10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File No. 001-36230

TRIBUNE PUBLISHING COMPANY

(Exact name of registrant as specified in its charter) 

Delaware	38-3919441
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
160 N. Stetson Avenue
Chicago, Illinois	60601
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (312) 222-9100

Former name, former address and former fiscal year, if changed since last report.

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TPCO	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑   No ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑   No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” an “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☑
Non-accelerated filer ☐	Smaller reporting company ☐
	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. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 3, 2020
Common Stock, $0.01 par value	36,522,269

1

	TRIBUNE PUBLISHING COMPANY
	FORM 10-Q
	TABLE OF CONTENTS
		Page
PART I	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	36
PART II	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39
	SIGNATURES	41

1

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q, as well as the information contained in the notes to our Consolidated Financial Statements, include certain 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 this Quarterly Report on Form 10-Q. For more information about these and other risks, see “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 11, 2020, and in our other filings with the SEC.

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 Quarterly Report on Form 10-Q. 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.

2

PART I.

Item 1. Financial Statements

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Operating revenues	$	183,100	$	250,327	$	399,585	$	494,852
Operating expenses:
Compensation	70,265		95,808		167,093		193,517
Newsprint and ink	7,399		15,118		18,119		31,221
Outside services	66,169		80,425		141,211		164,238
Other operating expenses	30,073		39,223		65,491		81,441
Depreciation and amortization	9,869		11,648		19,342		23,732
Impairment	—		—		51,049		—
Total operating expenses	183,775		242,222		462,305		494,149
Income (loss) from operations	(675)		8,105		(62,720)		703
Interest income (expense), net	(185)		315		(215)		535
Loss on equity investments, net	(117)		(555)		(117)		(1,042)
Other income (expense), net	449		(56)		836		17
Income (loss) from continuing operations before income taxes	(528)		7,809		(62,216)		213
Income tax expense (benefit)	(2,084)		2,465		(19,766)		(417)
Net income (loss) from continuing operations	1,556		5,344		(42,450)		630
Plus: Loss from discontinued operations, net of taxes	—		(722)		—		(722)
Net income (loss)	1,556		4,622		(42,450)		(92)
Less: Income attributable to noncontrolling interest	2,162		1,926		3,492		1,887
Net income (loss) attributable to Tribune common stockholders	$	(606)	$	2,696	$	(45,942)	$	(1,979)
Net income (loss) from continuing operations available to Tribune common stockholders, per common share:
Basic	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)
Diluted	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)
Net income (loss) available to Tribune common stockholders, per common share:
Basic	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)
Diluted	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)
Weighted average shares outstanding:
Basic	36,462		35,711		36,378		35,669
Diluted	36,462		35,866		36,378		35,669

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Net income (loss)	$	1,556	$	4,622	$	(42,450)	$	(92)
Comprehensive income (loss), net of taxes:
Amortization of items to periodic pension cost during the period, net of taxes of ($8), ($23), ($17) and ($46), respectively	(21)		(59)		(44)		(118)
Foreign currency translation	(7)		(10)		(7)		(12)
Comprehensive income (loss)	1,528		4,553		(42,501)		(222)
Less: Comprehensive income attributable to noncontrolling interest	2,162		1,926		3,492		1,887
Comprehensive income (loss) attributable to Tribune common stockholders	$	(634)	$	2,627	$	(45,993)	$	(2,109)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

	June 28, 2020		December 29, 2019
Assets
Current assets
Cash	$	80,515	$	60,963
Accounts receivable, net	77,771		112,754
Inventories	3,724		4,820
Prepaid expenses and other current assets	23,424		15,114
Total current assets	185,434		193,651
Property, plant and equipment
Machinery, equipment and furniture	105,186		119,859
Buildings and leasehold improvements	77,635		86,403
	182,821		206,262
Accumulated depreciation	(94,687)		(84,530)
	88,134		121,732
Advance payments on property, plant and equipment	1,952		2,181
Property, plant and equipment, net	90,086		123,913
Other assets
Goodwill	115,197		117,675
Intangible assets, net	58,632		69,165
Software, net	20,101		20,736
Lease right-of-use asset	71,920		99,480
Restricted cash	33,449		37,290
Deferred income taxes	11,569		6,911
Other long-term assets	13,172		13,457
Total other assets	324,040		364,714
Total assets	$	599,560	$	682,278

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED CONDENSED BALANCE SHEETS (continued)

(In thousands, except per share data)

(Unaudited)

	June 28, 2020		December 29, 2019
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	36,035	$	46,482
Employee compensation and benefits	32,343		36,305
Deferred revenue	40,397		42,773
Current portion of long-term lease liability	28,559		25,380
Current portion of long-term debt	6,995		105
Other current liabilities	23,123		24,317
Total current liabilities	167,452		175,362
Non-current liabilities
Long term lease liability	87,247		98,847
Workers’ compensation, general liability and auto insurance payable	22,862		24,192
Pension and postretirement benefits payable	17,072		20,338
Deferred revenue	2,332		2,504
Long-term debt	56		6,857
Other obligations	11,248		5,851
Total non-current liabilities	140,817		158,589
Noncontrolling interest	—		63,501
Stockholders’ equity
Preferred stock, $0.01 par value. Authorized 30,000 shares; no shares issued or outstanding at June 28, 2020 and December 29, 2019	—		—
Common stock, $0.01 par value. Authorized 300,000 shares; 38,455 shares issued and 36,501 shares outstanding at June 28, 2020; 38,017 shares issued and 36,064 shares outstanding at December 29, 2019	384		380
Additional paid-in capital	180,323		177,957
Retained earnings	79,432		135,001
Noncontrolling interest	59,715		—
Accumulated other comprehensive income (loss)	(2,403)		(2,352)
Treasury stock, at cost - 1,954 shares at June 28, 2020 and December 29, 2019	(26,160)		(26,160)
Total stockholders’ equity	291,291		284,826
Total liabilities and stockholders’ equity	$	599,560	$	682,278

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED STATEMENT OF EQUITY

(In thousands)

(Unaudited)

	Common Stock			Additional Paid in Capital		Retained Earnings		Non controlling Interest		AOCI		Treasury Stock		Total Equity
	Shares	Amount
Balance at December 29, 2019	38,018	$	380	$	177,957	$	135,001	$	—	$	(2,352)	$	(26,160)	$	284,826
Reclassification of noncontrolling interest ("NCI") from temporary equity	—	—		—		—		64,133		—		—		64,133
Comprehensive income (loss)	—	—		—		(45,336)		1,020		(23)		—		(44,339)
Dividends declared to common stockholders	—	—		—		(9,305)		—		—		—		(9,305)
Dividends declared to NCI	—	—		—		—		(5,200)		—		—		(5,200)
NCI carrying value adjustment	—	—		—		(322)		—		—		—		(322)
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions	320	3		(3)		—		—		—		—		—
Stock-based compensation	—	—		1,592		—		—		—		—		1,592
Withholding for taxes on RSU conversions	—	—		(533)		—		—		—		—		(533)
Balance at March 29, 2020	38,338	383		179,013		80,038		59,953		(2,375)		(26,160)		290,852
Comprehensive income (loss)	—	—		—		(606)		2,162		(28)		—		1,528
Dividends declared to NCI	—	—		—		—		(2,400)		—		—		(2,400)
Issuance of stock from restricted stock and RSU conversions	117	1		(1)		—		—		—		—		—
Stock-based compensation	—	—		1,540		—		—		—		—		1,540
Withholding for taxes on RSU conversions	—	—		(229)		—		—		—		—		(229)
Balance at June 28, 2020	38,455	$	384	$	180,323	$	79,432	$	59,715	$	(2,403)	$	(26,160)	$	291,291

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED STATEMENT OF EQUITY (continued)

(In thousands)

(Unaudited)

	Common Stock			Additional Paid in Capital		Retained Earnings (Deficit)		AOCI		Treasury Stock		Total Equity
	Shares	Amount
Balance at December 30, 2018	37,551	$	376	$	166,668	$	232,401	$	27	$	(26,160)	$	373,312
Cumulative effect of adoption of leasing standard	—	—		—		(1,787)		—		—		(1,787)
Adjusted balance at December 30, 2018	37,551	376		166,668		230,614		27		(26,160)		371,525
Comprehensive loss attributable to controlling interests	—	—		—		(4,675)		(61)		—		(4,736)
Issuance of stock from restricted stock and RSU conversions	67	—		—		—		—		—		—
Stock-based compensation	—	—		5,737		—		—		—		5,737
Withholding for taxes on RSU conversions	—	—		(13)		—		—		—		(13)
Balance at March 31, 2019	37,618	376		172,392		225,939		(34)		(26,160)		372,513
Comprehensive income (loss) attributable to controlling interests	—	—		—		2,696		(69)		—		2,627
Dividends to common stockholders	—	—		—		(55,755)		—		—		(55,755)
Issuance of stock from restricted stock and RSU conversions	68	1		(1)		—		—		—		—
Stock-based compensation	—	—		2,914		—		—		—		2,914
Balance at June 30, 2019	37,686	$	377	$	175,305	$	172,880	$	(103)	$	(26,160)	$	322,299

The accompanying notes are an integral part of these unaudited consolidated financial statements.

8

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six months ended
	June 28, 2020		June 30, 2019
Operating Activities From Continuing Operations
Net income (loss) from continuing operations	$	(42,450)	$	630
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	19,342		23,732
Impairment	51,049		—
Stock compensation expense	3,132		8,651
Loss on equity investments, net	117		1,042
Gain on sale of property	(5,069)		—
Deferred income taxes	(4,658)		1,822
Pension contribution	(2,501)		(1,054)
Postretirement benefits expense	(765)		(782)
Changes in working capital items:
Accounts receivable, net	37,236		33,417
Prepaid expenses, inventories and other current assets	(2,407)		(7,088)
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities	(22,514)		(42,527)
Other, net	(200)		(274)
Net cash provided by operating activities	30,312		17,569
Investing Activities From Continuing Operations
Capital expenditures	(6,549)		(9,288)
Proceeds from the sale of property, plant and equipment	9,451		—
Other, net	—		(179)
Net cash provided by (used for) investing activities	2,902		(9,467)
Financing Activities From Continuing Operations
Repayments of capital lease obligations	(50)		(303)
Dividends paid to common stockholders	(9,091)		—
Dividends paid to noncontrolling interest	(7,600)		(3,400)
Withholding for taxes on restricted stock unit vesting	(762)		(13)
Net cash used for financing activities	(17,503)		(3,716)
Increase in cash attributable to continuing operations	$	15,711	$	4,386

The accompanying notes are an integral part of these unaudited consolidated financial statements.

9

TRIBUNE PUBLISHING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(In thousands)

(Unaudited)

	Six months ended
	June 28, 2020		June 30, 2019
Cash flows used for operating activities from discontinued operations, net	$	—	$	(5,971)
Cash flows provided by investing activities from discontinued operations, net	—		—
Cash flows used for financing activities from discontinued operations, net	—		—
Decrease in cash attributable to discontinued operations	—		(5,971)
Net increase (decrease) in cash	15,711		(1,585)
Cash, cash equivalents and restricted cash, beginning of period	98,253		141,507
Cash, cash equivalents and restricted cash, end of period	$	113,964	$	139,922

The accompanying notes are an integral part of these unaudited consolidated financial statements.

10

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business—Tribune Publishing Company was formed as a Delaware corporation on November 21, 2013. Tribune Publishing Company together with its subsidiaries (collectively, the “Company” or “Tribune”) is a media company rooted in award-winning journalism. Headquartered in Chicago, the Company 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, Orlando Sentinel, Virginia’s Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. Tribune also operates Tribune Content Agency (“TCA”) and is the majority owner in BestReviews LLC (“BestReviews”).

Fiscal Periods—The Company’s fiscal year ends on the last Sunday in December. Fiscal year 2020 ends on December 27, 2020 and fiscal year 2019 ended on December 29, 2019. Fiscal year 2020 and 2019 are 52-week years with 13 weeks in each quarter.

Basis of Presentation—The accompanying unaudited Consolidated Financial Statements and notes of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of Tribune as of June 28, 2020 and December 29, 2019 and the results of operations for the three and six months ended June 28, 2020 and June 30, 2019, respectively, and the cash flows for the three and six months ended June 28, 2020 and June 30, 2019, respectively. This includes all normal and recurring adjustments and elimination of intercompany transactions. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The year-end Consolidated Balance Sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

The Company assesses its operating segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” In the first quarter of 2020, the Company realigned its operations, combining the print and digital operations of its media groups together under the leadership of the Chief Executive Officer, who is also the chief operating decision maker for Tribune, as defined in ASC Topic 280. As a result of the realignment, beginning in the first quarter of 2020, the Company no longer reports separate segment results for its print and digital operations. Prior to the first quarter of fiscal 2020, Tribune was managed by its chief operating decision maker as two segments, segment M and segment X.

Accounting standards adopted in 2020—In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Topic 326, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and requires the use of an “expected loss” model for instruments measured at amortized cost. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this standard effective the beginning of fiscal year 2020 and the adoption did not have a material effect on the Company’s consolidated financial statements. See Note 2 for additional information related to the expected credit losses.

In December 2019, the FASB issued ASU 2019-12, Topic 740, Income Taxes, which simplifies accounting for income taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to intraperiod tax allocation, the interim period tax calculation and deferred tax liabilities. ASU 2019-12 is applied prospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted the standard effective the beginning of fiscal year 2020. See Note 11 for additional information related to the Company’s income taxes.

NOTE 2: EXPECTED CREDIT LOSSES

Tribune holds financial assets in the form of accounts receivable that are primarily generated from advertising revenues, certain circulation-related revenues and commercial print and delivery revenues, and are grouped as such. The accounts receivable and allowance for doubtful accounts are analyzed under the expected credit losses method. Payment

11

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

terms vary by revenue stream. Classified advertising and home delivery circulation terms are usually prepaid with advertising having terms of 30 to 60 days. Credit is extended based on an evaluation of each customer’s financial condition, and generally collateral is not required

For accounts receivable, Tribune uses an aging expected credit losses method that includes forward-looking qualitative factors when they arise. The Company has identified the market effects of the COVID-19 pandemic as a forward-looking qualitative factor to be considered. The Company uses an analysis of 24-months of collection and write off history to calculate historical loss percentages by aging group, which are applied to all accounts within the aging group. Specific reserves are reviewed and handled on a case by case basis. Accounts receivable balances outstanding for a year are reserved at 100%. As customer balances are determined to be uncollectible, the balances are written off against the allowance for doubtful accounts. Included in the allowance for doubtful accounts are amounts for sales adjustments not related to expected credit losses; such as, rebates, billing adjustments, and returns. The credit loss expense was $1.2 million and $4.2 million for the three and six months ended June 28, 2020, respectively, and is included in other operating expenses on the Consolidated Statements of Income (Loss).

A summary of the activity with respect to the allowance for doubtful accounts for the six months ended June 28, 2020 is as follows (in thousands):

Accounts receivable allowance balance at December 29, 2019	$	9,674
Current period provision	4,205
Write offs	(3,631)
Sales adjustments, net	117
Accounts receivable allowance balance at June 28, 2020	$	10,365

Accounts receivable, net, at June 28, 2020 and December 29, 2019, consisted of the following (in thousands):

	June 28, 2020		December 29, 2019
Accounts receivable	$	88,136	$	122,428
Less: Allowance for doubtful accounts	10,365		9,674
Accounts receivable, net	$	77,771	$	112,754

NOTE 3: LEASES

Tribune’s leased facilities total approximately 4.2 million square feet in the aggregate. The Company currently has leased newspaper production facilities in Connecticut, Florida, Illinois, Maryland and New Jersey, however Tribune owns substantially all of the production equipment. For printing plants, the initial lease term is ten years with two options to renew for additional ten year terms. For distribution facilities, the initial lease term is generally five years, with options to renew either two or three additional five year terms. For office space, lease terms range from two to thirteen years. The Company has rent escalations, rent holidays and leasehold improvement incentives which are included in the determination of the right-of-use (“ROU”) and the lease liabilities.

Tribune subleases certain facilities that total approximately 0.1 million square feet in aggregate. The terms of these subleases are from two to ten years and expire between 2020 and 2023.

Lease Restructuring, Abatements and Deferrals

Effective April 1, 2020, and in light of the COVID-19 pandemic, the Company withheld payment of April, May and June rent related to a majority of its facilities and requested rent relief from the lessors in various forms, including lease restructuring, rent abatement, deferrals or lease terminations. The terms of the Company’s facility leases generally provide the lessors a number of remedies for late payment, including late fees, interest on amounts past due, the right to draw on any letter of credit supporting the lease, the right to terminate the lease with termination payments, including acceleration of certain future rents net of landlord mitigation amounts, or the right to terminate our possession of the facility, among others.

12

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The Company has been notified by a number of lessors that it is in default and certain of such lessors have formally filed complaints in their local jurisdictions. The Company is negotiating with such lessors on terms of the rent relief and the lessors’ remedies and is responding timely to all filed complaints.

Lease Abatements and Deferrals

In April 2020, the FASB staff issued interpretive guidance on the accounting for lease concessions that are related to the effects of the COVID-19 pandemic. Tribune has elected to apply the guidance to the lease concessions that have been secured. As of April 2020, the Company began recognizing rent abatements or deferrals received from landlords as reductions in variable lease payments. This election will continue while these abatements or deferrals are in effect. Through June 28, 2020, the Company has secured rent abatements and deferrals for approximately 11 leases.

Lease Restructuring

In the three months ended June 28, 2020, the Company completed modifications for 13 leases. These modifications included various changes to the terms of the leases including deferrals and abatements in exchange for term extensions for periods of 3 months to 22 months. The impact of these modifications is not material.

Lease Terminations

The Company has negotiated lease terminations with lessors on 4 leases. Some of the lease termination agreements required forfeiture of the security deposit as well as various payments, such as past due rents, repair fees, and termination fees. For the three and six months ended June 28, 2020 the Company has recorded termination-related expenses, such as forfeiture of deposits, past due rents, repairs, and early termination fees of $0.4 million that are included in other operating expense on the Consolidated Statements of Income (Loss).

Below is a summary of information related to the Company’s leases (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Lease Cost:
Finance lease cost:
Amortization of ROU assets	$	53	$	79	$	131	$	157
Interest on lease liabilities	29		26		57		52
Operating lease cost	5,930		7,112		13,191		14,247
Short-term lease costs	153		217		343		578
Variable lease costs	1,469		1,945		3,183		3,570
Sublease income	(687)		(443)		(1,430)		(1,572)
Total lease cost	$	6,947	$	8,936	$	15,475	$	17,032

Below is a summary of the supplemental cash flow information related to leases (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	12,370	$	20,431
Operating cash flows used for finance leases	—		60
Financing cash flows used for finance leases	$	50	$	303
ROU assets obtained in exchange for new operating lease liabilities	$	2,032	$	2,159

13

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Below is a summary of the weighted average remaining lease terms and weighted average discount rates related to leases for the six months ended June 28, 2020:

Weighted average remaining lease term - finance leases (in years)	0.6 years
Weighted average remaining lease term - operating leases (in years)	5.7 years
Weighted average discount rate - finance leases	5.75	%
Weighted average discount rate - operating leases	4.74	%

Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of the six months ended June 28, 2020, are as follows (in thousands):

	Operating Leases		Finance Leases		Subleases
2020, remaining	$	18,690	$	50	$	1,375
2021	28,745		6,949		2,163
2022	26,638		—		1,620
2023	17,084		—		1,579
2024	9,560		—		—
Thereafter	33,051		—		—
Total future lease payments	133,768		6,999		6,737
Less: Imputed interest	17,244		65		—
Net future minimum lease payments	$	116,524	$	6,934	$	6,737

Lease Abandonment

During the first quarter of 2020, the Company permanently vacated 21,952 square feet of office space in Chicago and 17,960 square feet of office space in Los Angeles. The abandonment of the office space is an indicator of impairment and the Company assessed the lease ROU assets and leasehold improvements for impairment. Estimates of fair value include Level 3 inputs which are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. To calculate the fair value of the vacated space, the Company used the discounted cash flows from estimated sublease payments and compared the result to the sum of the carrying values of the lease ROU asset and the leasehold improvements. The discount rate used is a market place lessor's expected rate of return. During the six months ended June 28, 2020, the Company recorded non-cash impairment charges of $2.8 million related to the impairment of the lease ROU assets and $4.2 million related to the impairment of the leasehold improvements associated to the vacated office space.

