0001593195FALSE00015931952020-12-292020-12-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): December 29, 2020
TRIBUNE PUBLISHING COMPANY
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-36230
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38-3919441
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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160 N. Stetson Avenue, Chicago, Illinois, 60601
(Address and Zip Code of Principal Executive Offices)
(312) 222-9100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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TPCO
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 29, 2020, Tribune Publishing Company, LLC (“Tribune”), a wholly-owned subsidiary of Tribune Publishing Company (the “Company”), and BR Holding Company, Inc. completed the previously announced sale of BestReviews LLC (“BestReviews”) to Nexstar Inc. a wholly-owned subsidiary of Nexstar Media Group, Inc. for a gross purchase price of $160 million in cash, plus a working capital adjustment of $9.4 million (the “Transaction”). The unaudited pro forma condensed consolidated financial statements of the Company, giving effect to the disposition of BestReviews, are attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 2.02. Results of Operations and Financial Condition.
On December 31, 2020, the Company issued a press release updating guidance for Q4 and full year 2020 to reflect the effect of the Transaction, and announcing guidance for fiscal year 2021. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On December 31, 2020, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
Unaudited pro forma condensed consolidated financial information required pursuant to Article 11 of Regulation S-X of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2019 filed with the Securities and Exchange Commission on March 11, 2020 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020 filed with the Securities and Exchange Commission on November 4, 2020.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TRIBUNE PUBLISHING COMPANY
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Date:
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December 31, 2020
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By:
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/s/ Michael N. Lavey
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Michael N. Lavey
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Interim Chief Financial Officer, Chief Accounting Officer and Controller
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EXHIBIT 99.1
TRIBUNE PUBLISHING COMPANY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 27, 2020
(In thousands) (Unaudited)
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Tribune
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BestReviews
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Proforma
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Assets
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Current assets
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Cash
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$
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89,992
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$
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(581)
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(a)
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$
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191,449
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102,038
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(b)
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Accounts receivable, net
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75,905
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(12,228)
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(a)
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63,677
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Inventories
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3,056
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—
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3,056
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Prepaid expenses and other
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24,712
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(28)
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(a)
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24,684
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Total current assets
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193,665
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89,201
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282,866
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Property, plant and equipment
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Machinery, equipment and furniture
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105,496
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(36)
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(a)
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105,460
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Buildings and leasehold improvements
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78,049
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—
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78,049
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183,545
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(36)
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183,509
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Accumulated depreciation
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(99,914)
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19
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(a)
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(99,895)
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83,631
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(17)
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83,614
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Advance payments on property, plant and equipment
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1,365
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(16)
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(a)
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1,349
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Property, plant and equipment, net
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84,996
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(33)
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84,963
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Other assets
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Goodwill
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115,197
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(87,052)
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(a)
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28,145
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Intangible assets, net
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56,917
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(5,699)
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(a)
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51,218
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Software, net
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18,734
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—
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18,734
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Lease right-of-use asset
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56,503
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(98)
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(a)
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56,405
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Restricted cash
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31,371
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—
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31,371
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Deferred income taxes
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8,715
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—
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8,715
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Other long-term assets
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15,429
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—
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15,429
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Total other assets
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302,866
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(92,849)
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210,017
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Total assets
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$
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581,527
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$
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(3,681)
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$
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577,846
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The accompanying notes are an integral part of these proforma combined financial statements.
1
TRIBUNE PUBLISHING COMPANY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
As of September 27, 2020
(In thousands) (Unaudited)
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Tribune
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BestReviews
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Proforma
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Liabilities and stockholders’ equity
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Current liabilities
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Accounts payable
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$
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32,530
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$
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(1,990)
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(a)
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$
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30,540
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Employee compensation and benefits
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24,903
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(34)
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(a)
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24,869
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Deferred revenue
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37,466
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—
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37,466
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Current portion of long-term lease liability
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26,327
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(104)
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(a)
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26,223
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Current portion of long-term debt
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6,974
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—
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6,974
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Other current liabilities
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22,348
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(100)
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(a)
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31,653
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9,405
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(c)
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Total current liabilities
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150,548
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7,177
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157,725
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Non-current liabilities
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Long-term lease liability
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73,980
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—
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73,980
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Workers compensation, general liability and auto insurance payable
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24,243
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—
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24,243
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Pension and postretirement benefits payable
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16,690
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—
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16,690
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Deferred revenue
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2,051
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2,051
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Other obligations
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15,903
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—
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15,903
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Total non-current liabilities
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132,867
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—
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132,867
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Stockholders’ Equity
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Noncontrolling interest
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59,339
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(59,339)
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(a)
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—
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Tribune stockholders’ equity
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238,773
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48,481
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(d)
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287,254
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Stockholders' equity
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298,112
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(10,858)
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287,254
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Total liabilities and stockholders’ equity
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$
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581,527
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$
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(3,681)
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$
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577,846
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The accompanying notes are an integral part of these proforma combined financial statements.
