
|
|
Michael N. Lavey
|
|
|
|
Chief Accounting Officer and Controller
|
|
By:
|
/s/ Julie K. Xanders
|
|
|
|
Name:
|
Julie K. Xanders
|
|
|
Title:
|
EVP, General Counsel and Secretary
|
|
By:
|
/s/ Steven Berns
|
|
|
|
Name:
|
Steven Berns
|
|
|
Title:
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of tronc, Inc.;
|
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
|
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(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.
|
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 tronc, Inc.;
|
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
|
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.
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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):
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a.
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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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