Subsequent to June 28, 2020, the Company reached agreements to terminate an additional 4 leases with additional leases still in negotiations. Leased space in Los Angeles permanently vacated and discussed above was terminated effective on July 1, 2020 upon agreement with the lessor. The termination agreement includes a termination fee of $1.3 million, comprised of the forfeited deposit and cash of $1.2 million that was paid upon termination. The termination resulted in a gain of $0.3 million that will be recognized in the third quarter of 2020.

NOTE 4: REVENUE RECOGNITION

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services. Revenues are recognized as performance obligations are satisfied at either a point in time, such as when an advertisement is published, or over time, such as content licensing.

14

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The Company receives a significant portion of the payments from its subscribers in advance of the delivery of the content either in print or digitally. These up-front payments and fees are recorded as deferred revenue upon receipt and generally require deferral of revenue recognition to a future period until the Company performs its obligations under the subscription agreement. The deferred revenue is recognized as revenue as the content is delivered. The deferred revenue is considered a contract liability under ASC 606. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. Therefore, the Company has no contract assets as defined under ASC 606. As of December 29, 2019, the Company had a contract liabilities balance of $45.3 million, of which $37.7 million has been recognized as revenue in the six months ended June 28, 2020.

The Company’s revenues disaggregated by type of revenue is as follows (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Print	$	38,082	$	79,814	$	95,996	$	155,667
Digital	15,679		23,738		34,581		44,653
Advertising	53,761		103,552		130,577		200,320
Print	77,122		84,809		158,313		171,490
Digital	10,133		6,762		18,954		12,956
Circulation	87,255		91,571		177,267		184,446
Commercial print & delivery	17,098		23,902		39,014		48,361
Direct mail	5,056		8,940		12,666		17,578
Content syndication and other	19,930		22,362		40,061		44,147
Other	42,084		55,204		91,741		110,086
Total operating revenues	$	183,100	$	250,327	$	399,585	$	494,852

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within compensation in the accompanying Consolidated Statements of Income (Loss). Additionally, the Company does not disclose the value of unsatisfied performance obligations because the vast majority of contracts have original expected lengths of one year or less and payment terms are generally short-term in nature unless a customer is in bankruptcy.

NOTE 5: CHANGES IN OPERATIONS

The Company continually assesses its operations in an effort to identify opportunities to enhance operational efficiencies and reduce expenses. In the past these activities have included, and could include in the future, outsourcing of various functions or operations, abandonment of leased space and other activities which may result in changes to employee headcount.

Employee Reductions

During the six months ended June 28, 2020, the Company implemented reductions in staffing levels in its operations of 568 positions for which the Company recorded pretax charges related to these reductions and executive separation totaling $23.0 million.

The 2020 severance charge included reductions for 199 positions related to a Voluntary Severance Incentive Plan (“2020 VSIP”) initiated in the first quarter of 2020. The 2020 VSIP provided enhanced separation benefits to eligible employees with more than eight years of service. The Company plans to fund the 2020 VSIP ratably over the payout period through salary continuation. The related salary continuation payments began during the first quarter of 2020 and are expected to continue through the third quarter of 2021.

The 2020 severance charge also included reductions for 141 positions related to the Company’s decision during the second quarter of 2020 to contract with a third party to outsource the printing and packaging of The Virginian-Pilot. The

15

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

services will be fully transitioned to the third party by the end of the third quarter. The related salary continuation payments began during the second quarter of 2020 and are expected to continue through the third quarter of 2021.

Additionally, included in the 2020 severance charge was approximately $0.6 million related to the separation of the Company’s former CEO, which included continuation of his base salary for one year through February 2021, his bonus for 2019, and certain benefit continuation.

During the six months ended June 30, 2019, the Company implemented reductions in staffing levels in its operations of 105 positions for which the Company recorded pretax charges related to these reductions and executive separations totaling $6.7 million. These reductions included 23 positions related to the voluntary severance incentive plan initiated in the fourth quarter of 2018. The related salary continuation payments began during the first quarter of 2019 and ended during the first quarter of 2020.

Included in the 2019 severance charge was approximately $4.0 million related to the separation of the Company’s former CEO and two senior executives in the digital space. Each of these employees had employment contracts which provided for immediate payout of any contractual compensation under the employment agreement in the event of separation. These employment agreements were amended to permit payment of the severance as salary continuation over the remainder of 2019, during which time equity-based awards continued to vest. The severance payments to these executives, including compensation and medical benefits, if any, were accrued in the first quarter of 2019. Additionally, as a result of the separation the Company recognized accelerated stockbased compensation expense during the six months ended June 30, 2019 of $1.5 million.

A summary of the activity with respect to the Company’s severance accrual for the six months ended June 28, 2020 is as follows (in thousands):

Balance at December 29, 2019	$	2,580
Provision	23,029
Payments	(12,588)
Balance at June 28, 2020	$	13,021

Charges for severance and related expenses are included in compensation expense in the accompanying Consolidated Statements of Income (Loss).

Other Changes

On July 23, 2019, the Company entered into an agreement to sell real property located in Norfolk, Virginia for a cash sales price of $9.5 million. The sale closed on January 22, 2020. The Company received net proceeds of $9.0 million and recorded a pre-tax gain during the six months ended June 28, 2020 of $5.2 million related to the sale. The gain is included as a reduction in other operating expenses in the Company’s Consolidated Statements of Income (Loss).

As a result of the printing and packaging outsourcing at The Virginian-Pilot discussed above, certain assets required to print and package the The Virginian-Pilot will no longer be used as of the transition date, therefore the Company is recognizing accelerated depreciation on the equipment. As a result, the Company recognized $2.3 million in accelerated depreciation in the three and six months ended June 28, 2020. These charges are included in depreciation and amortization expenses in the accompanying Consolidated Statements of Income (Loss).

NOTE 6: DISCONTINUED OPERATIONS

On June 18, 2018, the Company completed the sale of the Los Angeles Times, The San Diego Union-Tribune and various other titles of the Company’s California properties (“California Properties”) to Nant Capital, LLC (“Nant Capital”) for an aggregate purchase price of $500.0 million in cash, plus the assumption of unfunded pension liabilities related to the San Diego Pension Plan, less a post-closing working capital adjustment to the buyer of $9.7 million (the "Nant Transaction").

16

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

As part of the Nant Transaction, the Company provided Nant Capital indemnification with respect to certain legal matters which were at various states of adjudication at the date of the sale. On August 19, 2019, the Los Angeles Times received an unfavorable jury verdict in an indemnified employment litigation matter. The Company successfully challenged the jury verdict by post-trial motions, and as a result, the verdict has been set aside and a new trial has been ordered.

During the three and six months ended June 30, 2019, the Company made adjustments to certain reserves related to indemnified liabilities of $1.0 million and recorded $0.3 million in a tax benefit. There were no discontinued operations in the six months ended June 28, 2020.

NOTE 7: RELATED PARTY TRANSACTIONS

Transition Services Agreement with NantMedia Holdings, LLC

In connection with the closing of the Nant Transaction, the Company entered into a transition services agreement (“TSA”) with NantMedia Holdings, LLC (“NantMedia”), providing for up to twelve months of transition services between the parties at negotiated rates approximating cost. On January 17, 2019, this agreement was amended to extend the date of the TSA to June 30, 2020. Either party could discontinue all or a portion of the services being provided to such party by providing 60 days advance notice.

As the operational transition winds-down, there are certain costs that the Company paid on behalf of NantMedia due to commingled contracts and processes. Such costs include newsprint, rent, benefits, and other operating activities. The TSA provides for reimbursement to the Company for such charges until the contracts and processes can be separated. Additionally, the Company receives some revenue payments related to commingled revenue contracts that include the California Properties. These payments are reimbursed to NantMedia. A summary of the activity with respect to the TSA is as follows (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Accounts receivable from Nant Capital beginning balance	$	6,015	$	10,775	$	6,118	$	17,909
Revenue for TSA services	932		5,948		2,679		12,954
Reimbursable costs	12,283		13,332		27,282		29,677
Amounts received for TSA services	(1,281)		(6,537)		(2,953)		(12,403)
Amounts received for reimbursable costs	(12,861)		(14,775)		(28,298)		(40,013)
Amounts reimbursed to Nant for amounts collected from third parties under commingled revenue contracts	153		7,011		971		13,076
Amounts collected from third parties under commingled revenue contracts	—		(6,787)		(558)		(12,233)
Accounts receivable balance from NantMedia at quarter end (1)	$	5,241	$	8,967	$	5,241	$	8,967

(1) - The accounts receivable from NantMedia balance as of June 28, 2020 consists of $3.4 million of charges which had been billed and $1.9 million of charges which had not been billed as of that date.

NOTE 8: INVENTORIES

Inventories at June 28, 2020 and December 29, 2019 consisted of the following (in thousands):

	June 28, 2020		December 29, 2019
Newsprint	$	3,367	$	4,510
Supplies and other	357		310
Total inventories	$	3,724	$	4,820

Inventories are stated at the lower of cost or net realizable value determined using the first-in, first-out basis for all inventories.

17

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 9: LONG-LIVED ASSETS

Tribune reviews long-lived assets, such as property, plant and equipment, and lease ROU assets for impairment annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 360, “Property, Plant and Equipment.” For the first quarter of 2020, the Company identified the market effects of the COVID-19 pandemic as an economic indicator that an interim evaluation was required for certain asset groups. Under ASC Topic 360, an impairment exists if the carrying value of an asset group exceeds its fair value and is considered not recoverable.

As a result of the Company’s evaluation, the Company determined the carrying value for the long-lived assets for the New York Daily News Media Group were impaired. To determine the fair value of the long-lived assets for the New York Daily News, the Company valued the production assets and real estate using the market approach. The remaining assets were valued under an income approach. Estimates of fair value include Level 3 inputs as they are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. Thus, changes in key assumptions from period to period could significantly affect the estimates of fair value. During the six months ended June 28, 2020, the Company recorded non-cash impairment charges of $16.1 million related to property, plant and equipment, $14.5 million related to lease ROU assets and $4.0 million related to other long-lived assets. The impairment charges resulted primarily from a decline in the fair value due to lower projected cash flows versus historical estimates.

NOTE 10: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets at June 28, 2020 and December 29, 2019, consisted of the following (in thousands):

	June 28, 2020						December 29, 2019
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Goodwill	$	115,197			$	115,197	$	117,675			$	117,675
Newspaper mastheads (1)	$	27,735	$	—	$	27,735	$	34,826	$	—	$	34,826
Subscribers (useful life of 2 to 10 years)	7,312		(5,985)		1,327		7,312		(5,642)		1,670
Advertiser relationships (useful life of 2 to 13 years)	27,648		(16,258)		11,390		27,648		(15,002)		12,646
Trade names (useful life of 20 years)	15,100		(4,470)		10,630		15,100		(4,093)		11,007
Other (useful life of 1 to 20 years)	16,181		(8,631)		7,550		16,181		(7,165)		9,016
Total intangible assets	$	93,976	$	(35,344)	$	58,632	$	101,067	$	(31,902)	$	69,165
Software (useful life of 2 to 10 years)	$	145,094	$	(124,993)	$	20,101	$	140,727	$	(119,991)	$	20,736

(1) - Intangible assets not subject to amortization.

Tribune reviews goodwill and other indefinite-lived intangible assets for impairment annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350, “Intangibles-Goodwill and Other.” For the first quarter of 2020, the Company identified the market effects of the COVID-19 pandemic as an economic indicator that an interim evaluation was required. Under ASC Topic 350, the impairment review of goodwill and other intangible assets not subject to amortization must be based on estimated fair values. Impairment would occur when the carrying amount of a reporting unit with recorded goodwill or an individual masthead is greater than its fair value. The Company has determined that the reporting units at which goodwill will be evaluated are the eight newspaper media groups, TCA and BestReviews.

Estimates of fair value include Level 3 inputs as they are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. Thus, changes in key assumptions from period to period could significantly affect the estimates of fair value. Significant assumptions used in the fair value estimates include projected revenues and related growth rates over time (for the first quarter 2020 impairment test, the perpetuity growth (decline) rates used ranged from (22.1)% to 2.4%), forecasted revenue growth rates (for the first quarter 2020 impairment test, forecasted revenue growth (decline) ranged from (29.0)% to 17.9%), projected operating cash flow margins, estimated tax rates,

18

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

depreciation expense, capital expenditures, required working capital needs, and an appropriate risk-adjusted weighted-average cost of capital (for the first quarter 2020, the weighted average cost of capital used was 10.0% for print and ranged from 12.3% to 13.3% for digital properties). As of March 29, 2020, the Orlando Sentinel Media Group and the Sun Sentinel Media Group’s carrying values exceeded their fair values and the Company recorded non-cash impairment charges of $1.3 million and $1.1 million, respectively, during the six months ended June 28, 2020. The impairment charges resulted primarily from a decline in the fair value due to lower projected cash flows versus historical estimates. After these impairment charges, the calculated fair value of the Company’s reporting units with remaining goodwill balances exceeded their carrying values by at least 85.0%, except for the New York Daily News Media Group, which has a negative carrying value and goodwill of $1.4 million. As of June 28, 2020, the accumulated goodwill impairment charges to date are $18.8 million.

For mastheads, the calculated fair value includes Level 3 inputs and was determined using the royalty savings method. The key assumptions used in the fair value estimates under the royalty savings method are revenue and market growth, royalty rates for newspaper mastheads (for first quarter 2020, the royalty rate used ranged from 0.8% to 4.9%), estimated tax rates, an appropriate risk-adjusted weighted-average cost of capital (for the first quarter 2020, the weighted average cost of capital used was 10.0% for print and ranged from 12.3% to 13.3% for digital properties). These assumptions reflect Tribune’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of Tribune’s control. For mastheads as of the measurement date, the calculated fair value exceeded the carrying value by more than 100% in all instances, except for the Sun Sentinel Media Group and the New York Daily News Media Group. As of March 29, 2020, the Sun Sentinel Media Group and the New York Daily News Media Group masthead carrying values exceeded their fair values and the Company recorded non-cash impairment charges of $6.3 million and $0.8 million, respectively, during the six months ended June 28, 2020.

The changes in the carrying amounts of goodwill and newspaper mastheads during the six months ended June 28, 2020 is as follows (in thousands):

	Goodwill		Newspaper mastheads
Balance at December 29, 2019	$	117,675	$	34,826
Impairment	(2,478)		(7,091)
Balance at June 28, 2020	$	115,197	$	27,735

NOTE 11: INCOME TAXES

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act permits deferral of the payment of certain taxes due in 2020 including employer portion of social security tax. The Company elected to defer payment of the employer portion of social security tax. The CARES Act also included tax law changes such as net operating loss carryback changes and changes in depreciation of qualified improvement property that impact the Company. The Company will continue to assess the effect of the CARES Act and ongoing other government legislation related to COVID-19 that may be issued.

The Company has early adopted ASU 2019-12 which eliminates the rule that limited the interim tax benefit to the tax benefit expected for the year. The adoption has no effect on the Company’s consolidated financial statements with the exception of the change in the interim period tax calculation, which resulted in the Company recording an additional interim tax benefit of $8.3 million during the six months ended June 28, 2020, respectively. Additionally, the three and six months ended June 28, 2020 includes a benefit from the CARES Act relating to the carryback of a loss to a period with a higher tax rate of $0.2 million and $1.0 million, respectively.

For the three and six months ended June 28, 2020, the Company recorded an income tax benefit of $2.1 million and $19.8 million, respectively, which includes the impact of the CARES Act and the early adoption of ASU 2019-12. The effective tax rate on pretax income was 394.7% and 31.8% in the three and six months ended June 28, 2020, respectively. For the three and six months ended June 28, 2020, the rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, income from noncontrolling interest, tax expense related to vesting of stock compensation, non-deductible goodwill impairment and other nondeductible expenses.

19

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

For the three and six months ended June 30, 2019, the Company recorded an income tax expense relating to continuing operations of $2.5 million and an income tax benefit relating to continuing operations of $0.4 million, respectively. The effective tax rate on pretax income was 31.6% and (195.8)% in the three and six months ended June 30, 2019, respectively. For the three and six months ended June 30, 2019, the rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, income from non-controlling interest, tax expense related to vesting of stock compensation, and nondeductible expenses.

NOTE 12: PENSION AND OTHER POSTRETIREMENT BENEFITS

Multiemployer Pension Plans

The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. During the six months ended June 28, 2020, the Company made contributions totaling $3.4 million to the Teamsters Local Union No. 727 Pension Fund (the “Teamsters Fund”), pursuant to its amended rehabilitation plan. The Company expects to contribute an additional $3.9 million during the remainder of 2020. These payments are expensed as the payments become due.

Defined Benefit Plans

The Company is the sponsor of a single-employer defined benefit plan, the Daily News Retirement Plan (the “NYDN Pension Plan”). The NYDN Pension Plan provides benefits to certain current and former employees of the New York Daily News. As of March 31, 2018, future benefits under the NYDN Pension Plan were frozen and no new participants are permitted after that time. The Company contributed $2.5 million to the NYDN Pension Plan in the six months ended June 28, 2020. The Company’s remaining required minimum contribution for 2020 is not material. The CARES Act allows companies to defer making the required minimum contributions until January 1, 2021. Should companies defer making contributions, such deferred contributions accrue interest from the original due date through the payment date. The Company has not deferred any contributions as permitted by the CARES Act.

The components of net periodic benefit for the NYDN Pension Plan are as follows (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Service Cost	$	—	$	(80)	$	—	$	—	Compensation
Interest cost	557		947		1,107		1,759		Other income (expense), net
Expected return on assets	(946)		(938)		(1,892)		(2,107)		Other income (expense), net
Net periodic benefit	$	(389)	$	(71)	$	(785)	$	(348)

Postretirement Benefits Other Than Pensions

The Company provides postretirement health care to retirees pursuant to a number of benefit plans. The plans are frozen for new non-union employees. There is some variation in the provisions of these plans, including different provisions for lifetime maximums, prescription drug coverage and certain other benefits. The components of net periodic benefit credit for the Company’s postretirement health care and life insurance plans are as follows (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Service Cost	$	4	$	4	$	7	$	8	Compensation
Interest cost	7		9		13		19		Other income (expense), net
Amortization of prior service credits	(31)		(82)		(66)		(164)		Other income (expense), net
Amortization of actuarial gains	2		—		5		—		Other income (expense), net
Net periodic benefit	$	(18)	$	(69)	$	(41)	$	(137)

20

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 13: NONCONTROLLING INTEREST

The noncontrolling interest represents the 40% membership interest in BestReviews not owned by the Company. In connection with acquisition of BestReviews, the Company and the seller entered into an amended and restated limited liability company agreement of BestReviews (the “LLC Agreement”). Subject to the terms of the LLC Agreement, the Company had the right to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Call Option”). In addition, the Company was entitled to exercise a one-time right to purchase 25% of the units of membership interest of BestReviews retained by the seller with terms identical to those applicable to the Call Option.

The seller also had the right, beginning three years after closing date of the acquisition, to cause the Company to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Put Option”) at a purchase price to be determined in the same manner as if the Call Option was exercised.