2
TRIBUNE PUBLISHING COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
For the nine months ended September 27, 2020
(In thousands, except per share amounts)
(Unaudited)
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Tribune
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BestReviews
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Proforma
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Operating revenues
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$
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588,253
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$
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(34,653)
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(e)
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$
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553,600
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Operating expenses:
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Compensation
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231,981
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(1,584)
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(e)
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230,397
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Newsprint and ink
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25,784
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—
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25,784
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Outside services
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203,193
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(1,309)
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(e)
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201,884
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Other operating expenses
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97,891
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(16,728)
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(e)
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81,163
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Depreciation and amortization
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28,702
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(1,954)
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(e)
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26,748
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Impairment
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56,009
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—
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56,009
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Total operating expenses
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643,560
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(21,575)
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621,985
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Loss from operations
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(55,307)
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(13,078)
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(68,385)
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Interest expense, net
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(391)
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—
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(391)
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Loss on equity investments, net
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(117)
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—
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(117)
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Other income, net
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1,237
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—
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1,237
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Loss before income taxes
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(54,578)
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(13,078)
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(67,656)
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Income tax benefit
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(20,619)
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—
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(20,619)
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Net loss
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(33,959)
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(13,078)
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(47,037)
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Less: Income attributable to noncontrolling interest
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5,316
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(5,316)
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(e)
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—
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Loss attributable to Tribune common stockholders
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$
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(39,275)
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$
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(7,762)
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$
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(47,037)
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Loss attributable to Tribune common stockholders, per common share:
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Basic
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$
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(1.09)
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$
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(1.35)
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Diluted
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$
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(1.09)
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$
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(1.35)
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Weighted average shares outstanding:
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Basic
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34,801
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34,801
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Diluted
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34,801
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34,801
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The accompanying notes are an integral part of these proforma combined financial statements.
3
TRIBUNE PUBLISHING COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
For the year ended December 29, 2019
(In thousands, except per share amounts)
(Unaudited)
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Tribune
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BestReviews
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Proforma
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Operating revenues
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$
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983,149
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$
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(37,371)
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(e)
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$
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945,778
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Operating expenses:
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Compensation
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362,450
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(1,670)
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(e)
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360,780
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Newsprint and ink
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56,785
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—
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56,785
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Outside services
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328,333
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(1,521)
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(e)
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326,812
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Other operating expenses
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166,614
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(19,203)
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(e)
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147,411
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Depreciation and amortization
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47,314
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(2,698)
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(e)
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44,616
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Impairment
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14,496
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—
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14,496
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Total operating expenses
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975,992
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(25,092)
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950,900
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Income (loss) from operations
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7,157
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(12,279)
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(5,122)
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Interest income, net
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499
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—
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499
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Loss on equity investments, net
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(2,988)
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—
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(2,988)
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Other income, net
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45
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—
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45
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Income (loss) from continuing operations before income taxes
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4,713
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(12,279)
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(7,566)
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Income tax expense
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1,620
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—
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1,620
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Income (loss) from continuing operations
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3,093
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(12,279)
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(9,186)
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Less: Income attributable to noncontrolling interest
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4,825
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(4,825)
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(e)
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—
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Loss from continuing operations attributable to Tribune common stockholders
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$
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(1,732)
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$
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(7,454)
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$
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(9,186)
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Loss from continuing operations attributable to Tribune common stockholders, per common share:
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Basic
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$
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(0.76)
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$
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(0.26)
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Diluted
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$
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(0.76)
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$
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(0.26)
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Weighted average shares outstanding:
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Basic
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35,810
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35,810
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Diluted
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35,810
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35,810
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The accompanying notes are an integral part of these proforma combined financial statements.