In prior periods, the noncontrolling interest was presented between liabilities and stockholders’ equity within the Company’s Consolidated Condensed Balance Sheets because the Put Option described above could, upon exercise, have required the Company, under certain circumstances, to pay cash to purchase the noncontrolling interest. Each quarter, the carrying value of noncontrolling interest was adjusted to the amount the Company would have been required to pay the noncontrolling interest holders as if the Put Option had been exercised as of the balance sheet date, with an offsetting adjustment to stockholders’ equity. Adjustments to increase or decrease the carrying value of the noncontrolling interest also reduced or increased the amount of net income or loss attributable to Tribune common stockholders for purposes of determining both basic and diluted earnings per share.

On February 3, 2020, the Company and the seller amended the LLC Agreement to, among other things, remove the Put Option and Call Option sections of the LLC Agreement. This amendment eliminated the requirement as of that date in fiscal 2020 and in future periods to adjust the carrying value of the noncontrolling interest to the amount the Company would be required to pay to acquire the noncontrolling interest. Additionally, due to elimination of the Put Option, the noncontrolling interest has been reclassified to the Stockholders’ Equity section of the consolidated balance sheet. During the six months ended June 28, 2020, the Company recorded a carrying value adjustment of $0.3 million related to the period prior to the amendment of the LLC Agreement.

A summary of the activity with respect to noncontrolling interest for the six months ended June 28, 2020 is as follows (in thousands):

Balance at December 29, 2019	$	63,501
Carrying value adjustment	322
Income attributable to noncontrolling interest	310
Reclassification of noncontrolling interest ("NCI") from temporary equity	(64,133)
Balance at June 28, 2020	$	—

The income attributable to the noncontrolling interest for the six months ended June 28, 2020 was $3.5 million with $0.3 million attributed to the noncontrolling interest before the February 3, 2020 amendment as presented above and $3.2 million attributed to the noncontrolling interest after the February 3, 2020 amendment as presented in the Consolidated Statement of Equity.

Subsequent to the February 3, 2020 amendment BestReviews declared and paid dividends in the first quarter of 2020 of $13.0 million to its stockholders. The Company’s portion of these dividends was $7.8 million and the noncontrolling stockholders’ portion was $5.2 million. In June 2020, BestReviews declared and paid dividends of $6.0 million to its stockholders. The Company’s portion of these dividends was $3.6 million and the noncontrolling interest’s portion was $2.4 million. These dividends are presented in the Consolidated Statement of Equity.

21

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 14: EARNINGS (LOSS) PER SHARE

Basic earnings per common share is calculated by dividing net income (loss) attributable to Tribune common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per common share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of common shares under equity-based compensation plans, except where the inclusion of such common shares would have an anti-dilutive impact. In accordance with ASC 260-10-55, net income (loss) from continuing operations is the control number in determining whether potential common shares are dilutive. If there is net loss from continuing operations, all potential common shares are considered anti-dilutive.

Basic and diluted earnings per common share were as follows (in thousands, except per share amounts):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Income (loss) - Numerator:
Net income (loss) from continuing operations	$	1,556	$	5,344	$	(42,450)	$	630
Less: Income attributable to noncontrolling interest	2,162		1,926		3,492		1,887
Less: Noncontrolling interest carrying value adjustment	—		—		322		—
Net income (loss) available to Tribune common stockholders, before discontinued operations	(606)		3,418		(46,264)		(1,257)
Plus: Loss from discontinued operations, net of taxes	—		(722)		—		(722)
Net income (loss) attributable to Tribune common stockholders	$	(606)	$	2,696	$	(46,264)	$	(1,979)
Shares - Denominator:
Weighted average number of common shares outstanding (basic)	36,462		35,711		36,378		35,669
Dilutive effect of employee stock options and RSUs	—		155		—		—
Adjusted weighted average shares outstanding (diluted)	36,462		35,866		36,378		35,669
Basic net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)
Income (loss) from discontinued operations	$	—	$	(0.02)	$	—	$	(0.02)
Basic net income (loss) attributable to Tribune per common share	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)
Diluted net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)
Income (loss) from discontinued operations	$	—	$	(0.02)	$	—	$	(0.02)
Diluted net income (loss) attributable to Tribune per common share	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)

The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 361,608 and 473,274 for the three and six months ended June 28, 2020, respectively. The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 924,887 for the three and six months ended June 30, 2019, respectively.

The number of RSUs that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 666,003 and 660,282 for the three and six months ended

22

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

June 28, 2020, respectively. The number of RSUs that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 1,341,464 and 1,282,973 for the three and six months ended June 30, 2019, respectively.

NOTE 15: STOCKHOLDERS’ EQUITY

Dividends

On February 19, 2020, the Board of Directors declared a cash dividend of $0.25 per share of common stock outstanding. The cash dividend of $9.1 million was paid on March 16, 2020, to shareholders of record as of March 2, 2020. Additionally, the Company accrued dividend equivalents of $0.2 million for RSUs outstanding as of the record date.

On May 8, 2020, the Board of Directors of the Company suspended the Company's quarterly cash dividend program until further notice given the unprecedented economic disruption caused by COVID-19. This action, along with many other operational actions taken at the Company, will help preserve liquidity. The Board of Directors will continue to monitor liquidity needs and capital allocation in the future.

Stock Repurchases

On March 13, 2019, the Board of Directors authorized $25.0 million to be used for stock repurchases for 24 months from the date of authorization. No repurchases were made in the six months ended June 28, 2020.

Significant Shareholders

Alden Funds

Alden Global Opportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. (together, the “Alden Funds”) beneficially own 11,544,213 shares of Tribune common stock, which represented 31.6% of the outstanding shares of Tribune common stock as of June 28, 2020. During November 2019, the Alden Funds acquired 11,544,213 shares of the Company’s common stock. Of those shares, 9,071,529 shares were purchased from Merrick Media and Michael W. Ferro, previously the Company’s non-executive Chairman of the Board, in a private transaction and the remaining shares were purchased on the open market.

On December 1, 2019, the Company entered into a Cooperation Agreement (“Cooperation Agreement”) with the Alden Funds pursuant to which the Board of Directors of the Company (the “Board”) agreed to increase the size of the Board to eight directors and promptly appoint two designees from the Alden Funds (“Alden Designees”) as directors of the Company. Additionally, until June 30, 2020 (“Cooperation Period”), the size of the Board of Directors would not be increased above eight members. Among other provisions, the Cooperation Agreement further provides that during the Cooperation Period, the Alden Funds and their affiliates would be subject to customary standstill restrictions, including (among others) refraining from (i) acquiring securities of the Company if it would result in their ownership of more than 33.0% of the Company’s outstanding shares of common stock, $0.01 par value; (ii) soliciting proxies to vote any securities of the Company; (iii) forming or participating in a “group” in connection with the Company’s voting securities or (iv) otherwise acting alone, or in concert with others, to seek to control or knowingly influence the management, the Board or policies of the Company (the “Standstill Restrictions”); provided that such prohibitions terminate if (a) a person or group that owns more than 15.0% of the issued and outstanding common stock (a “Related Party Investor”) (x) makes any proposal (other than a precatory proposal) at a meeting of the Company’s stockholders or otherwise acts alone, or in concert with others, to seek to control or knowingly influence the management, the Board or policies of the Company, (y) cooperates or otherwise acts in concert with the Board to nominate or elect a director that is proposed by, or is an employee or affiliate of, such Related Party Investor, or (z) acquires beneficial ownership of shares of common stock representing an additional 5.0% or more of the issued and outstanding common stock; (b) the Company enters into a material agreement with any Related Party Investor, other than on arms’ length terms (a “Related Party Agreement”) or alters, amends or modifies in any way a Related Party Agreement, other than on terms no less favorable to the Company than would be obtainable through arms’-length negotiations with a hypothetically similarly situated bona fide third-party; (c) the Company amends, waives or fails to enforce, the terms of any voting agreement or standstill agreement between the Company and a Related Party Investor other than such amendments or waivers that, taken as a whole, make the agreement more restrictive on the Related Party Investor

23

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

or (d) the Alden Designees are not nominated for election at, or are not elected at, the Company’s 2020 annual stockholder meeting. During the Cooperation Period, the Alden Funds and their respective affiliates will vote their shares of common stock in favor of any of the Board’s director nominees and against the removal of any such directors. The Cooperation Agreement expired on June 30, 2020.

On July 1, 2020, the Company entered into an Amended and Restated Cooperation Agreement (the “Amended and Restated Cooperation Agreement”) with the Alden Funds and Alden Global Capital LLC regarding the composition of the Board and related matters. The Amended and Restated Cooperation Agreement provides that the Board of Directors of the Company will increase the size of the Board to seven directors and appoint Randall D. Smith to fill the resulting vacancy. The Board had been reduced to six members at the 2020 annual shareholders meeting when two of the Board members retired. Additionally, until the earlier of June 16, 2021 or the first business day following the Company’s 2021 annual meeting of stockholders, which will be held on or before June 15, 2021 (the “Amended Cooperation Period”), the size of the Board of Directors will not be increased above seven members. The Amended and Restate Cooperation Agreement carried forward from the Cooperation Agreement the Standstill Restrictions, with certain changes to the termination provisions. The threshold for a person or group to become a Related Party Investor was lowered to ownership of more than 10.0% of the Company’s issued and outstanding common stock, and the Standstill Restrictions will terminate only if (a) a Related Party Investor (x) submits a valid stockholders proposal (other than a precatory proposal) at a meeting of the Company’s stockholders or (y) submits a valid notice of nomination to nominate on or more persons for election to the Board at a meeting of the Company’s stockholders; (b) the Company enters into a material agreement with any Related Party Investor, other than a Related Party Agreement or alters, amends or modifies in any way a Related Party Agreement, other than on terms no less favorable to the Company than would be obtainable through arms’-length negotiations with a hypothetically similarly situated bona fide third-party; (c) the Company amends, waives or fails to enforce, the terms of any voting agreement or standstill agreement between the Company and a Related Party Investor other than such amendments or waivers that, taken as a whole, make the agreement more restrictive on the Related Party Investor; (d) any of Ms. Dana Goldsmith Needleman, Mr. Christopher Minnetian, Mr. Randall D. Smith and their successors designated by the Alden Funds are not nominated for election at, or are not elected at, the Company’s 2021 annual stockholder meeting; or (e) on the date that (1) the Company executes a definitive agreement providing for the acquisition of a majority of the outstanding shares of common stock or a majority of the consolidated assets of the Company and its subsidiaries or (2) is 10 business days after commencement of a tender offer that, if consummated, would result in the offeror acquiring a majority of the outstanding shares of common stock and the Board has not recommended against acceptance of such tender offer. The prohibitions described in clause (i) of the Standstill Restrictions above will also terminate on the date that any person or group, other than the Alden Funds and their affiliates, acquires beneficial ownership of shares of common stock that results in such person or group beneficially owning 30.0% or more of the Company’s then-outstanding shares of common stock. During the Amended Cooperation Period, the Alden Funds will (a) vote their shares of common stock in favor of any Company director or any nominee designated by the Compensation, Nominating and Corporate Governance Committee of the Board and against the removal of any Company director and (b) not deposit any shares of common stock that they own or have the right to vote into a voting trust or subject them to a voting agreement or similar arrangement.

Nant Capital, LLC

Dr. Patrick Soon-Shiong, a former director of the Company, together with Nant Capital, beneficially own 8,743,619 shares of Tribune common stock, which represented 24.0% of the outstanding shares of Tribune common stock as of June 28, 2020. California Capital Equity, LLC (“CalCap”) directly owns all of the equity interests of Nant Capital, and CalCap may be deemed to have beneficial ownership of the shares held by Nant Capital. Dr. Soon-Shiong directly owns all of the equity interests of CalCap and may be deemed to beneficially own and share voting power and investment power with Nant Capital over all shares of Tribune common stock beneficially owned by Nant Capital. Under the Securities Purchase Agreement dated May 22, 2016, among the Company, Nant Capital and Dr. Patrick Soon-Shiong (“Nant Purchase Agreement”), Nant Capital and Dr. Soon-Shiong and their respective affiliates are prohibited from transferring shares of the Company’s common stock if the transfer would result in a person beneficially owning more than 4.9% of the Company’s then-outstanding shares of common stock following the transfer, as well as transfers to a material competitor of the Company in any of the Company’s then-existing primary geographical markets.

On January 17, 2019, Dr. Patrick Soon-Shiong, NantMedia and Nant Capital entered into a Standstill and Voting Agreement (“Standstill Agreement”) with the Company. The Standstill Agreement provides that until June 30, 2020, Dr. Patrick Soon-Shiong, Nant Media, and Nant Capital would not (a) make or participate in any solicitation of proxies to vote,

24

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

or seek to advise or knowingly influence any person with respect to the voting of any voting securities of the Company, (b) join or participate in a “group” (as defined in the rules of the SEC) in connection with any securities of the Company or (c) seek to control or knowingly influence the management, board of directors or policies of the Company. Furthermore, under the Standstill Agreement, Dr. Patrick Soon-Shiong, Nant Media and Nant Capital would, until June 30, 2020, vote their shares of common stock (a) in favor of each nominee or director designated by the Nominating and Governance Committee of the Board of Directors at each election of directors and (b) in accordance with the Board’s recommendations on any change of control transaction involving the Company at or above a minimum purchase price. The Company recorded a charge to non-operating expense during the six months ended June 30, 2019 for $0.5 million related to the Standstill Agreement.

Rights Agreement

On July 27, 2020, the Board of the Company declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share of the Company. The dividend is payable on August 7, 2020 to holders of record as of the close of business on that date. The Board has adopted the Rights Agreement to reduce the likelihood that a potential acquirer would gain (or seek to influence or change) control of the Company through acquisitions from other stockholders, open market accumulation or other tactics without paying an appropriate premium for the Company’s shares. In general terms and subject to certain exceptions, it works by imposing a significant penalty upon any person or group (including a group of persons that are acting in concert with each other) that acquires 10.0% or more of the outstanding common stock of the Company without the approval of the Board.

The Rights will expire on July 27, 2021, unless earlier exercised, exchanged, amended or redeemed. The Rights Agreement, which is desccribed more fully in the Company’s Current Report on Form 8-K dated July 28, 2020, includes antidilution provisions designed to prevent efforts to diminish the effectiveness of the Rights.

NOTE 16: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table sets forth the components of accumulated other comprehensive income (loss), net of tax, for the six months ended June 28, 2020, where applicable (in thousands):

	Foreign Currency		OPEB		Pension		Total
Balance at December 29, 2019	$	(60)	$	42	$	(2,334)	$	(2,352)
Amounts reclassified from AOCI	—		(44)		—		(44)
Foreign currency translation adjustments	(7)		—		—		(7)
Balance at June 28, 2020	$	(67)	$	(2)	$	(2,334)	$	(2,403)

The following table presents the amounts and line items in the Consolidated Statements of Income (Loss) where adjustments reclassified from accumulated other comprehensive income (loss) were recorded during the three and six months ended June 28, 2020 and June 30, 2019 (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Pension and postretirement benefit adjustments:
Amortization of prior service credits	$	(31)	$	(82)	$	(66)	$	(164)	Other income, net
Amortization of actuarial gains	2		—		5		—		Other income, net
Total before taxes	(29)		(82)		(61)		(164)
Tax effect	(8)		(23)		(17)		(46)		Income tax expense (benefit)
Total reclassifications for the period	$	(21)	$	(59)	$	(44)	$	(118)

25

TRIBUNE PUBLISHING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 17: CONTINGENCIES

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business. The legal entities comprising our operations are defendants from time to time in actions for matters arising out of their business operations. In addition, the legal entities comprising our operations are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies.

NOTE 18: SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information for each of the periods presented is as follows (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Cash paid during the period for:
Interest	$	194	$	—
Income taxes, net of refunds	(3,895)		7,957

The Company established restricted cash to collateralize outstanding letters of credit related to workers’ compensation obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Consolidated Condensed Balance Sheets that sum to the cash, cash equivalents and restricted cash as reported in the Consolidated Statements of Cash Flows (in thousands):

	June 28, 2020		December 29, 2019
Cash	$	80,515	$	60,963
Restricted cash	33,449		37,290
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	113,964	$	98,253

26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the other sections of this Quarterly Report on Form 10-Q, including the Company’s Consolidated Financial Statements and related Notes filed as part of this Quarterly Report, and “Cautionary Statement Concerning Forward-Looking Statements.” Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and other factors described throughout this Quarterly Report as well as the factors described in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 11, 2020 (“the “2019 Annual Report”), particularly under Item 1A. “Risk Factors,” and in the Company’s other filings with the SEC.

We believe that the assumptions underlying the Consolidated Financial Statements included in this Quarterly Report are reasonable. However, the Consolidated Financial Statements may not necessarily reflect our results of operations, financial position and cash flows for future periods.

OVERVIEW

Tribune Publishing Company was formed as a Delaware corporation on November 21, 2013. Tribune Publishing Company together with its subsidiaries (collectively, the “Company” or “Tribune”) is a media company rooted in award-winning journalism. Headquartered in Chicago, Tribune 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, Orlando Sentinel, Virginia’s Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. Tribune also operates Tribune Content Agency (“TCA”) and is the majority owner in BestReviews LLC (“BestReviews”).

Tribune’s unique and valuable content across its brands have earned a combined 65 Pulitzer Prizes and are committed to informing, inspiring and engaging local communities. Tribune’s brands create and distribute content across our media portfolio, offering integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.

The Company continues to position itself as a leaner, more agile operation in order to sustain itself for the long term. Accordingly, the Company is aggressively flattening its management organization, reducing its real estate footprint and eliminating fixed cost infrastructure as well as continually assessing its operations in an effort to identify opportunities to enhance operational efficiencies and reduce expenses. In the past these activities have included, and could include in the future, outsourcing of various functions or operations, abandonment of leased space and other activities which may result in changes to employee headcount. See Note 5 to the Consolidated Financial Statements for more information on changes in operations in the six months ended June 28, 2020. The Company expects to continue to take actions deemed appropriate to enhance profitability but does not currently know whether or when any such actions will occur or the potential costs and expected savings. Depending on the actions taken and the timing of any such actions, the anticipated cost savings could be recognized in fiscal periods that do not correspond to the fiscal period(s) in which the charges are recognized. As a result, the Company’s net income trends could be impacted and be more difficult to predict.

COVID-19 Update

With the global outbreak of the novel coronavirus (“COVID-19”) and the declaration of a pandemic by the World Health Organization on March 11, 2020, the governments in the states in which Tribune operates have deemed news publishing and media services as “critical infrastructure” providing essential services and information during this global emergency. As a provider of critical infrastructure, Tribune is not subject to business closure requirements and has taken steps to keep employees working safely and news and information being distributed. Tribune remains focused on protecting the health and well being of its employees and the communities in which it operates while assuring the continuity of its business operations.

The Company has proactively implemented its business continuity plans and has taken a variety of measures to ensure the ongoing availability of its newspapers and information, while taking appropriate health and safety measures, including implementing remote work policies, where possible, and implementing enhanced cleaning and hygiene protocols in its production facilities. To date, as a result of these business continuity measures, the Company has not experienced disruptions in the distribution of news and information through the Company’s newspapers and websites.

27

Until fiscal 2019, advertising revenue was historically Tribune’s largest source of revenue. The Company’s advertising customers are typically local and regional, small and mid-sized businesses that purchase advertising to drive traffic to their businesses. These are the businesses that have been particularly hard hit by the widespread closures of businesses, government facilities and schools, cancellation of events and sports leagues, restriction on gathering and a significant reduction in economic activity. The decrease in advertising revenue and ongoing disruptions in Tribune’s operations due to the COVID-19 pandemic have adversely impacted its business, results of operations, financial condition and cash flows. The degree to which COVID-19 may impact Tribune’s results of operations and financial condition in the future is unknown at this time and will depend on future developments, including the severity and the duration of the pandemic.

The Company has taken extensive steps to mitigate the economic impact COVID-19 has had on its results of operations. These steps include evaluation of and adjustments to manufacturing and distribution processes, delaying non-essential repairs and maintenance, reducing third-party spending, freezing discretionary spending, eliminating incentive and discretionary bonuses and salary reductions and employee furloughs. These mitigation measures may not be sufficient to prevent adverse impacts on our business and financial condition from COVID-19.

As part of the Company’s reduction in spending, it has withheld payment of rent for a majority of its leased facilities in April and May and requested rent relief in various forms, as described in Note 3 to the Consolidated Financial Statements. Tribune has been notified by a number of lessors that it is in default under the terms of the respective leases and the Company and certain of such lessors have formally filed complaints in their local jurisdictions. The Company is negotiating with such lessors on the terms of the potential rent relief and the lessors’ remedies and is responding timely to all filed complaints. The Company has secured lease restructuring, rent abatements and deferrals for approximately 24 leases and terminations on 4 leases.

Products and Services

Our publication product mix includes three primary types: (i) daily newspapers, (ii) weekly newspapers and (iii) niche publications and direct mail. The key characteristics of each of these types of publications are summarized in the table below.

	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

As of June 28, 2020, the Company’s prominent print publications and websites include:

Media Group	City	Masthead	Website	Circulation Type	Paid or Free
Chicago Tribune Media Group
	Chicago, IL	Chicago Tribune	www.chicagotribune.com	Daily	Paid
	Chicago, IL	Chicago Magazine	www.chicagomag.com	Monthly	Paid
New York Daily News Media Group
	New York, NY	New York Daily News	www.nydailynews.com	Daily	Paid
The Baltimore Sun Media Group
	Baltimore, MD	The Baltimore Sun	www.baltimoresun.com	Daily	Paid
	Annapolis, MD	The Capital	www.capitalgazette.com	Daily	Paid
	Westminster, MD	Carroll County Times	www.carrollcountytimes.com	Daily	Paid
Hartford Courant Media Group
	Hartford County, CT, Middlesex County, CT, Tolland County, CT	Hartford Courant	www.courant.com	Daily	Paid

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Media Group	City	Masthead	Website	Circulation Type	Paid or Free
Sun Sentinel Media Group
	Broward County, FL, Palm Beach County, FL	Sun Sentinel	www.sun-sentinel.com	Daily	Paid
	Broward County, FL, Palm Beach County, FL	el Sentinel	www.sun-sentinel/elsentinel.com	Weekly	Free
Orlando Sentinel Media Group
	Orlando, FL	Orlando Sentinel	www.orlandosentinel.com	Daily	Paid
	Orlando, FL	el Sentinel	www.orlandosentinel/elsentinel.com	Weekly	Free
Virginia Media Group
	Newport News, VA (Peninsula)	Daily Press	www.dailypress.com	Daily	Paid
	Norfolk, VA	The Virginian-Pilot	www.pilotonline.com	Daily	Paid
The Morning Call Media Group
	Lehigh Valley, PA	The Morning Call	www.themorningcall.com	Daily	Paid

TCA is a syndication and licensing business providing content solutions for publishers around the globe. Working with a vast collection of the world’s news and information sources, TCA delivers a daily news service and syndicated premium content to over 2,000 media and digital information publishers in more than 70 countries. Tribune News Service delivers material from 70 leading publications, including Chicago Tribune, Bloomberg News, Miami Herald, The Dallas Morning News, Seattle Times, The Philadelphia Inquirer, and Los Angeles Times. Tribune Premium Content syndicates columnists such as Leonard Pitts, Cal Thomas, Clarence Page, Ask Amy and Rick Steves. TCA manages the licensing of premium content from publications such as Rolling Stone, The Atlantic, Fast Company, Mayo Clinic, Variety and many more. TCA traces its roots back to 1918.

BestReviews is a company engaged in the business of testing, researching and reviewing consumer products. BestReviews generates referral fee revenue by directing online traffic from their published reviews to sites where the products can be purchased. BestReviews has affiliate agreements with online sellers, of which the largest is Amazon.com. BestReviews receives a referral fee once the product is purchased.

Revenue Sources

Print advertising is typically in the form of display, preprint or classified advertising. Advertising and marketing services revenues are comprised of three basic categories: retail, national and classified. Retail is a category of customers who generally do business directly with the public. National is a category of customers who generally do business directly with other businesses. Classified is a type of advertising which is other than display or preprint.

Digital advertising consists of website display, banner ads, advertising widgets, coupon ads, video, search advertising and linear ads placed by Tribune on websites. Digital marketing services include development of mobile websites, search engine marketing and optimization, social media account management and content marketing for customers’ web presence for small to medium size businesses.

Circulation revenue results from the sale of print and digital editions of newspapers to individual subscribers, the sale of print editions of newspapers to sales outlets that re-sell the newspapers, and the sale of digital subscription access to the Company’s websites.

Other revenues are derived from commercial printing and delivery services provided to other newspapers, direct mail advertising and services, content syndication and licensing, referral fees and other related activities. The Company contracts with a number of national and local newspapers to both print and distribute their respective publications in local markets where it is a newspaper publisher. In some instances where it prints publications, it also manages and procures newsprint, ink and plates on their behalf. These arrangements allow the Company to leverage its investment in infrastructure in those markets that support its own publications. As a result, these arrangements tend to contribute incremental profitability and revenues. The Company currently distributes national newspapers (including The New York Times, USA Today, and The

29

Wall Street Journal) in its local markets under multiple agreements. Additionally, in New York, Chicago, and South Florida, the Company provides some or all of these services to other local publications.

Results of Operations

Operating results from continuing operations are shown in the table below (in thousands):

	Three months ended						Six months ended
	Jun 28, 2020		Jun 30, 2019		% Change		Jun 28, 2020		Jun 30, 2019		% Change
Advertising	$	53,761	$	103,552	(48.1	%)	$	130,577	$	200,320	(34.8	%)
Circulation	87,255		91,571		(4.7	%)	177,267		184,446		(3.9	%)
Other	42,084		55,204		(23.8	%)	91,741		110,086		(16.7	%)
Total operating revenues	183,100		250,327		(26.9	%)	399,585		494,852		(19.3	%)
Compensation	70,265		95,808		(26.7	%)	167,093		193,517		(13.7	%)
Newsprint and ink	7,399		15,118		(51.1	%)	18,119		31,221		(42.0	%)
Outside services	66,169		80,425		(17.7	%)	141,211		164,238		(14.0	%)
Other operating expenses	30,073		39,223		(23.3	%)	65,491		81,441		(19.6	%)
Depreciation and amortization	9,869		11,648		(15.3	%)	19,342		23,732		(18.5	%)
Impairment	—		—		*		51,049		—		*
Total operating expenses	183,775		242,222		(24.1	%)	462,305		494,149		(6.4	%)
Income (loss) from operations	(675)		8,105		*		(62,720)		703		*
Interest income (expense), net	(185)		315		*		(215)		535		*
Loss on equity investments, net	(117)		(555)		(78.9	%)	(117)		(1,042)		(88.8%)
Other income (expense), net	449		(56)		*		836		17		*
Income tax expense (benefit)	2,084		(2,465)		*		19,766		417		*
Net income (loss) from continuing operations	1,556		5,344		(70.9%)		(42,450)		630		*
Plus: Loss from discontinued operations, net of taxes	—		(722)		*		—		(722)		*
Net income (loss)	1,556		4,622		(66.3%)		(42,450)		(92)		*
Less: Income attributable to noncontrolling interest	2,162		1,926		12.3	%	3,492		1,887		85.1%
Net income (loss) attributable to Tribune common stockholders	$	(606)	$	2,696	*		$	(45,942)	$	(1,979)	*

* Represents positive or negative change in excess of 100%

Three months ended June 28, 2020 compared to the three months ended June 30, 2019

Advertising Revenue—Advertising revenues decreased 48.1%, or $49.8 million, in the three months ended June 28, 2020, compared to the same period for 2019, due to decreases in all revenue categories. Retail advertising decreased $39.3 million, year over year, national advertising decreased $5.4 million and classified advertising decreased $5.3 million. The COVID-19 pandemic continues to exacerbate the decline in advertising revenue.

Circulation Revenue—Circulation revenues decreased 4.7%, or $4.3 million, in the three months ended June 28, 2020, compared to the same period for 2019. Home delivery revenue decreased $4.4 million and single copy sales decreased $3.4 million. These decreases were partially offset by an increase of $3.4 million in digital subscription revenue as customers turn to digital delivery.

Other Revenue—Other revenues consist of commercial print and delivery, direct mail and marketing, and content syndication and licensing, referral fees and other revenue. Other revenues decreased 23.8%, or $13.1 million, in the three months ended June 28, 2020, compared to the same period for 2019. Commercial print and delivery revenue decreased $6.8 million, direct

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mail revenue decreased $3.9 million, and revenue from the TSA agreement decreased $5.0 million. These decreases were partially offset by a $3.1 million increase in referral revenue at BestReviews.

Compensation Expense—Compensation expense decreased 26.7%, or $25.5 million, in the three months ended June 28, 2020. This decrease was due primarily to a decrease in salary and payroll tax expense of $13.4 million, a decrease of $8.7 million in multiemployer pension expense, a decrease in incentive compensation of $6.9 million and a decrease in stock-based compensation of $1.3 million. These decreases were partially offset by an increase in severance costs of $6.2 million.

Newsprint and Ink Expense—Newsprint and ink expense decreased 51.1%, or $7.7 million, in the three months ended June 28, 2020. This decrease was due primarily to a decrease in the average cost per ton of newsprint and a decrease in volume.

Outside Services Expense—Outside services expense decreased 17.7%, or $14.3 million, in the three months ended June 28, 2020. This decrease was due primarily to a reduction of $6.4 million in third party delivery expense, a reduction of $3.0 million in circulation and distribution expenses, a decrease of $1.1 million in temporary help and a decrease of $1.0 million in freelance purchased content.

Other Operating Expenses—Other expenses include occupancy costs, promotion and marketing costs, affiliate fees and other miscellaneous expenses, including gains on fixed asset sales. These expenses decreased 23.3%, or $9.2 million, in the three months ended June 28, 2020, due primarily to a decrease of $3.7 million in promotion expenses, a decrease of $2.3 million in occupancy expenses, a decrease of $1.5 million in repairs and maintenance, a decrease of $1.3 million in travel and entertainment expenses, with additional decreases across all categories.

Depreciation and Amortization Expense—Depreciation and amortization expense decreased 15.3%, or $1.8 million, primarily due to decreased depreciation related to asset retirements in previous periods partially offset by the accelerated depreciation related to printing and packaging outsourcing at The Virginian-Pilot.

Loss on Equity Investments, Net—Loss on equity investments, net decreased $0.4 million primarily due to additional reserves for certain investments of the Company in the prior year.

Income Tax Expense (Benefit)—Income tax expense (benefit) increased $4.5 million for the three months ended June 28, 2020 over the prior year period. For the three months ended June 28, 2020, the Company recorded an income tax benefit of $2.1 million which includes an additional $0.2 million benefit from the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) relating to the carryback of a loss to a period with a higher tax rate. The effective tax rate on pretax income was 394.7% in the three months ended June 28, 2020. This rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, noncontrolling interest, tax expense related to vesting of stock compensation, and non-deductible expenses.

For the three months ended June 30, 2019, the Company recorded income tax expense of $2.5 million. The effective tax rate on pretax income was 31.6% in the three months ended June 30, 2019. The rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit and non-deductible expenses.

Six months ended June 28, 2020 compared to the six months ended June 30, 2019

Advertising Revenue—Advertising revenues decreased 34.8%, or $69.7 million, in the six months ended June 28, 2020, compared to the same period for 2019, due to decreases in all revenue categories. Retail advertising decreased $53.9 million, year over year, national advertising decreased $8.2 million and classified advertising decreased $7.8 million. The COVID-19 pandemic continues to exacerbate the decline in advertising revenue.

Circulation Revenue—Circulation revenues decreased 3.9%, or $7.2 million, in the six months ended June 28, 2020, compared to the same period for 2019. Home delivery revenue decreased $8.9 million and single copy sales decreased $4.5 million. These decreases were partially offset by an increase of $6.0 million in digital subscription revenue as customers turn to digital delivery.

Other Revenue—Other revenues consist of commercial print and delivery, direct mail and marketing, and content syndication and licensing, referral fees and other revenue. Other revenues decreased 16.7%, or $18.3 million, in the six months ended June 28, 2020, compared to the same period for 2019. Commercial print and delivery revenue decreased $9.3 million, direct

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mail revenue decreased $4.9 million, and revenue from the TSA agreement decreased $10.3 million. These decreases were partially offset by a $6.4 million increase in referral revenue at BestReviews.

Compensation Expense—Compensation expense decreased 13.7%, or $26.4 million, in the six months ended June 28, 2020. This decrease was due primarily to a decrease in salary and payroll tax expense of $18.1 million, a decrease in incentive compensation of $10.3 million, a decrease of $8.0 million in multiemployer pension expense and a decrease in stock-based compensation of $5.5 million. These decreases were partially offset by an increase in severance costs of $15.7 million.

Newsprint and Ink Expense—Newsprint and ink expense decreased 42.0% or $13.1 million for the six months ended June 28, 2020. This decrease was due primarily to a decrease in the average cost per ton of newsprint and a decrease in volume.

Outside Services Expense—Outside services expense decreased 14.0%, or $23.0 million, in the six months ended June 28, 2020. This decrease was due primarily to a reduction of $10.2 million in third party delivery expense, a decrease of $4.1 million in professional services expense, a reduction of $3.8 million in circulation and distribution expenses, a decrease of $1.7 million in temporary help and a decrease of $1.2 million in freelance purchased content.

Other Operating Expenses—Other expenses include occupancy costs, promotion and marketing costs, affiliate fees and other miscellaneous expenses. These expenses decreased 19.6%, or $16.0 million, in the six months ended June 28, 2020, due primarily to the $5.2 million gain recognized related to the sale of property in Virginia, a decrease of $3.0 million in occupancy expenses, a decrease of $2.7 million in promotion expenses, a decrease of $2.4 million in repairs and maintenance and a decrease of $1.6 million in travel and entertainment expenses. These decreases were partially offset by an increase of $2.2 million in bad debt expense.

Depreciation and Amortization Expense—Depreciation and amortization expense decreased 18.5%, or $4.4 million, primarily due to decreased depreciation related to asset retirements in previous periods partially offset by the accelerated depreciation related to printing and packaging outsourcing at The Virginian-Pilot.

Impairment Expense—For the six months ended June 28, 2020, the Company recorded a non-cash impairment charge of $51.0 million with $41.4 million related to long-lived assets, $7.1 million related to mastheads, and $2.5 million related to goodwill. Long-lived asset impairments include $7.0 million related to abandoned lease space. See the notes to the consolidated financial statements for additional information on these impairments.

Loss on Equity Investments, Net—Loss on equity investments, net decreased $0.9 million primarily due to additional impairments for certain of the Company’s investments in the prior year.

Income Tax Expense (Benefit)—Income tax expense (benefit) increased $19.3 million for the six months ended June 28, 2020 over the prior year period. For the six months ended June 28, 2020, the Company recorded an income tax benefit of $19.8 million which includes an additional $1.0 million benefit from the CARES Act relating to the carryback of a loss to a period with a higher tax rate. The effective tax rate on pretax income was 31.8% in the six months ended June 28, 2020. This rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, noncontrolling interest, tax expense related to vesting of stock compensation, and non-deductible expenses.

For the six months ended June 30, 2019, the Company recorded income tax benefit of $0.4 million. The effective tax rate on pretax income was (195.8%) in the six months ended June 30, 2019. This rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit and non-deductible expenses.

NON-GAAP MEASURES

Adjusted EBITDA—The Company defines Adjusted EBITDA as income (loss) from continuing operations before equity in earnings of unconsolidated affiliates, income taxes, loss on early debt extinguishment, interest income (expense), other (expense) income, realized gain (loss) on investments, reorganization items, depreciation and amortization, net income attributable to noncontrolling interest, and other items that the Company does not consider in the evaluation of ongoing operating performance. These items include stock-based compensation expense, restructuring charges, impairment,

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transaction expenses, certain other charges and gains that the Company does not believe reflects the underlying business performance.

	Three months ended					Six months ended
(in thousands)	June 28, 2020		June 30, 2019		% Change	June 28, 2020		June 30, 2019		% Change
Net income (loss) from continuing operations	$	1,556	$	5,344	(70.9)	$	(42,450)	$	630	*
Income tax expense (benefit) from continuing operations	(2,084)		2,465		*	(19,766)		(417)		*
Interest income (expense), net	185		(315)		*	215		(535)		*
Loss on equity investments, net	117		555		(78.9)	117		1,042		(88.8)
Other income (expense), net	(449)		56		*	(836)		(17)		*
Income (loss) from operations	(675)		8,105		*	(62,720)		703		*
Depreciation and amortization	9,869		11,648		(15.3)	19,342		23,732		(18.5	%)
Impairment	—		—		*	51,049		—		*
Restructuring and transaction costs (1)	8,061		1,796		*	21,282		12,669		68.0	%
Stock based compensation	1,540		2,879		(46.5%)	3,132		8,616		(63.6	%)
Adjusted EBITDA from continuing operations	$	18,795	$	24,428	(23.1%)	$	32,085	$	45,720	(29.8	%)

* Represents positive or negative change in excess of 100%

(1) - Restructuring and transaction costs include costs related to Tribune’s internal restructuring, such as severance, charges associated with vacated space and costs related to completed and potential acquisitions.

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.

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LIQUIDITY AND CAPITAL RESOURCES

The Company expects to fund capital expenditures and potential pension contributions in 2020 and other operating requirements through a combination of existing cash balances and cash flows from operations and investments. The Company believes that its working capital and future cash from operations discussed below will provide adequate resources to fund its operating and financing needs for the foreseeable future. However, as discussed above under the COVID-19 Update section and in Item 1A Risk Factors, the Company’s financial and operating performance remains subject to prevailing economic and industry conditions and to financial, business and other factors, some of which are beyond the control of the Company. Tribune’s liquidity could be negatively impacted if these conditions continue for a significant period of time and the Company may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels and to meet our financial obligations. Capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve the Company’s cash position and capital structure. Despite the Company’s current liquidity position, no assurances can be made that cash flows from operations and investments, or dispositions of assets or operations will be sufficient to satisfy the Company’s future liquidity needs.

Sources and Uses

The table below details the total operating, investing and financing activity cash flows from continuing operations (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Net cash provided by operating activities	$	30,312	$	17,569
Net cash provided by (used for) investing activities	2,902		(9,467)
Net cash used for financing activities	(17,503)		(3,716)
Increase in cash attributable to continuing operations	$	15,711	$	4,386

Cash flow generated from operating activities is Tribune’s primary source of liquidity. Cash provided by continuing operating activities for the six months ended June 28, 2020, totaled $30.3 million compared to cash provided by continuing operating activities of $17.6 million for the six months ended June 30, 2019. The increase in cash provided by operating activities was driven by an increase in cash from working capital of $28.6 million primarily related to a decreases in accounts payable, partially offset by a decrease in operating results of $15.8 million (defined as net income (loss) adjusted for non-working capital items).

Net cash provided by investing activities from continuing operations totaled $2.9 million in the six months ended June 28, 2020, primarily due to the net proceeds of $9.0 million related to the sale of real property in Norfolk, Virginia, partially offset by $6.5 million used for capital expenditures. In the six months ended June 30, 2019, net cash used for investing activities from continuing operations totaled $9.5 million, primarily due to $9.3 million used for capital expenditures.

Net cash used for financing activities totaled $17.5 million for the six months ended June 28, 2020, primarily due to payment of a cash dividend of $9.1 million to the Company’s common stockholders on March 16, 2020 and a payment of $7.6 million in dividends paid to the noncontrolling interest. There were no material financing activities for the six months ended June 30, 2019.

There was no cash used for discontinued operations for the six months ended June 28, 2020. Cash used for discontinued operations totaled $6.0 million for the six months ended June 30, 2019 related to the final tax payment related to the sale of the California Properties.