4
TRIBUNE PUBLISHING COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
For the year ended December 30, 2018
(In thousands, except per share amounts)
(Unaudited)
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|
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Tribune
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BestReviews
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Proforma
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Operating revenues
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$
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1,030,669
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$
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(25,006)
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(e)
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$
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1,005,663
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Operating expenses:
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Compensation
|
|
443,084
|
|
|
(1,526)
|
|
(e)
|
441,558
|
|
|
Newsprint and ink
|
|
66,134
|
|
|
—
|
|
|
66,134
|
|
|
Outside services
|
|
348,827
|
|
|
(1,270)
|
|
(e)
|
347,557
|
|
|
Other operating expenses
|
|
163,702
|
|
|
(17,850)
|
|
(e)
|
145,852
|
|
|
Depreciation and amortization
|
|
53,262
|
|
|
(2,205)
|
|
(e)
|
51,057
|
|
|
Impairment
|
|
1,872
|
|
|
—
|
|
|
1,872
|
|
|
Total operating expenses
|
|
1,076,881
|
|
|
(22,851)
|
|
|
1,054,030
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(46,212)
|
|
|
(2,155)
|
|
|
(48,367)
|
|
|
Interest expense, net
|
|
(11,353)
|
|
|
15
|
|
(e)
|
(11,338)
|
|
|
Loss on early extinguishment of debt
|
|
(7,666)
|
|
|
—
|
|
|
(7,666)
|
|
|
Loss on equity investments, net
|
|
(1,868)
|
|
|
—
|
|
|
(1,868)
|
|
|
Other income, net
|
|
14,513
|
|
|
—
|
|
|
14,513
|
|
|
Loss from continuing operations before income taxes
|
|
(52,586)
|
|
|
(2,140)
|
|
|
(54,726)
|
|
|
Income tax benefit
|
|
(12,723)
|
|
|
—
|
|
|
(12,723)
|
|
|
Loss from continuing operations
|
|
(39,863)
|
|
|
(2,140)
|
|
|
(42,003)
|
|
|
Less: Income attributable to noncontrolling interest
|
|
856
|
|
|
(856)
|
|
(e)
|
—
|
|
|
Loss from continuing operations attributable to Tribune common stockholders
|
|
$
|
(40,719)
|
|
|
$
|
(1,284)
|
|
|
$
|
(42,003)
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations attributable to Tribune common stockholders, per common share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(1.15)
|
|
|
|
|
$
|
(1.19)
|
|
|
Diluted
|
|
$
|
(1.15)
|
|
|
|
|
$
|
(1.19)
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
35,268
|
|
|
|
|
35,268
|
|
|
Diluted
|
|
35,268
|
|
|
|
|
35,268
|
|
The accompanying notes are an integral part of these proforma combined financial statements.
5
TRIBUNE PUBLISHING COMPANY
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited pro forma condensed consolidated financial statements of Tribune Publishing Company and subsidiaries (the “Company”) were derived from the Company’s historical consolidated financial statements. The unaudited pro forma balance sheet as of September 27, 2020 was adjusted to reflect the sale of BestReviews LLC (“BestReviews”) to Nexstar Media Group, Inc. for an aggregate purchase price of $160.0 million, plus a working capital adjustment of $9.4 million, which closed on December 29, 2020, as though the disposition occurred on September 27, 2020. The Company owned a 60% interest in BestReviews. The Company consolidated 100% of BestReviews in its financial statements, reflecting the minority interest as noncontrolling interest within stockholders’ equity.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 27, 2020, and the years ended December 29, 2019 and December 30, 2018, were prepared as though the disposition occurred on December 31, 2017, the first day of the Company’s fiscal year 2018. A pro forma statement of operations for 2017 is not presented as the Company purchased BestReviews on February 6, 2018.
The unaudited pro forma condensed consolidated financial statements are furnished for informational purposes only and do not purport to reflect the Company’s financial position and results of operations had the dispositions occurred on the dates as indicated above. Further, these financial statements are not necessarily indicative of the Company’s future financial position and future results of operations and should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10‑K for the year ended December 29, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020.
NOTE 2: PRO FORMA ADJUSTMENTS
The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma combined financial information:
Adjustments to the pro forma condensed combined balance sheet
(a)To eliminate the assets, liabilities and noncontrolling interest of BestReviews that were consolidated into the Company’s financial statements.
(b)The cash adjustment amount represents the Company’s 60% portion of the gross proceeds of $160.0 million received from the sale of 100% of BestReviews on December 29, 2020, increased by BestReviews cash balance and a working capital adjustment and decreased by BestReviews indebtedness and selling expenses requiring payment at closing, which total approximately $6.5 million, and is additionally increased by the settlement of intercompany accounts.
(c)Other current liabilities adjustments represent estimated taxes payable related to the sale of BestReviews.
(d)Tribune Stockholders’ equity was adjusted as a result of adjustments (a) through (c) above.
Adjustments to the pro forma condensed statements of operations
(e)To eliminate the revenues and expenses of BestReviews.
Tribune Publishing Company Announces Closure of BestReviews Sale, Updates
Guidance for Q4 and Full Year 2020 and Provides Revenue and Adjusted EBITDA
Guidance for 2021
CHICAGO, December 31, 2020 (GLOBE NEWSWIRE) — Tribune Publishing Company (NASDAQ: TPCO) today announced that it has closed the sale of its majority stake in BestReviews to Nexstar Media Group, Inc. (NASDAQ: NXST). BestReviews LLC was owned 60% by Tribune and 40% by its founders, BR Holding Company, Inc.