Dividends

On February 19, 2020, the Board of Directors declared a cash dividend of $0.25 per share of common stock outstanding. The cash dividend of $9.1 million was paid on March 16, 2020 to shareholders of record as of March 2, 2020. Additionally, the Company accrued dividend equivalents of $0.2 million for RSUs outstanding as of the record date.

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Subsequent to the February 3, 2020 amendment BestReviews declared dividends of $13.0 million to its stockholders. The Company’s portion of these dividends was $7.8 million and the noncontrolling interest’s portion was $5.2 million. In June 2020, BestReviews declared dividends of $6.0 million to its stockholders. The Company’s portion of these dividends was $3.6 million and the noncontrolling interest’s portion was $2.4 million. See Note 13 to the Consolidated Financial Statements for additional information on the dividend to the noncontrolling interest.

On May 8, 2020, the Board of Directors of the Company suspended the Company's quarterly cash dividend program until further notice given the unprecedented economic disruption caused by COVID-19. This action along with many other operational actions taken at the Company will help preserve liquidity. The Board of Directors will continue to monitor liquidity needs and capital allocation in the future.

Multiemployer pension

During 2020 the Company is required to make $7.3 million in payments to the Teamsters Local Union No. 727 Pension Fund (the “Teamsters Fund”) under the amended rehabilitation plan. During the six months ended June 28, 2020 the Company has paid $3.4 million of the payments required. The Company expects to contribute an additional $3.9 million during the remainder of 2020.

The Company’s funding obligation under multiemployer plans are subject to change based on a number of factors, including the outcome of collective bargaining with the unions, actual returns on plan assets as compared to assumed returns, actions taken by trustees who manage the plan, changes in the number of plan participants, changes in the rate used for discounting future benefit obligations, as well as changes in legislation or regulations impacting funding and payment obligations. These payments are expensed as the payments become due.

Employee Reductions

During the six months ended June 28, 2020, the Company implemented reductions in staffing levels in its operations of 568 positions for which the Company recorded pretax charges related to these reductions totaling $23.0 million. These reductions include 199 positions related to the voluntary severance incentive plan initiated in the first quarter of 2020 and 141 position related to the outsourcing below. The related salary continuation payments began during the first quarter of 2020 and the final payment to the last employee is expected to be made in the third quarter of 2021.

During the three months ended June 28, 2020, the Company contracted with a third party to outsource the printing and packaging of The Virginian-Pilot. The services will be fully transitioned to the third party by the end of the third quarter. The change in operations resulted in staff reductions of 141 positions. The related salary continuation payments began during the second quarter of 2020 and are expected to continue through the third quarter of 2021.

Contractual Obligations

The table below represents Tribune’s contractual obligations as of June 28, 2020, which has been updated to reflect the lease restructurings, abatements, deferrals and terminations during the six months ended June 28, 2020 (in thousands):

	Total	2020, remaining	2021	2022	2023	2024	Thereafter
Finance leases	6,999	50	6,949	—	—	—	—
Operating leases (1)	133,768	18,690	28,745	26,638	17,084	9,560	33,051
Teamsters Fund	53,570	3,925	9,100	9,975	10,950	12,210	7,410
NYDN Pension Plan	2,410	40	2,370	—	—	—	—
Total	196,747	22,705	47,164	36,613	28,034	21,770	40,461

(1) - The Company leases certain equipment and office and production space under various operating leases. Net lease expense for Tribune was $12.1 million and $12.4 million for the six months ended June 28, 2020 and June 30, 2019, respectively.

The contractual obligations table includes the Company’s estimated minimum contribution to the NYDN Pension Plan for 2020. The contractual obligations table does not include actuarially projected minimum funding requirements of the NYDN Pension Plan after 2020. The projected minimum funding requirements contain significant uncertainties regarding

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the actuarial assumptions involved in making such minimum funding projections, including interest rate levels, asset returns, mortality and cost trends, and what, if any, changes will occur to regulatory requirements. Further contributions are currently projected for 2020 through 2025, however the amounts cannot be reasonably estimated.

The contractual obligation table includes the Company’s required minimum contributions to the Teamsters Fund under the amended rehabilitation plan. With respect to the additional contributions to the Teamsters Fund outside of the required payments under the amended rehabilitation plan and the Company’s contributions to other multiemployer plans, the Company’s funding obligation will be subject to change based on a number of factors, including the outcome of collective bargaining within the unions, actual returns on plan assets as compared to assumed returns, actions taken by trustees who manage the plan, changes in the number of plan participants, changes in the rate used for discounting future benefit obligations, as well as changes in legislation or regulations impacting funding and payment obligations. See Note 12 to the Consolidated Financial Statements for additional information on the Company’s pension plans.

Other Changes

On July 23, 2019, the Company entered into an agreement to sell real property located in Norfolk, Virginia for a cash sales price of $9.5 million. The sale closed on January 22, 2020. The Company received net proceeds of $9.0 million and recorded a pre-tax gain of $5.2 million related to the sale.

NEW ACCOUNTING STANDARDS

See Note 1 in the Consolidated Financial Statements for a description of new accounting standards issued and/or adopted in the three and six months ended June 28, 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of June 28, 2020, there had been no material changes in the Company’s exposure to market risk from the disclosure included in the 2019 Annual Report.

Item 4. Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Interim Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934), as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Interim Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended June 28, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material change in our internal controls over financial reporting despite most of our employees working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

PART II.

Item 1. Legal Proceedings

We are subject to various legal proceedings and claims that have arisen in the ordinary course of business. The legal entities comprising our operations are defendants from time to time in actions for matters arising out of their business operations. In addition, the legal entities comprising our operations are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies.

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Tribune Company Bankruptcy

On December 31, 2012, Tribune Media Company, formerly Tribune Company (“TCO”) and 110 of its direct and indirect wholly-owned subsidiaries that had filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware on December 8, 2008 (or on October 12, 2009, in the case of Tribune CNLBC, LLC) (collectively, the “Debtors”) emerged from Chapter 11. Certain of the legal entities included in the Consolidated Financial Statements of Tribune were Debtors or, as a result of the restructuring transactions undertaken at the time of the Debtors’ emergence, are successor legal entities to legal entities that were Debtors (“Tribune Debtors”).

Notices of appeal of the Bankruptcy Court’s order confirming the Plan (the “Confirmation Order”) were filed by (i) Aurelius Capital Management L.P. on behalf of its managed entities that were holders of TCO’s senior notes and Exchangeable Subordinated Debentures due 2029 (“PHONES”), (ii) Law Debenture Trust Company of New York (n/k/a Delaware Trust Company (“Delaware Trust Company”)) and Deutsche Bank Trust Company Americas (“Deutsche Bank”), each successor trustees under the respective indentures for TCO’s senior notes; (iii) Wilmington Trust Company, as successor indenture trustee for the PHONES, and (iv) EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”). The appellants sought, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court embodied in the Plan, including the settlement of certain claims and causes of action related to a series of transactions consummated by TCO, the TCO employee stock ownership plan, the Zell Entity and Samuel Zell in 2007. Each of the Confirmation Order appeals have been dismissed or otherwise resolved by a final order, with the exception of the appeals of Delaware Trust Company and Deutsche Bank. On July 30, 2018, the United States District Court for the District of Delaware (the “District Court”) entered an order affirming (i) the Bankruptcy Court’s judgment overruling Delaware Trust Company’s and Deutsche Bank’s objections to confirmation of the Plan and (ii) the Bankruptcy Court’s order confirming the Plan.  Delaware Trust Company and Deutsche Bank appealed the District Court’s order to the United States Court of Appeals for the Third Circuit (the “Third Circuit”) on August 27, 2018.  That appeal remains pending before the Third Circuit. There is no stay of the Confirmation Order in place pending resolution of the confirmation related appeals.

The Bankruptcy Court had entered final decrees collectively closing 108 of the Debtors’ Chapter 11 cases, including the last one of the Tribune Debtors’ cases. The remaining Chapter 11 cases relate to Debtors and successor legal entities that are subsidiaries of TCO. These cases have not yet been closed by the Bankruptcy Court, and certain claims asserted against various of the Debtors (including certain of the Tribune Debtors) in the Chapter 11 cases remain unresolved. The remaining Chapter 11 cases continue to be administered under the caption “In re: Tribune Media Company, et al.,” Case No 08-13141.

Item 1A. Risk Factors

In addition to the other information in this report, investors should carefully consider the discussion under “Risk Factors” in Item 1A as filed in the 2019 Annual Report. We have described in the 2019 Annual Report the primary risks related to our business and securities, and we periodically update those risks for material developments. We are providing below, in supplemental form, the material changes to the Company’s risk factors that occurred during the past quarter. The risk factors disclosed in Item 1A of the 2019 Annual Report, provide additional disclosure and context for these supplemental risks.

Risks Relating to Our Business

The recent outbreak of the novel coronavirus has adversely affected our results of operations and could materially impact our business, financial condition, results of operations and cash flows in the future.

The recent outbreak of COVID-19 and ensuing pandemic has created significant volatility, uncertainty and economic disruption as federal, state and local governments take increasingly broad actions to mitigate this public health crisis. We have experienced significant disruption to our business, both in our operations and from the adverse effect on overall economic conditions. We have seen a decrease in demand for advertising as our customers cope with the uncertainties related to the pandemic and its related business closures, particularly in the retail and consumer services sectors. The volume under our commercial production and distribution contracts has also decreased. Additionally, the Company has closed many of its facilities and implemented widespread work-from-home arrangements which have disrupted our normal processes. The ultimate scope and duration of these closures is not known.

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Additionally, our liquidity could be negatively impacted if these conditions continue for a significant period of time and we may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels and to meet our financial obligations. Capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve the Company’s cash position and capital structure.

A sustained economic downturn may also result in the carrying value of our goodwill or other intangible assets exceeding their fair value, which may require us to recognize an impairment to those assets. A sustained downturn in the financial markets and related pension asset values may have the effect of increasing our pension funding obligations in order to ensure that our qualified pension plans continue to be adequately funded, which may divert cash flow from other uses.

The extent to which the COVID-19 outbreak ultimately impacts our business, sales, results of operations and financial condition will depend on future developments which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience significant impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

Our efforts to protect the health and safety of our employees may not be adequate, which could materially impact our business, financial condition and results of operations.

We rely on our employees’ ability to interact with the public. The COVID-19 pandemic, and the restrictions placed on social interaction, has impacted our ability to protect the health and safety of our employees. Though most of our employees are able to work remotely while sheltered in place, we have certain employees who must physically work together in our production facilities to produce our products, employees that interact with personnel in distribution locations to deliver such products and reporters who must interact with the public to gather information. We have to date and may in the future incur costs to ensure the safety of our employees, including medical testing, additional facility and equipment cleaning, process changes to ensure social distancing is maintained, and purchases of personal protective equipment, including masks, gloves, etc. Additionally, we could incur workers’ compensation or medical costs if our employees contract the virus. If we cannot adequately protect the health and safety of our employees, our business, financial condition and results of operations could be adversely affected.

The COVID-19 pandemic has highlighted challenges to our ability to react quickly to significant changes in business conditions.

We have taken extensive steps to mitigate the economic impact COVID-19 has had on our results of operations. These steps include salary reductions, elimination of staff positions, employee furloughs, revisions to manufacturing and distribution processes, reducing third-party spending, freezing discretionary spending, eliminating incentive and discretionary bonuses and delaying non-essential repairs and maintenance. However, these measures may not be sufficient to prevent adverse impacts on our business and financial condition from COVID-19. The COVID-19 pandemic has highlighted existing impediments to operational flexibility that have slowed our financial response to the decrease in revenue. These include a number of significant longer-term leases, multiemployer pension plans and collective bargaining issues which limit our ability to respond quickly to the rapidly changing economic environment. Our mitigation steps may also exacerbate certain existing operational risks such as retaining senior management or key employees given the salary reductions, and potential disputes with third parties.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 13, 2019, the Board of Directors authorized $25.0 million to be used for stock repurchases for 24 months from the date of authorization. No repurchases were made in the six months ended June 28, 2020.

Item 3. Defaults Upon Senior Securities

None.

38

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the SEC, as indicated. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. Certain agreements are included as exhibits to this Quarterly Report on Form 10-Q to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the parties to the agreement. Each agreement may contain representations and warranties by the parties to the agreement. These representations and warranties have been made solely for the benefit of the other party or parties to the agreement and (1) should not in all instances be treated as categorical statements of fact, but rather as a means of allocating the risk to one of the parties if those statements prove to be inaccurate; (2) may have been qualified by disclosures that were made to the other party or parties in connection with the negotiation of the attached agreement, which disclosures are not necessarily reflected in the agreement; (3) may apply standards of materiality in a manner that is different from what may be viewed as material to you or other investors; and (4) were made only as of the date of the agreement or other date or dates that may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit    Description

Number

2.1* Acquisition Agreement, dated February 6, 2018, by and among Best Reviews, Inc., Best Reviews LLC, Tribune Publishing Company, LLC, and tronc, Inc., and Denis Grosz (as the Sellers’ Representative), and the Stockholders defined in the Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on February 7, 2018).

2.2* Membership Interest Purchase Agreement, dated February 7, 2018, by and among Nant Capital, LLC, and tronc, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on February 7, 2018).

3.1* Amended and Restated Certificate of Incorporation of Tribune Publishing Company, as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 filed on November 30, 2018).

3.2* Certificate of Designation of Series A Participating Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on July 28, 2020).

3.3* Amended and Restated By-laws of Tribune Publishing Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on October 9, 2018).

4.1* Rights Agreement, dated as of July 28, 2020, between Tribune Publishing Company and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 28, 2020).

10.1* Amended and Restated Cooperation Agreement, dated as of July 1, 2020, by and among Tribune Publishing Company, Alden Global Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., and Alden Global Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 2, 2020).

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

39

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Scheme Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page formatted as Inline XBRL and contained Exhibit 101

40

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		TRIBUNE PUBLISHING COMPANY
August 5, 2020	By:	/s/ Michael N. Lavey
		Michael N. Lavey
		Interim Chief Financial Officer, Chief Accounting Officer and Controller

41

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Terry Jimenez, Chief Executive Officer, President and Director of Tribune Publishing Company, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tribune Publishing Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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.

By: /s/ Terry Jimenez___________________________________________

         Terry Jimenez

         Chief Executive Officer, President and Director

Date: August 5, 2020

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Michael N. Lavey, Interim Chief Financial Officer, Chief Accounting Officer and Controller of Tribune Publishing Company, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tribune Publishing Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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.

By: /s/ Michael N. Lavey_________________________________________

Michael N. Lavey

Interim Chief Financial Officer, Chief Accounting Officer and Controller

Date: August 5, 2020

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO THE 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tribune Publishing Company (the “Company”) on Form 10-Q for the period ended June 28, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Terry Jimenez, Chief Executive Officer, President and Director of the Company, and Michael N. Lavey, Interim Chief Financial Officer, Chief Accounting Officer and Controller of the Company, each hereby certifies, pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Terry Jimenez_________________________________

Terry Jimenez

Chief Executive Officer, President and Director

Date: August 5, 2020

By: /s/ Michael N. Lavey________________________________

Michael N. Lavey

Interim Chief Financial Officer, Chief Accounting Officer and Controller

Date: August 5, 2020

XML

Cover Page - shares	6 Months Ended
	Jun. 28, 2020	Aug. 03, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 28, 2020
Document Transition Report	false
Entity File Number	001-36230
Entity Registrant Name	TRIBUNE PUBLISHING COMPANY
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-3919441
Entity Address, Address Line One	160 N. Stetson Avenue
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	(312)
Local Phone Number	222-9100
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	TPCO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		36,522,269
Entity Central Index Key	0001593195
Current Fiscal Year End Date	--12-27
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Income Statement [Abstract]
Operating revenues	$ 183,100	$ 250,327	$ 399,585	$ 494,852
Operating expenses:
Compensation	70,265	95,808	167,093	193,517
Newsprint and ink	7,399	15,118	18,119	31,221
Outside services	66,169	80,425	141,211	164,238
Other operating expenses	30,073	39,223	65,491	81,441
Depreciation and amortization	9,869	11,648	19,342	23,732
Impairment	0	0	51,049	0
Total operating expenses	183,775	242,222	462,305	494,149
Income (loss) from operations	(675)	8,105	(62,720)	703
Interest income (expense), net	(185)	315	(215)	535
Loss on equity investments, net	(117)	(555)	(117)	(1,042)
Other income (expense), net	449	(56)	836	17
Income (loss) from continuing operations before income taxes	(528)	7,809	(62,216)	213
Income tax expense (benefit)	(2,084)	2,465	(19,766)	(417)
Net income (loss) from continuing operations	1,556	5,344	(42,450)	630
Plus: Loss from discontinued operations, net of taxes	0	(722)	0	(722)
Net income (loss)	1,556	4,622	(42,450)	(92)
Less: Income attributable to noncontrolling interest	2,162	1,926	3,492	1,887
Net income (loss) attributable to Tribune common stockholders	$ (606)	$ 2,696	$ (45,942)	$ (1,979)
Net income (loss) from continuing operations available to Tribune common stockholders, per common share:
Basic (in dollars per share)	$ (0.02)	$ 0.10	$ (1.27)	$ (0.04)
Diluted (in dollars per share)	(0.02)	0.10	(1.27)	(0.04)
Net income (loss) available to Tribune common stockholders, per common share:
Basic (in dollars per share)	(0.02)	0.08	(1.27)	(0.06)
Diluted (in dollars per share)	$ (0.02)	$ 0.08	$ (1.27)	$ (0.06)
Weighted average shares outstanding:
Basic (in shares)	36,462	35,711	36,378	35,669
Diluted (in shares)	36,462	35,866	36,378	35,669

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 1,556	$ 4,622	$ (42,450)	$ (92)
Comprehensive income (loss), net of taxes:
Amortization of items to periodic pension cost during the period, net of taxes of	(21)	(59)	(44)	(118)
Foreign currency translation	(7)	(10)	(7)	(12)
Comprehensive income (loss)	1,528	4,553	(42,501)	(222)
Less: Comprehensive income attributable to noncontrolling interest	2,162	1,926	3,492	1,887
Comprehensive income (loss) attributable to Tribune common stockholders	$ (634)	$ 2,627	$ (45,993)	$ (2,109)

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Statement of Comprehensive Income [Abstract]
Taxes on amortization of items to periodic pension cost	$ 8	$ 23	$ 17	$ 46

XML

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 28, 2020	Dec. 29, 2019
Current assets
Cash	$ 80,515	$ 60,963
Accounts receivable, net	77,771	112,754
Inventories	3,724	4,820
Prepaid expenses and other current assets	23,424	15,114
Total current assets	185,434	193,651
Property, plant and equipment
Machinery, equipment and furniture	105,186	119,859
Buildings and leasehold improvements	77,635	86,403
Property, plant and equipment, gross	182,821	206,262
Accumulated depreciation	(94,687)	(84,530)
Property, plant and equipment, net, excluding advance payments	88,134	121,732
Advance payments on property, plant and equipment	1,952	2,181
Property, plant and equipment, net	90,086	123,913
Other assets
Goodwill	115,197	117,675
Intangible assets, net	58,632	69,165
Software, net	20,101	20,736
Lease right-of-use asset	71,920	99,480
Restricted cash	33,449	37,290
Deferred income taxes	11,569	6,911
Other long-term assets	13,172	13,457
Total other assets	324,040	364,714
Total assets	599,560	682,278
Current liabilities
Accounts payable	36,035	46,482
Employee compensation and benefits	32,343	36,305
Deferred revenue	40,397	42,773
Current portion of long-term lease liability	28,559	25,380
Current portion of long-term debt	6,995	105
Other current liabilities	23,123	24,317
Total current liabilities	167,452	175,362
Non-current liabilities
Long term lease liability	87,247	98,847
Workers’ compensation, general liability and auto insurance payable	22,862	24,192
Pension and postretirement benefits payable	17,072	20,338
Deferred revenue	2,332	2,504
Long-term debt	56	6,857
Other obligations	11,248	5,851
Total non-current liabilities	140,817	158,589
Noncontrolling interest	0	63,501
Stockholders’ equity
Preferred stock, $0.01 par value. Authorized 30,000 shares; no shares issued or outstanding at June 28, 2020 and December 29, 2019	0	0
Common stock, $0.01 par value. Authorized 300,000 shares; 38,455 shares issued and 36,501 shares outstanding at June 28, 2020; 38,017 shares issued and 36,064 shares outstanding at December 29, 2019	384	380
Additional paid-in capital	180,323	177,957
Retained earnings	79,432	135,001
Noncontrolling interest	59,715	0
Accumulated other comprehensive income (loss)	(2,403)	(2,352)
Treasury stock, at cost - 1,954 shares at June 28, 2020 and December 29, 2019	(26,160)	(26,160)
Total stockholders’ equity	291,291	284,826
Total liabilities and stockholders’ equity	$ 599,560	$ 682,278

XML

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 28, 2020	Dec. 29, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	30,000,000	30,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	38,455,000	38,017,000
Common stock, shares outstanding (in shares)	36,501,000	36,064,000
Treasury stock, shares (in shares)	1,954,000	1,954,000

XML

CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock	Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid in Capital	Additional Paid in Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings Cumulative Effect, Period of Adoption, Adjusted Balance	Non controlling Interest	AOCI	AOCI Cumulative Effect, Period of Adoption, Adjusted Balance	Treasury Stock	Treasury Stock Cumulative Effect, Period of Adoption, Adjusted Balance
Balance at beginning of period (in shares) at Dec. 30, 2018				37,551,000	37,551,000
Balance at beginning of period at Dec. 30, 2018	$ 373,312	$ (1,787)	$ 371,525	$ 376	$ 376	$ 166,668	$ 166,668	$ 232,401	$ (1,787)	$ 230,614		$ 27	$ 27	$ (26,160)	$ (26,160)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss) attributable to controlling interests	(4,736)							(4,675)				(61)
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions (in shares)				67,000
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions	0
Stock-based compensation	5,737					5,737
Withholding for taxes on RSU conversions	(13)					(13)
Balance at end of the period (in shares) at Mar. 31, 2019				37,618,000
Balance at end of period at Mar. 31, 2019	372,513			$ 376		172,392		225,939				(34)		(26,160)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss) attributable to controlling interests	2,627							2,696				(69)
Dividends declared to common stockholders	(55,755)							(55,755)
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions (in shares)				68,000
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions	0			$ 1		(1)
Stock-based compensation	2,914					2,914
Balance at end of the period (in shares) at Jun. 30, 2019				37,686,000
Balance at end of period at Jun. 30, 2019	322,299			$ 377		175,305		172,880				(103)		(26,160)
Balance at beginning of period (in shares) at Dec. 29, 2019				38,018,000
Balance at beginning of period at Dec. 29, 2019	284,826			$ 380		177,957		135,001				(2,352)		(26,160)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification of noncontrolling interest ("NCI") from temporary equity	64,133										$ 64,133
Comprehensive income (loss)	(44,339)							(45,336)			1,020	(23)
Dividends declared to common stockholders	(9,305)							(9,305)
Dividends declared to NCI	(5,200)										(5,200)
NCI carrying value adjustment	(322)							(322)
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions (in shares)				320,000
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions	0			$ 3		(3)
Stock-based compensation	1,592					1,592
Withholding for taxes on RSU conversions	(533)					(533)
Balance at end of the period (in shares) at Mar. 29, 2020				38,338,000
Balance at end of period at Mar. 29, 2020	290,852			$ 383		179,013		80,038			59,953	(2,375)		(26,160)
Balance at beginning of period (in shares) at Dec. 29, 2019				38,018,000
Balance at beginning of period at Dec. 29, 2019	284,826			$ 380		177,957		135,001				(2,352)		(26,160)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification of noncontrolling interest ("NCI") from temporary equity	64,133
Balance at end of the period (in shares) at Jun. 28, 2020				38,455,000
Balance at end of period at Jun. 28, 2020	291,291			$ 384		180,323		79,432			59,715	(2,403)		(26,160)
Balance at beginning of period (in shares) at Mar. 29, 2020				38,338,000
Balance at beginning of period at Mar. 29, 2020	290,852			$ 383		179,013		80,038			59,953	(2,375)		(26,160)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	1,528							(606)			2,162	(28)
Dividends declared to common stockholders	(2,400)							0			(2,400)
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions (in shares)				117,000
Issuance of stock from restricted stock and restricted stock unit ("RSU") conversions	0			$ 1		(1)
Stock-based compensation	1,540					1,540
Withholding for taxes on RSU conversions	(229)					(229)
Balance at end of the period (in shares) at Jun. 28, 2020				38,455,000
Balance at end of period at Jun. 28, 2020	$ 291,291			$ 384		$ 180,323		$ 79,432			$ 59,715	$ (2,403)		$ (26,160)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019
Operating Activities From Continuing Operations
Net income (loss) from continuing operations	$ (42,450)	$ 630
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	19,342	23,732
Impairment	51,049	0
Stock compensation expense	3,132	8,651
Loss on equity investments, net	117	1,042
Gain on sale of property	(5,069)	0
Deferred income taxes	(4,658)	1,822
Pension contribution	(2,501)	(1,054)
Postretirement benefits expense	(765)	(782)
Changes in working capital items:
Accounts receivable, net	37,236	33,417
Prepaid expenses, inventories and other current assets	(2,407)	(7,088)
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities	(22,514)	(42,527)
Other, net	(200)	(274)
Net cash provided by operating activities	30,312	17,569
Investing Activities From Continuing Operations
Capital expenditures	(6,549)	(9,288)
Proceeds from the sale of property, plant and equipment	9,451	0
Other, net	0	(179)
Net cash provided by (used for) investing activities	2,902	(9,467)
Financing Activities From Continuing Operations
Repayments of capital lease obligations	(50)	(303)
Dividends paid to common stockholders	(9,091)	0
Dividends paid to noncontrolling interest	(7,600)	(3,400)
Withholding for taxes on restricted stock unit vesting	(762)	(13)
Net cash used for financing activities	(17,503)	(3,716)
Increase in cash attributable to continuing operations	15,711	4,386
Cash flows used for operating activities from discontinued operations, net	0	(5,971)
Cash flows provided by investing activities from discontinued operations, net	0	0
Cash flows used for financing activities from discontinued operations, net	0	0
Decrease in cash attributable to discontinued operations	0	(5,971)
Net increase (decrease) in cash	15,711	(1,585)
Cash, cash equivalents and restricted cash, beginning of period	98,253	141,507
Cash, cash equivalents and restricted cash, end of period	$ 113,964	$ 139,922

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DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

6 Months Ended

Jun. 28, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1: DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business—Tribune Publishing Company was formed as a Delaware corporation on November 21, 2013. Tribune Publishing Company together with its subsidiaries (collectively, the “Company” or “Tribune”) is a media company rooted in award-winning journalism. Headquartered in Chicago, the Company 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, Orlando Sentinel, Virginia’s Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. Tribune also operates Tribune Content Agency (“TCA”) and is the majority owner in BestReviews LLC (“BestReviews”).

Fiscal Periods—The Company’s fiscal year ends on the last Sunday in December. Fiscal year 2020 ends on December 27, 2020 and fiscal year 2019 ended on December 29, 2019. Fiscal year 2020 and 2019 are 52-week years with 13 weeks in each quarter.

Basis of Presentation—The accompanying unaudited Consolidated Financial Statements and notes of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of Tribune as of June 28, 2020 and December 29, 2019 and the results of operations for the three and six months ended June 28, 2020 and June 30, 2019, respectively, and the cash flows for the three and six months ended June 28, 2020 and June 30, 2019, respectively. This includes all normal and recurring adjustments and elimination of intercompany transactions. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The year-end Consolidated Balance Sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

The Company assesses its operating segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” In the first quarter of 2020, the Company realigned its operations, combining the print and digital operations of its media groups together under the leadership of the Chief Executive Officer, who is also the chief operating decision maker for Tribune, as defined in ASC Topic 280. As a result of the realignment, beginning in the first quarter of 2020, the Company no longer reports separate segment results for its print and digital operations. Prior to the first quarter of fiscal 2020, Tribune was managed by its chief operating decision maker as two segments, segment M and segment X.

Accounting standards adopted in 2020—In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Topic 326, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and requires the use of an “expected loss” model for instruments measured at amortized cost. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this standard effective the beginning of fiscal year 2020 and the adoption did not have a material effect on the Company’s consolidated financial statements. See Note 2 for additional information related to the expected credit losses.

In December 2019, the FASB issued ASU 2019-12, Topic 740, Income Taxes, which simplifies accounting for income taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to intraperiod tax allocation, the interim period tax calculation and deferred tax liabilities. ASU 2019-12 is applied prospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted the standard effective the beginning of fiscal year 2020. See Note 11 for additional information related to the Company’s income taxes.

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EXPECTED CREDIT LOSSES

6 Months Ended

Jun. 28, 2020

Credit Loss [Abstract]

EXPECTED CREDIT LOSSES

NOTE 2: EXPECTED CREDIT LOSSES

Tribune holds financial assets in the form of accounts receivable that are primarily generated from advertising revenues, certain circulation-related revenues and commercial print and delivery revenues, and are grouped as such. The accounts receivable and allowance for doubtful accounts are analyzed under the expected credit losses method. Payment

terms vary by revenue stream. Classified advertising and home delivery circulation terms are usually prepaid with advertising having terms of 30 to 60 days. Credit is extended based on an evaluation of each customer’s financial condition, and generally collateral is not required

For accounts receivable, Tribune uses an aging expected credit losses method that includes forward-looking qualitative factors when they arise. The Company has identified the market effects of the COVID-19 pandemic as a forward-looking qualitative factor to be considered. The Company uses an analysis of 24-months of collection and write off history to calculate historical loss percentages by aging group, which are applied to all accounts within the aging group. Specific reserves are reviewed and handled on a case by case basis. Accounts receivable balances outstanding for a year are reserved at 100%. As customer balances are determined to be uncollectible, the balances are written off against the allowance for doubtful accounts. Included in the allowance for doubtful accounts are amounts for sales adjustments not related to expected credit losses; such as, rebates, billing adjustments, and returns. The credit loss expense was $1.2 million and $4.2 million for the three and six months ended June 28, 2020, respectively, and is included in other operating expenses on the Consolidated Statements of Income (Loss).

A summary of the activity with respect to the allowance for doubtful accounts for the six months ended June 28, 2020 is as follows (in thousands):

Accounts receivable allowance balance at December 29, 2019	$	9,674
Current period provision	4,205
Write offs	(3,631)
Sales adjustments, net	117
Accounts receivable allowance balance at June 28, 2020	$	10,365

Accounts receivable, net, at June 28, 2020 and December 29, 2019, consisted of the following (in thousands):

	June 28, 2020		December 29, 2019
Accounts receivable	$	88,136	$	122,428
Less: Allowance for doubtful accounts	10,365		9,674
Accounts receivable, net	$	77,771	$	112,754

XML

LEASES

6 Months Ended

Jun. 28, 2020

Leases [Abstract]

LEASES

NOTE 3: LEASES

Tribune’s leased facilities total approximately 4.2 million square feet in the aggregate. The Company currently has leased newspaper production facilities in Connecticut, Florida, Illinois, Maryland and New Jersey, however Tribune owns substantially all of the production equipment. For printing plants, the initial lease term is ten years with two options to renew for additional ten year terms. For distribution facilities, the initial lease term is generally five years, with options to renew either two or three additional five year terms. For office space, lease terms range from two to thirteen years. The Company has rent escalations, rent holidays and leasehold improvement incentives which are included in the determination of the right-of-use (“ROU”) and the lease liabilities.

Tribune subleases certain facilities that total approximately 0.1 million square feet in aggregate. The terms of these subleases are from two to ten years and expire between 2020 and 2023.

Lease Restructuring, Abatements and Deferrals

Effective April 1, 2020, and in light of the COVID-19 pandemic, the Company withheld payment of April, May and June rent related to a majority of its facilities and requested rent relief from the lessors in various forms, including lease restructuring, rent abatement, deferrals or lease terminations. The terms of the Company’s facility leases generally provide the lessors a number of remedies for late payment, including late fees, interest on amounts past due, the right to draw on any letter of credit supporting the lease, the right to terminate the lease with termination payments, including acceleration of certain future rents net of landlord mitigation amounts, or the right to terminate our possession of the facility, among others.

The Company has been notified by a number of lessors that it is in default and certain of such lessors have formally filed complaints in their local jurisdictions. The Company is negotiating with such lessors on terms of the rent relief and the lessors’ remedies and is responding timely to all filed complaints.

Lease Abatements and Deferrals

In April 2020, the FASB staff issued interpretive guidance on the accounting for lease concessions that are related to the effects of the COVID-19 pandemic. Tribune has elected to apply the guidance to the lease concessions that have been secured. As of April 2020, the Company began recognizing rent abatements or deferrals received from landlords as reductions in variable lease payments. This election will continue while these abatements or deferrals are in effect. Through June 28, 2020, the Company has secured rent abatements and deferrals for approximately 11 leases.

Lease Restructuring

In the three months ended June 28, 2020, the Company completed modifications for 13 leases. These modifications included various changes to the terms of the leases including deferrals and abatements in exchange for term extensions for periods of 3 months to 22 months. The impact of these modifications is not material.

Lease Terminations

The Company has negotiated lease terminations with lessors on 4 leases. Some of the lease termination agreements required forfeiture of the security deposit as well as various payments, such as past due rents, repair fees, and termination fees. For the three and six months ended June 28, 2020 the Company has recorded termination-related expenses, such as forfeiture of deposits, past due rents, repairs, and early termination fees of $0.4 million that are included in other operating expense on the Consolidated Statements of Income (Loss).

Below is a summary of information related to the Company’s leases (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Lease Cost:
Finance lease cost:
Amortization of ROU assets	$	53	$	79	$	131	$	157
Interest on lease liabilities	29		26		57		52
Operating lease cost	5,930		7,112		13,191		14,247
Short-term lease costs	153		217		343		578
Variable lease costs	1,469		1,945		3,183		3,570
Sublease income	(687)		(443)		(1,430)		(1,572)
Total lease cost	$	6,947	$	8,936	$	15,475	$	17,032

Below is a summary of the supplemental cash flow information related to leases (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	12,370	$	20,431
Operating cash flows used for finance leases	—		60
Financing cash flows used for finance leases	$	50	$	303
ROU assets obtained in exchange for new operating lease liabilities	$	2,032	$	2,159

Below is a summary of the weighted average remaining lease terms and weighted average discount rates related to leases for the six months ended June 28, 2020:

Weighted average remaining lease term - finance leases (in years)	0.6 years
Weighted average remaining lease term - operating leases (in years)	5.7 years
Weighted average discount rate - finance leases	5.75	%
Weighted average discount rate - operating leases	4.74	%

Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of the six months ended June 28, 2020, are as follows (in thousands):

	Operating Leases		Finance Leases		Subleases
2020, remaining	$	18,690	$	50	$	1,375
2021	28,745		6,949		2,163
2022	26,638		—		1,620
2023	17,084		—		1,579
2024	9,560		—		—
Thereafter	33,051		—		—
Total future lease payments	133,768		6,999		6,737
Less: Imputed interest	17,244		65		—
Net future minimum lease payments	$	116,524	$	6,934	$	6,737

Lease Abandonment

During the first quarter of 2020, the Company permanently vacated 21,952 square feet of office space in Chicago and 17,960 square feet of office space in Los Angeles. The abandonment of the office space is an indicator of impairment and the Company assessed the lease ROU assets and leasehold improvements for impairment. Estimates of fair value include Level 3 inputs which are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. To calculate the fair value of the vacated space, the Company used the discounted cash flows from estimated sublease payments and compared the result to the sum of the carrying values of the lease ROU asset and the leasehold improvements. The discount rate used is a market place lessor's expected rate of return. During the six months ended June 28, 2020, the Company recorded non-cash impairment charges of $2.8 million related to the impairment of the lease ROU assets and $4.2 million related to the impairment of the leasehold improvements associated to the vacated office space.

Subsequent to June 28, 2020, the Company reached agreements to terminate an additional 4 leases with additional leases still in negotiations. Leased space in Los Angeles permanently vacated and discussed above was terminated effective on July 1, 2020 upon agreement with the lessor. The termination agreement includes a termination fee of $1.3 million, comprised of the forfeited deposit and cash of $1.2 million that was paid upon termination. The termination resulted in a gain of $0.3 million that will be recognized in the third quarter of 2020.

LEASES

NOTE 3: LEASES

Tribune’s leased facilities total approximately 4.2 million square feet in the aggregate. The Company currently has leased newspaper production facilities in Connecticut, Florida, Illinois, Maryland and New Jersey, however Tribune owns substantially all of the production equipment. For printing plants, the initial lease term is ten years with two options to renew for additional ten year terms. For distribution facilities, the initial lease term is generally five years, with options to renew either two or three additional five year terms. For office space, lease terms range from two to thirteen years. The Company has rent escalations, rent holidays and leasehold improvement incentives which are included in the determination of the right-of-use (“ROU”) and the lease liabilities.

Tribune subleases certain facilities that total approximately 0.1 million square feet in aggregate. The terms of these subleases are from two to ten years and expire between 2020 and 2023.

Lease Restructuring, Abatements and Deferrals

Effective April 1, 2020, and in light of the COVID-19 pandemic, the Company withheld payment of April, May and June rent related to a majority of its facilities and requested rent relief from the lessors in various forms, including lease restructuring, rent abatement, deferrals or lease terminations. The terms of the Company’s facility leases generally provide the lessors a number of remedies for late payment, including late fees, interest on amounts past due, the right to draw on any letter of credit supporting the lease, the right to terminate the lease with termination payments, including acceleration of certain future rents net of landlord mitigation amounts, or the right to terminate our possession of the facility, among others.

The Company has been notified by a number of lessors that it is in default and certain of such lessors have formally filed complaints in their local jurisdictions. The Company is negotiating with such lessors on terms of the rent relief and the lessors’ remedies and is responding timely to all filed complaints.

Lease Abatements and Deferrals

In April 2020, the FASB staff issued interpretive guidance on the accounting for lease concessions that are related to the effects of the COVID-19 pandemic. Tribune has elected to apply the guidance to the lease concessions that have been secured. As of April 2020, the Company began recognizing rent abatements or deferrals received from landlords as reductions in variable lease payments. This election will continue while these abatements or deferrals are in effect. Through June 28, 2020, the Company has secured rent abatements and deferrals for approximately 11 leases.

Lease Restructuring

In the three months ended June 28, 2020, the Company completed modifications for 13 leases. These modifications included various changes to the terms of the leases including deferrals and abatements in exchange for term extensions for periods of 3 months to 22 months. The impact of these modifications is not material.

Lease Terminations

The Company has negotiated lease terminations with lessors on 4 leases. Some of the lease termination agreements required forfeiture of the security deposit as well as various payments, such as past due rents, repair fees, and termination fees. For the three and six months ended June 28, 2020 the Company has recorded termination-related expenses, such as forfeiture of deposits, past due rents, repairs, and early termination fees of $0.4 million that are included in other operating expense on the Consolidated Statements of Income (Loss).