“We are pleased to have closed the BestReviews transaction which strengthens the Company’s balance sheet and provides flexibility for our business going forward,” said Terry Jimenez, CEO of Tribune Publishing.
Tribune Publishing also updated its guidance for Q4 and full year 2020 excluding the impact of BestReviews and released revenue and Adjusted EBITDA guidance for 2021.
•For the fourth quarter of 2020 the Company expects to generate a range of $191M-$192M in revenue and $28M-$29M in Adjusted EBITDA
•For the full year of 2020 the Company expects to generate a range of $745M-$746M in revenue and $72M-$73M in Adjusted EBITDA
•For fiscal year 2021 the Company expects to generate a range of $675M-$690M in revenue and $105M-$113M in Adjusted EBITDA
Commenting on the updated guidance for Q4 and full year 2020 and newly announced guidance for 2021, Terry Jimenez said, “We have taken measures throughout 2020 that will have substantial carry-over impacts on 2021, and our guidance reflects those measures. As we continue to execute our digital subscription, advertising and content strategies, we expect to generate substantial year-over-year increases in Adjusted EBITDA next year and create a clear path for long-term strong performance.”
Cautionary Statements Regarding Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based largely on our current expectations and reflect various estimates and assumptions by us. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include, without limitation, the effect of the novel coronavirus (“COVID-19”) and related governmental and economic responses; changes in advertising demand, circulation levels and audience shares; competition and other economic conditions; our ability to develop and grow our online businesses; changes in newsprint price and availability; our ability to maintain data security and comply with privacy-related laws; economic and market conditions that could impact the level of our required contributions to the defined benefit pension plans to which we contribute; decisions by trustees under rehabilitation plans (if applicable) or other contributing employers with respect to multiemployer plans to which we contribute which could impact the level of our contributions; our ability to maintain effective internal control over financial reporting; concentration of stock ownership among our principal stockholders whose interest may differ from those of other stockholders; and other events beyond our control that may result in unexpected adverse operating results. For specific risks related to the COVID-19 pandemic, refer to Item 1A. Risk Factors in the most recently filed Quarterly Report on Form 10-Q. For more information about these and other risks, see Item 1A
(Risk Factors) of the Company’s most recent Annual Report on Form 10-K and in the Company’s other reports filed with the Securities and Exchange Commission.
The words “believe,” “expect,” “anticipate,” “estimate,” “could,” “should,” “intend,” “may,” “will,” “plan,” “seek” and similar expressions generally identify forward-looking statements. However, such words are not the exclusive means for identifying forward-looking statements, and their absence does not mean that the statement is not forward looking. Whether or not any such forward-looking statements, in fact occur will depend on future events, some of which are beyond our control. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this press release. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Information
Adjusted EBITDA is a financial measure that is not calculated in accordance with U.S. GAAP. Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and gain/loss on equity investments) and (ii) expenses that are not reflective of the Company’s core operating results over time (such as restructuring costs, including the employee voluntary separation program and gain/losses on employee benefit plan terminations, litigation or dispute settlement charges or gains, premiums on stock buyback, impairment, and transaction-related costs), this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in performance from period to period. The Company’s management uses Adjusted EBITDA (a) as a measure of operating performance; (b) for planning and forecasting in future periods; and (c) in communications with the Company’s Board of Directors concerning the Company’s financial performance. In addition, Adjusted EBITDA, or a similarly calculated measure, has been used as the basis for certain financial maintenance covenants that the Company was subject to in connection with certain credit facilities. Since not all companies use identical calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance with U.S. GAAP. Instead, management believes Adjusted EBITDA should be used to supplement the Company’s financial measures derived in accordance with U.S. GAAP to provide a more complete understanding of the trends affecting the business.
Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful than, amounts determined in accordance with U.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are: 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.
The Company does not provide a reconciliation of Adjusted EBITDA guidance due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for restructuring and transaction costs, stock-based compensation amounts and other charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.
About Tribune Publishing Company
Tribune Publishing Company (NASDAQ: TPCO) is a media company rooted in award-winning journalism. Headquartered in Chicago, Tribune Publishing operates local media businesses in eight markets with titles including the Chicago Tribune, New York Daily News, The Baltimore Sun, Hartford Courant, South Florida's Sun Sentinel and Orlando Sentinel, Virginia’s Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. In addition to award-winning local media businesses, Tribune Publishing operates Tribune Content Agency and TheDailyMeal.com.
Our brands are committed to informing, inspiring and engaging local communities. We create and distribute content across our media portfolio and offer integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.
Investor Relations Contact:
Amy Bullis
312.222.2102
abullis@tribpub.com
Media Contact:
Max Reinsdorf
847.867.6294
mreinsdorf@tribpub.com
Source: Tribune Publishing