Below is a summary of information related to the Company’s leases (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Lease Cost:
Finance lease cost:
Amortization of ROU assets	$	53	$	79	$	131	$	157
Interest on lease liabilities	29		26		57		52
Operating lease cost	5,930		7,112		13,191		14,247
Short-term lease costs	153		217		343		578
Variable lease costs	1,469		1,945		3,183		3,570
Sublease income	(687)		(443)		(1,430)		(1,572)
Total lease cost	$	6,947	$	8,936	$	15,475	$	17,032

Below is a summary of the supplemental cash flow information related to leases (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	12,370	$	20,431
Operating cash flows used for finance leases	—		60
Financing cash flows used for finance leases	$	50	$	303
ROU assets obtained in exchange for new operating lease liabilities	$	2,032	$	2,159

Below is a summary of the weighted average remaining lease terms and weighted average discount rates related to leases for the six months ended June 28, 2020:

Weighted average remaining lease term - finance leases (in years)	0.6 years
Weighted average remaining lease term - operating leases (in years)	5.7 years
Weighted average discount rate - finance leases	5.75	%
Weighted average discount rate - operating leases	4.74	%

Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of the six months ended June 28, 2020, are as follows (in thousands):

	Operating Leases		Finance Leases		Subleases
2020, remaining	$	18,690	$	50	$	1,375
2021	28,745		6,949		2,163
2022	26,638		—		1,620
2023	17,084		—		1,579
2024	9,560		—		—
Thereafter	33,051		—		—
Total future lease payments	133,768		6,999		6,737
Less: Imputed interest	17,244		65		—
Net future minimum lease payments	$	116,524	$	6,934	$	6,737

Lease Abandonment

During the first quarter of 2020, the Company permanently vacated 21,952 square feet of office space in Chicago and 17,960 square feet of office space in Los Angeles. The abandonment of the office space is an indicator of impairment and the Company assessed the lease ROU assets and leasehold improvements for impairment. Estimates of fair value include Level 3 inputs which are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. To calculate the fair value of the vacated space, the Company used the discounted cash flows from estimated sublease payments and compared the result to the sum of the carrying values of the lease ROU asset and the leasehold improvements. The discount rate used is a market place lessor's expected rate of return. During the six months ended June 28, 2020, the Company recorded non-cash impairment charges of $2.8 million related to the impairment of the lease ROU assets and $4.2 million related to the impairment of the leasehold improvements associated to the vacated office space.

Subsequent to June 28, 2020, the Company reached agreements to terminate an additional 4 leases with additional leases still in negotiations. Leased space in Los Angeles permanently vacated and discussed above was terminated effective on July 1, 2020 upon agreement with the lessor. The termination agreement includes a termination fee of $1.3 million, comprised of the forfeited deposit and cash of $1.2 million that was paid upon termination. The termination resulted in a gain of $0.3 million that will be recognized in the third quarter of 2020.

LEASES

NOTE 3: LEASES

Tribune’s leased facilities total approximately 4.2 million square feet in the aggregate. The Company currently has leased newspaper production facilities in Connecticut, Florida, Illinois, Maryland and New Jersey, however Tribune owns substantially all of the production equipment. For printing plants, the initial lease term is ten years with two options to renew for additional ten year terms. For distribution facilities, the initial lease term is generally five years, with options to renew either two or three additional five year terms. For office space, lease terms range from two to thirteen years. The Company has rent escalations, rent holidays and leasehold improvement incentives which are included in the determination of the right-of-use (“ROU”) and the lease liabilities.

Tribune subleases certain facilities that total approximately 0.1 million square feet in aggregate. The terms of these subleases are from two to ten years and expire between 2020 and 2023.

Lease Restructuring, Abatements and Deferrals

Effective April 1, 2020, and in light of the COVID-19 pandemic, the Company withheld payment of April, May and June rent related to a majority of its facilities and requested rent relief from the lessors in various forms, including lease restructuring, rent abatement, deferrals or lease terminations. The terms of the Company’s facility leases generally provide the lessors a number of remedies for late payment, including late fees, interest on amounts past due, the right to draw on any letter of credit supporting the lease, the right to terminate the lease with termination payments, including acceleration of certain future rents net of landlord mitigation amounts, or the right to terminate our possession of the facility, among others.

The Company has been notified by a number of lessors that it is in default and certain of such lessors have formally filed complaints in their local jurisdictions. The Company is negotiating with such lessors on terms of the rent relief and the lessors’ remedies and is responding timely to all filed complaints.

Lease Abatements and Deferrals

In April 2020, the FASB staff issued interpretive guidance on the accounting for lease concessions that are related to the effects of the COVID-19 pandemic. Tribune has elected to apply the guidance to the lease concessions that have been secured. As of April 2020, the Company began recognizing rent abatements or deferrals received from landlords as reductions in variable lease payments. This election will continue while these abatements or deferrals are in effect. Through June 28, 2020, the Company has secured rent abatements and deferrals for approximately 11 leases.

Lease Restructuring

In the three months ended June 28, 2020, the Company completed modifications for 13 leases. These modifications included various changes to the terms of the leases including deferrals and abatements in exchange for term extensions for periods of 3 months to 22 months. The impact of these modifications is not material.

Lease Terminations

The Company has negotiated lease terminations with lessors on 4 leases. Some of the lease termination agreements required forfeiture of the security deposit as well as various payments, such as past due rents, repair fees, and termination fees. For the three and six months ended June 28, 2020 the Company has recorded termination-related expenses, such as forfeiture of deposits, past due rents, repairs, and early termination fees of $0.4 million that are included in other operating expense on the Consolidated Statements of Income (Loss).

Below is a summary of information related to the Company’s leases (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Lease Cost:
Finance lease cost:
Amortization of ROU assets	$	53	$	79	$	131	$	157
Interest on lease liabilities	29		26		57		52
Operating lease cost	5,930		7,112		13,191		14,247
Short-term lease costs	153		217		343		578
Variable lease costs	1,469		1,945		3,183		3,570
Sublease income	(687)		(443)		(1,430)		(1,572)
Total lease cost	$	6,947	$	8,936	$	15,475	$	17,032

Below is a summary of the supplemental cash flow information related to leases (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	12,370	$	20,431
Operating cash flows used for finance leases	—		60
Financing cash flows used for finance leases	$	50	$	303
ROU assets obtained in exchange for new operating lease liabilities	$	2,032	$	2,159

Below is a summary of the weighted average remaining lease terms and weighted average discount rates related to leases for the six months ended June 28, 2020:

Weighted average remaining lease term - finance leases (in years)	0.6 years
Weighted average remaining lease term - operating leases (in years)	5.7 years
Weighted average discount rate - finance leases	5.75	%
Weighted average discount rate - operating leases	4.74	%

Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of the six months ended June 28, 2020, are as follows (in thousands):

	Operating Leases		Finance Leases		Subleases
2020, remaining	$	18,690	$	50	$	1,375
2021	28,745		6,949		2,163
2022	26,638		—		1,620
2023	17,084		—		1,579
2024	9,560		—		—
Thereafter	33,051		—		—
Total future lease payments	133,768		6,999		6,737
Less: Imputed interest	17,244		65		—
Net future minimum lease payments	$	116,524	$	6,934	$	6,737

Lease Abandonment

During the first quarter of 2020, the Company permanently vacated 21,952 square feet of office space in Chicago and 17,960 square feet of office space in Los Angeles. The abandonment of the office space is an indicator of impairment and the Company assessed the lease ROU assets and leasehold improvements for impairment. Estimates of fair value include Level 3 inputs which are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. To calculate the fair value of the vacated space, the Company used the discounted cash flows from estimated sublease payments and compared the result to the sum of the carrying values of the lease ROU asset and the leasehold improvements. The discount rate used is a market place lessor's expected rate of return. During the six months ended June 28, 2020, the Company recorded non-cash impairment charges of $2.8 million related to the impairment of the lease ROU assets and $4.2 million related to the impairment of the leasehold improvements associated to the vacated office space.

Subsequent to June 28, 2020, the Company reached agreements to terminate an additional 4 leases with additional leases still in negotiations. Leased space in Los Angeles permanently vacated and discussed above was terminated effective on July 1, 2020 upon agreement with the lessor. The termination agreement includes a termination fee of $1.3 million, comprised of the forfeited deposit and cash of $1.2 million that was paid upon termination. The termination resulted in a gain of $0.3 million that will be recognized in the third quarter of 2020.

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REVENUE RECOGNITION

6 Months Ended

Jun. 28, 2020

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

NOTE 4: REVENUE RECOGNITION

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services. Revenues are recognized as performance obligations are satisfied at either a point in time, such as when an advertisement is published, or over time, such as content licensing.

The Company receives a significant portion of the payments from its subscribers in advance of the delivery of the content either in print or digitally. These up-front payments and fees are recorded as deferred revenue upon receipt and generally require deferral of revenue recognition to a future period until the Company performs its obligations under the subscription agreement. The deferred revenue is recognized as revenue as the content is delivered. The deferred revenue is considered a contract liability under ASC 606. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. Therefore, the Company has no contract assets as defined under ASC 606. As of December 29, 2019, the Company had a contract liabilities balance of $45.3 million, of which $37.7 million has been recognized as revenue in the six months ended June 28, 2020.

The Company’s revenues disaggregated by type of revenue is as follows (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Print	$	38,082	$	79,814	$	95,996	$	155,667
Digital	15,679		23,738		34,581		44,653
Advertising	53,761		103,552		130,577		200,320
Print	77,122		84,809		158,313		171,490
Digital	10,133		6,762		18,954		12,956
Circulation	87,255		91,571		177,267		184,446
Commercial print & delivery	17,098		23,902		39,014		48,361
Direct mail	5,056		8,940		12,666		17,578
Content syndication and other	19,930		22,362		40,061		44,147
Other	42,084		55,204		91,741		110,086
Total operating revenues	$	183,100	$	250,327	$	399,585	$	494,852

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within compensation in the accompanying Consolidated Statements of Income (Loss). Additionally, the Company does not disclose the value of unsatisfied performance obligations because the vast majority of contracts have original expected lengths of one year or less and payment terms are generally short-term in nature unless a customer is in bankruptcy.

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CHANGES IN OPERATIONS

6 Months Ended

Jun. 28, 2020

Restructuring and Related Activities [Abstract]

CHANGES IN OPERATIONS

NOTE 5: CHANGES IN OPERATIONS

The Company continually assesses its operations in an effort to identify opportunities to enhance operational efficiencies and reduce expenses. In the past these activities have included, and could include in the future, outsourcing of various functions or operations, abandonment of leased space and other activities which may result in changes to employee headcount.

Employee Reductions

During the six months ended June 28, 2020, the Company implemented reductions in staffing levels in its operations of 568 positions for which the Company recorded pretax charges related to these reductions and executive separation totaling $23.0 million.

The 2020 severance charge included reductions for 199 positions related to a Voluntary Severance Incentive Plan (“2020 VSIP”) initiated in the first quarter of 2020. The 2020 VSIP provided enhanced separation benefits to eligible employees with more than eight years of service. The Company plans to fund the 2020 VSIP ratably over the payout period through salary continuation. The related salary continuation payments began during the first quarter of 2020 and are expected to continue through the third quarter of 2021.

The 2020 severance charge also included reductions for 141 positions related to the Company’s decision during the second quarter of 2020 to contract with a third party to outsource the printing and packaging of The Virginian-Pilot. The

services will be fully transitioned to the third party by the end of the third quarter. The related salary continuation payments began during the second quarter of 2020 and are expected to continue through the third quarter of 2021.

Additionally, included in the 2020 severance charge was approximately $0.6 million related to the separation of the Company’s former CEO, which included continuation of his base salary for one year through February 2021, his bonus for 2019, and certain benefit continuation.

During the six months ended June 30, 2019, the Company implemented reductions in staffing levels in its operations of 105 positions for which the Company recorded pretax charges related to these reductions and executive separations totaling $6.7 million. These reductions included 23 positions related to the voluntary severance incentive plan initiated in the fourth quarter of 2018. The related salary continuation payments began during the first quarter of 2019 and ended during the first quarter of 2020.

Included in the 2019 severance charge was approximately $4.0 million related to the separation of the Company’s former CEO and two senior executives in the digital space. Each of these employees had employment contracts which provided for immediate payout of any contractual compensation under the employment agreement in the event of separation. These employment agreements were amended to permit payment of the severance as salary continuation over the remainder of 2019, during which time equity-based awards continued to vest. The severance payments to these executives, including compensation and medical benefits, if any, were accrued in the first quarter of 2019. Additionally, as a result of the separation the Company recognized accelerated stockbased compensation expense during the six months ended June 30, 2019 of $1.5 million.

A summary of the activity with respect to the Company’s severance accrual for the six months ended June 28, 2020 is as follows (in thousands):

Balance at December 29, 2019	$	2,580
Provision	23,029
Payments	(12,588)
Balance at June 28, 2020	$	13,021

Charges for severance and related expenses are included in compensation expense in the accompanying Consolidated Statements of Income (Loss).

Other Changes

On July 23, 2019, the Company entered into an agreement to sell real property located in Norfolk, Virginia for a cash sales price of $9.5 million. The sale closed on January 22, 2020. The Company received net proceeds of $9.0 million and recorded a pre-tax gain during the six months ended June 28, 2020 of $5.2 million related to the sale. The gain is included as a reduction in other operating expenses in the Company’s Consolidated Statements of Income (Loss).

As a result of the printing and packaging outsourcing at The Virginian-Pilot discussed above, certain assets required to print and package the The Virginian-Pilot will no longer be used as of the transition date, therefore the Company is recognizing accelerated depreciation on the equipment. As a result, the Company recognized $2.3 million in accelerated depreciation in the three and six months ended June 28, 2020. These charges are included in depreciation and amortization expenses in the accompanying Consolidated Statements of Income (Loss).

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DISCONTINUED OPERATIONS

6 Months Ended

Jun. 28, 2020

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 6: DISCONTINUED OPERATIONS

On June 18, 2018, the Company completed the sale of the Los Angeles Times, The San Diego Union-Tribune and various other titles of the Company’s California properties (“California Properties”) to Nant Capital, LLC (“Nant Capital”) for an aggregate purchase price of $500.0 million in cash, plus the assumption of unfunded pension liabilities related to the San Diego Pension Plan, less a post-closing working capital adjustment to the buyer of $9.7 million (the "Nant Transaction").

As part of the Nant Transaction, the Company provided Nant Capital indemnification with respect to certain legal matters which were at various states of adjudication at the date of the sale. On August 19, 2019, the Los Angeles Times received an unfavorable jury verdict in an indemnified employment litigation matter. The Company successfully challenged the jury verdict by post-trial motions, and as a result, the verdict has been set aside and a new trial has been ordered.

During the three and six months ended June 30, 2019, the Company made adjustments to certain reserves related to indemnified liabilities of $1.0 million and recorded $0.3 million in a tax benefit. There were no discontinued operations in the six months ended June 28, 2020.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 28, 2020

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7: RELATED PARTY TRANSACTIONS

Transition Services Agreement with NantMedia Holdings, LLC

In connection with the closing of the Nant Transaction, the Company entered into a transition services agreement (“TSA”) with NantMedia Holdings, LLC (“NantMedia”), providing for up to twelve months of transition services between the parties at negotiated rates approximating cost. On January 17, 2019, this agreement was amended to extend the date of the TSA to June 30, 2020. Either party could discontinue all or a portion of the services being provided to such party by providing 60 days advance notice.

As the operational transition winds-down, there are certain costs that the Company paid on behalf of NantMedia due to commingled contracts and processes. Such costs include newsprint, rent, benefits, and other operating activities. The TSA provides for reimbursement to the Company for such charges until the contracts and processes can be separated. Additionally, the Company receives some revenue payments related to commingled revenue contracts that include the California Properties. These payments are reimbursed to NantMedia. A summary of the activity with respect to the TSA is as follows (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Accounts receivable from Nant Capital beginning balance	$	6,015	$	10,775	$	6,118	$	17,909
Revenue for TSA services	932		5,948		2,679		12,954
Reimbursable costs	12,283		13,332		27,282		29,677
Amounts received for TSA services	(1,281)		(6,537)		(2,953)		(12,403)
Amounts received for reimbursable costs	(12,861)		(14,775)		(28,298)		(40,013)
Amounts reimbursed to Nant for amounts collected from third parties under commingled revenue contracts	153		7,011		971		13,076
Amounts collected from third parties under commingled revenue contracts	—		(6,787)		(558)		(12,233)
Accounts receivable balance from NantMedia at quarter end (1)	$	5,241	$	8,967	$	5,241	$	8,967

(1) - The accounts receivable from NantMedia balance as of June 28, 2020 consists of $3.4 million of charges which had been billed and $1.9 million of charges which had not been billed as of that date.

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INVENTORIES

6 Months Ended

Jun. 28, 2020

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 8: INVENTORIES

Inventories at June 28, 2020 and December 29, 2019 consisted of the following (in thousands):

	June 28, 2020		December 29, 2019
Newsprint	$	3,367	$	4,510
Supplies and other	357		310
Total inventories	$	3,724	$	4,820

Inventories are stated at the lower of cost or net realizable value determined using the first-in, first-out basis for all inventories.

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LONG-LIVED ASSETS

6 Months Ended

Jun. 28, 2020

Property, Plant and Equipment [Abstract]

LONG-LIVED ASSETS

NOTE 9: LONG-LIVED ASSETS

Tribune reviews long-lived assets, such as property, plant and equipment, and lease ROU assets for impairment annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 360, “Property, Plant and Equipment.” For the first quarter of 2020, the Company identified the market effects of the COVID-19 pandemic as an economic indicator that an interim evaluation was required for certain asset groups. Under ASC Topic 360, an impairment exists if the carrying value of an asset group exceeds its fair value and is considered not recoverable.

As a result of the Company’s evaluation, the Company determined the carrying value for the long-lived assets for the New York Daily News Media Group were impaired. To determine the fair value of the long-lived assets for the New York Daily News, the Company valued the production assets and real estate using the market approach. The remaining assets were valued under an income approach. Estimates of fair value include Level 3 inputs as they are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. Thus, changes in key assumptions from period to period could significantly affect the estimates of fair value. During the six months ended June 28, 2020, the Company recorded non-cash impairment charges of $16.1 million related to property, plant and equipment, $14.5 million related to lease ROU assets and $4.0 million related to other long-lived assets. The impairment charges resulted primarily from a decline in the fair value due to lower projected cash flows versus historical estimates.

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GOODWILL AND OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 28, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 10: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets at June 28, 2020 and December 29, 2019, consisted of the following (in thousands):

	June 28, 2020						December 29, 2019
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Goodwill	$	115,197			$	115,197	$	117,675			$	117,675
Newspaper mastheads (1)	$	27,735	$	—	$	27,735	$	34,826	$	—	$	34,826
Subscribers (useful life of 2 to 10 years)	7,312		(5,985)		1,327		7,312		(5,642)		1,670
Advertiser relationships (useful life of 2 to 13 years)	27,648		(16,258)		11,390		27,648		(15,002)		12,646
Trade names (useful life of 20 years)	15,100		(4,470)		10,630		15,100		(4,093)		11,007
Other (useful life of 1 to 20 years)	16,181		(8,631)		7,550		16,181		(7,165)		9,016
Total intangible assets	$	93,976	$	(35,344)	$	58,632	$	101,067	$	(31,902)	$	69,165
Software (useful life of 2 to 10 years)	$	145,094	$	(124,993)	$	20,101	$	140,727	$	(119,991)	$	20,736

(1) - Intangible assets not subject to amortization.

Tribune reviews goodwill and other indefinite-lived intangible assets for impairment annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350, “Intangibles-Goodwill and Other.” For the first quarter of 2020, the Company identified the market effects of the COVID-19 pandemic as an economic indicator that an interim evaluation was required. Under ASC Topic 350, the impairment review of goodwill and other intangible assets not subject to amortization must be based on estimated fair values. Impairment would occur when the carrying amount of a reporting unit with recorded goodwill or an individual masthead is greater than its fair value. The Company has determined that the reporting units at which goodwill will be evaluated are the eight newspaper media groups, TCA and BestReviews.

Estimates of fair value include Level 3 inputs as they are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. Thus, changes in key assumptions from period to period could significantly affect the estimates of fair value. Significant assumptions used in the fair value estimates include projected revenues and related growth rates over time (for the first quarter 2020 impairment test, the perpetuity growth (decline) rates used ranged from (22.1)% to 2.4%), forecasted revenue growth rates (for the first quarter 2020 impairment test, forecasted revenue growth (decline) ranged from (29.0)% to 17.9%), projected operating cash flow margins, estimated tax rates,

depreciation expense, capital expenditures, required working capital needs, and an appropriate risk-adjusted weighted-average cost of capital (for the first quarter 2020, the weighted average cost of capital used was 10.0% for print and ranged from 12.3% to 13.3% for digital properties). As of March 29, 2020, the Orlando Sentinel Media Group and the Sun Sentinel Media Group’s carrying values exceeded their fair values and the Company recorded non-cash impairment charges of $1.3 million and $1.1 million, respectively, during the six months ended June 28, 2020. The impairment charges resulted primarily from a decline in the fair value due to lower projected cash flows versus historical estimates. After these impairment charges, the calculated fair value of the Company’s reporting units with remaining goodwill balances exceeded their carrying values by at least 85.0%, except for the New York Daily News Media Group, which has a negative carrying value and goodwill of $1.4 million. As of June 28, 2020, the accumulated goodwill impairment charges to date are $18.8 million.

For mastheads, the calculated fair value includes Level 3 inputs and was determined using the royalty savings method. The key assumptions used in the fair value estimates under the royalty savings method are revenue and market growth, royalty rates for newspaper mastheads (for first quarter 2020, the royalty rate used ranged from 0.8% to 4.9%), estimated tax rates, an appropriate risk-adjusted weighted-average cost of capital (for the first quarter 2020, the weighted average cost of capital used was 10.0% for print and ranged from 12.3% to 13.3% for digital properties). These assumptions reflect Tribune’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of Tribune’s control. For mastheads as of the measurement date, the calculated fair value exceeded the carrying value by more than 100% in all instances, except for the Sun Sentinel Media Group and the New York Daily News Media Group. As of March 29, 2020, the Sun Sentinel Media Group and the New York Daily News Media Group masthead carrying values exceeded their fair values and the Company recorded non-cash impairment charges of $6.3 million and $0.8 million, respectively, during the six months ended June 28, 2020.

The changes in the carrying amounts of goodwill and newspaper mastheads during the six months ended June 28, 2020 is as follows (in thousands):

	Goodwill		Newspaper mastheads
Balance at December 29, 2019	$	117,675	$	34,826
Impairment	(2,478)		(7,091)
Balance at June 28, 2020	$	115,197	$	27,735

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INCOME TAXES

6 Months Ended

Jun. 28, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 11: INCOME TAXES

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act permits deferral of the payment of certain taxes due in 2020 including employer portion of social security tax. The Company elected to defer payment of the employer portion of social security tax. The CARES Act also included tax law changes such as net operating loss carryback changes and changes in depreciation of qualified improvement property that impact the Company. The Company will continue to assess the effect of the CARES Act and ongoing other government legislation related to COVID-19 that may be issued.

The Company has early adopted ASU 2019-12 which eliminates the rule that limited the interim tax benefit to the tax benefit expected for the year. The adoption has no effect on the Company’s consolidated financial statements with the exception of the change in the interim period tax calculation, which resulted in the Company recording an additional interim tax benefit of $8.3 million during the six months ended June 28, 2020, respectively. Additionally, the three and six months ended June 28, 2020 includes a benefit from the CARES Act relating to the carryback of a loss to a period with a higher tax rate of $0.2 million and $1.0 million, respectively.

For the three and six months ended June 28, 2020, the Company recorded an income tax benefit of $2.1 million and $19.8 million, respectively, which includes the impact of the CARES Act and the early adoption of ASU 2019-12. The effective tax rate on pretax income was 394.7% and 31.8% in the three and six months ended June 28, 2020, respectively. For the three and six months ended June 28, 2020, the rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, income from noncontrolling interest, tax expense related to vesting of stock compensation, non-deductible goodwill impairment and other nondeductible expenses.

For the three and six months ended June 30, 2019, the Company recorded an income tax expense relating to continuing operations of $2.5 million and an income tax benefit relating to continuing operations of $0.4 million, respectively. The effective tax rate on pretax income was 31.6% and (195.8)% in the three and six months ended June 30, 2019, respectively. For the three and six months ended June 30, 2019, the rate differs from the U.S. federal statutory rate of 21% primarily due to state income taxes, net of federal benefit, income from non-controlling interest, tax expense related to vesting of stock compensation, and nondeductible expenses.

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PENSION AND OTHER POSTRETIREMENT BENEFITS

6 Months Ended

Jun. 28, 2020

Retirement Benefits [Abstract]

PENSION AND OTHER POSTRETIREMENT BENEFITS

NOTE 12: PENSION AND OTHER POSTRETIREMENT BENEFITS

Multiemployer Pension Plans

The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. During the six months ended June 28, 2020, the Company made contributions totaling $3.4 million to the Teamsters Local Union No. 727 Pension Fund (the “Teamsters Fund”), pursuant to its amended rehabilitation plan. The Company expects to contribute an additional $3.9 million during the remainder of 2020. These payments are expensed as the payments become due.

Defined Benefit Plans

The Company is the sponsor of a single-employer defined benefit plan, the Daily News Retirement Plan (the “NYDN Pension Plan”). The NYDN Pension Plan provides benefits to certain current and former employees of the New York Daily News. As of March 31, 2018, future benefits under the NYDN Pension Plan were frozen and no new participants are permitted after that time. The Company contributed $2.5 million to the NYDN Pension Plan in the six months ended June 28, 2020. The Company’s remaining required minimum contribution for 2020 is not material. The CARES Act allows companies to defer making the required minimum contributions until January 1, 2021. Should companies defer making contributions, such deferred contributions accrue interest from the original due date through the payment date. The Company has not deferred any contributions as permitted by the CARES Act.

The components of net periodic benefit for the NYDN Pension Plan are as follows (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Service Cost	$	—	$	(80)	$	—	$	—	Compensation
Interest cost	557		947		1,107		1,759		Other income (expense), net
Expected return on assets	(946)		(938)		(1,892)		(2,107)		Other income (expense), net
Net periodic benefit	$	(389)	$	(71)	$	(785)	$	(348)

Postretirement Benefits Other Than Pensions

The Company provides postretirement health care to retirees pursuant to a number of benefit plans. The plans are frozen for new non-union employees. There is some variation in the provisions of these plans, including different provisions for lifetime maximums, prescription drug coverage and certain other benefits. The components of net periodic benefit credit for the Company’s postretirement health care and life insurance plans are as follows (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Service Cost	$	4	$	4	$	7	$	8	Compensation
Interest cost	7		9		13		19		Other income (expense), net
Amortization of prior service credits	(31)		(82)		(66)		(164)		Other income (expense), net
Amortization of actuarial gains	2		—		5		—		Other income (expense), net
Net periodic benefit	$	(18)	$	(69)	$	(41)	$	(137)

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NONCONTROLLING INTEREST

6 Months Ended

Jun. 28, 2020

Noncontrolling Interest [Abstract]

NONCONTROLLING INTEREST

NOTE 13: NONCONTROLLING INTEREST

The noncontrolling interest represents the 40% membership interest in BestReviews not owned by the Company. In connection with acquisition of BestReviews, the Company and the seller entered into an amended and restated limited liability company agreement of BestReviews (the “LLC Agreement”). Subject to the terms of the LLC Agreement, the Company had the right to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Call Option”). In addition, the Company was entitled to exercise a one-time right to purchase 25% of the units of membership interest of BestReviews retained by the seller with terms identical to those applicable to the Call Option.

The seller also had the right, beginning three years after closing date of the acquisition, to cause the Company to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Put Option”) at a purchase price to be determined in the same manner as if the Call Option was exercised.

In prior periods, the noncontrolling interest was presented between liabilities and stockholders’ equity within the Company’s Consolidated Condensed Balance Sheets because the Put Option described above could, upon exercise, have required the Company, under certain circumstances, to pay cash to purchase the noncontrolling interest. Each quarter, the carrying value of noncontrolling interest was adjusted to the amount the Company would have been required to pay the noncontrolling interest holders as if the Put Option had been exercised as of the balance sheet date, with an offsetting adjustment to stockholders’ equity. Adjustments to increase or decrease the carrying value of the noncontrolling interest also reduced or increased the amount of net income or loss attributable to Tribune common stockholders for purposes of determining both basic and diluted earnings per share.

On February 3, 2020, the Company and the seller amended the LLC Agreement to, among other things, remove the Put Option and Call Option sections of the LLC Agreement. This amendment eliminated the requirement as of that date in fiscal 2020 and in future periods to adjust the carrying value of the noncontrolling interest to the amount the Company would be required to pay to acquire the noncontrolling interest. Additionally, due to elimination of the Put Option, the noncontrolling interest has been reclassified to the Stockholders’ Equity section of the consolidated balance sheet. During the six months ended June 28, 2020, the Company recorded a carrying value adjustment of $0.3 million related to the period prior to the amendment of the LLC Agreement.

A summary of the activity with respect to noncontrolling interest for the six months ended June 28, 2020 is as follows (in thousands):

Balance at December 29, 2019	$	63,501
Carrying value adjustment	322
Income attributable to noncontrolling interest	310
Reclassification of noncontrolling interest ("NCI") from temporary equity	(64,133)
Balance at June 28, 2020	$	—

The income attributable to the noncontrolling interest for the six months ended June 28, 2020 was $3.5 million with $0.3 million attributed to the noncontrolling interest before the February 3, 2020 amendment as presented above and $3.2 million attributed to the noncontrolling interest after the February 3, 2020 amendment as presented in the Consolidated Statement of Equity.

Subsequent to the February 3, 2020 amendment BestReviews declared and paid dividends in the first quarter of 2020 of $13.0 million to its stockholders. The Company’s portion of these dividends was $7.8 million and the noncontrolling stockholders’ portion was $5.2 million. In June 2020, BestReviews declared and paid dividends of $6.0 million to its stockholders. The Company’s portion of these dividends was $3.6 million and the noncontrolling interest’s portion was $2.4 million. These dividends are presented in the Consolidated Statement of Equity.

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EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 28, 2020

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

NOTE 14: EARNINGS (LOSS) PER SHARE

Basic earnings per common share is calculated by dividing net income (loss) attributable to Tribune common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per common share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of common shares under equity-based compensation plans, except where the inclusion of such common shares would have an anti-dilutive impact. In accordance with ASC 260-10-55, net income (loss) from continuing operations is the control number in determining whether potential common shares are dilutive. If there is net loss from continuing operations, all potential common shares are considered anti-dilutive.

Basic and diluted earnings per common share were as follows (in thousands, except per share amounts):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Income (loss) - Numerator:
Net income (loss) from continuing operations	$	1,556	$	5,344	$	(42,450)	$	630
Less: Income attributable to noncontrolling interest	2,162		1,926		3,492		1,887
Less: Noncontrolling interest carrying value adjustment	—		—		322		—
Net income (loss) available to Tribune common stockholders, before discontinued operations	(606)		3,418		(46,264)		(1,257)
Plus: Loss from discontinued operations, net of taxes	—		(722)		—		(722)
Net income (loss) attributable to Tribune common stockholders	$	(606)	$	2,696	$	(46,264)	$	(1,979)
Shares - Denominator:
Weighted average number of common shares outstanding (basic)	36,462		35,711		36,378		35,669
Dilutive effect of employee stock options and RSUs	—		155		—		—
Adjusted weighted average shares outstanding (diluted)	36,462		35,866		36,378		35,669
Basic net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)
Income (loss) from discontinued operations	$	—	$	(0.02)	$	—	$	(0.02)
Basic net income (loss) attributable to Tribune per common share	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)
Diluted net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)
Income (loss) from discontinued operations	$	—	$	(0.02)	$	—	$	(0.02)
Diluted net income (loss) attributable to Tribune per common share	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)

The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 361,608 and 473,274 for the three and six months ended June 28, 2020, respectively. The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 924,887 for the three and six months ended June 30, 2019, respectively.

The number of RSUs that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 666,003 and 660,282 for the three and six months ended

June 28, 2020, respectively. The number of RSUs that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 1,341,464 and 1,282,973 for the three and six months ended June 30, 2019, respectively.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 28, 2020

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 15: STOCKHOLDERS’ EQUITY

Dividends

On February 19, 2020, the Board of Directors declared a cash dividend of $0.25 per share of common stock outstanding. The cash dividend of $9.1 million was paid on March 16, 2020, to shareholders of record as of March 2, 2020. Additionally, the Company accrued dividend equivalents of $0.2 million for RSUs outstanding as of the record date.

On May 8, 2020, the Board of Directors of the Company suspended the Company's quarterly cash dividend program until further notice given the unprecedented economic disruption caused by COVID-19. This action, along with many other operational actions taken at the Company, will help preserve liquidity. The Board of Directors will continue to monitor liquidity needs and capital allocation in the future.

Stock Repurchases

On March 13, 2019, the Board of Directors authorized $25.0 million to be used for stock repurchases for 24 months from the date of authorization. No repurchases were made in the six months ended June 28, 2020.

Significant Shareholders

Alden Funds

Alden Global Opportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. (together, the “Alden Funds”) beneficially own 11,544,213 shares of Tribune common stock, which represented 31.6% of the outstanding shares of Tribune common stock as of June 28, 2020. During November 2019, the Alden Funds acquired 11,544,213 shares of the Company’s common stock. Of those shares, 9,071,529 shares were purchased from Merrick Media and Michael W. Ferro, previously the Company’s non-executive Chairman of the Board, in a private transaction and the remaining shares were purchased on the open market.

On December 1, 2019, the Company entered into a Cooperation Agreement (“Cooperation Agreement”) with the Alden Funds pursuant to which the Board of Directors of the Company (the “Board”) agreed to increase the size of the Board to eight directors and promptly appoint two designees from the Alden Funds (“Alden Designees”) as directors of the Company. Additionally, until June 30, 2020 (“Cooperation Period”), the size of the Board of Directors would not be increased above eight members. Among other provisions, the Cooperation Agreement further provides that during the Cooperation Period, the Alden Funds and their affiliates would be subject to customary standstill restrictions, including (among others) refraining from (i) acquiring securities of the Company if it would result in their ownership of more than 33.0% of the Company’s outstanding shares of common stock, $0.01 par value; (ii) soliciting proxies to vote any securities of the Company; (iii) forming or participating in a “group” in connection with the Company’s voting securities or (iv) otherwise acting alone, or in concert with others, to seek to control or knowingly influence the management, the Board or policies of the Company (the “Standstill Restrictions”); provided that such prohibitions terminate if (a) a person or group that owns more than 15.0% of the issued and outstanding common stock (a “Related Party Investor”) (x) makes any proposal (other than a precatory proposal) at a meeting of the Company’s stockholders or otherwise acts alone, or in concert with others, to seek to control or knowingly influence the management, the Board or policies of the Company, (y) cooperates or otherwise acts in concert with the Board to nominate or elect a director that is proposed by, or is an employee or affiliate of, such Related Party Investor, or (z) acquires beneficial ownership of shares of common stock representing an additional 5.0% or more of the issued and outstanding common stock; (b) the Company enters into a material agreement with any Related Party Investor, other than on arms’ length terms (a “Related Party Agreement”) or alters, amends or modifies in any way a Related Party Agreement, other than on terms no less favorable to the Company than would be obtainable through arms’-length negotiations with a hypothetically similarly situated bona fide third-party; (c) the Company amends, waives or fails to enforce, the terms of any voting agreement or standstill agreement between the Company and a Related Party Investor other than such amendments or waivers that, taken as a whole, make the agreement more restrictive on the Related Party Investor

or (d) the Alden Designees are not nominated for election at, or are not elected at, the Company’s 2020 annual stockholder meeting. During the Cooperation Period, the Alden Funds and their respective affiliates will vote their shares of common stock in favor of any of the Board’s director nominees and against the removal of any such directors. The Cooperation Agreement expired on June 30, 2020.

On July 1, 2020, the Company entered into an Amended and Restated Cooperation Agreement (the “Amended and Restated Cooperation Agreement”) with the Alden Funds and Alden Global Capital LLC regarding the composition of the Board and related matters. The Amended and Restated Cooperation Agreement provides that the Board of Directors of the Company will increase the size of the Board to seven directors and appoint Randall D. Smith to fill the resulting vacancy. The Board had been reduced to six members at the 2020 annual shareholders meeting when two of the Board members retired. Additionally, until the earlier of June 16, 2021 or the first business day following the Company’s 2021 annual meeting of stockholders, which will be held on or before June 15, 2021 (the “Amended Cooperation Period”), the size of the Board of Directors will not be increased above seven members. The Amended and Restate Cooperation Agreement carried forward from the Cooperation Agreement the Standstill Restrictions, with certain changes to the termination provisions. The threshold for a person or group to become a Related Party Investor was lowered to ownership of more than 10.0% of the Company’s issued and outstanding common stock, and the Standstill Restrictions will terminate only if (a) a Related Party Investor (x) submits a valid stockholders proposal (other than a precatory proposal) at a meeting of the Company’s stockholders or (y) submits a valid notice of nomination to nominate on or more persons for election to the Board at a meeting of the Company’s stockholders; (b) the Company enters into a material agreement with any Related Party Investor, other than a Related Party Agreement or alters, amends or modifies in any way a Related Party Agreement, other than on terms no less favorable to the Company than would be obtainable through arms’-length negotiations with a hypothetically similarly situated bona fide third-party; (c) the Company amends, waives or fails to enforce, the terms of any voting agreement or standstill agreement between the Company and a Related Party Investor other than such amendments or waivers that, taken as a whole, make the agreement more restrictive on the Related Party Investor; (d) any of Ms. Dana Goldsmith Needleman, Mr. Christopher Minnetian, Mr. Randall D. Smith and their successors designated by the Alden Funds are not nominated for election at, or are not elected at, the Company’s 2021 annual stockholder meeting; or (e) on the date that (1) the Company executes a definitive agreement providing for the acquisition of a majority of the outstanding shares of common stock or a majority of the consolidated assets of the Company and its subsidiaries or (2) is 10 business days after commencement of a tender offer that, if consummated, would result in the offeror acquiring a majority of the outstanding shares of common stock and the Board has not recommended against acceptance of such tender offer. The prohibitions described in clause (i) of the Standstill Restrictions above will also terminate on the date that any person or group, other than the Alden Funds and their affiliates, acquires beneficial ownership of shares of common stock that results in such person or group beneficially owning 30.0% or more of the Company’s then-outstanding shares of common stock. During the Amended Cooperation Period, the Alden Funds will (a) vote their shares of common stock in favor of any Company director or any nominee designated by the Compensation, Nominating and Corporate Governance Committee of the Board and against the removal of any Company director and (b) not deposit any shares of common stock that they own or have the right to vote into a voting trust or subject them to a voting agreement or similar arrangement.

Nant Capital, LLC

Dr. Patrick Soon-Shiong, a former director of the Company, together with Nant Capital, beneficially own 8,743,619 shares of Tribune common stock, which represented 24.0% of the outstanding shares of Tribune common stock as of June 28, 2020. California Capital Equity, LLC (“CalCap”) directly owns all of the equity interests of Nant Capital, and CalCap may be deemed to have beneficial ownership of the shares held by Nant Capital. Dr. Soon-Shiong directly owns all of the equity interests of CalCap and may be deemed to beneficially own and share voting power and investment power with Nant Capital over all shares of Tribune common stock beneficially owned by Nant Capital. Under the Securities Purchase Agreement dated May 22, 2016, among the Company, Nant Capital and Dr. Patrick Soon-Shiong (“Nant Purchase Agreement”), Nant Capital and Dr. Soon-Shiong and their respective affiliates are prohibited from transferring shares of the Company’s common stock if the transfer would result in a person beneficially owning more than 4.9% of the Company’s then-outstanding shares of common stock following the transfer, as well as transfers to a material competitor of the Company in any of the Company’s then-existing primary geographical markets.

On January 17, 2019, Dr. Patrick Soon-Shiong, NantMedia and Nant Capital entered into a Standstill and Voting Agreement (“Standstill Agreement”) with the Company. The Standstill Agreement provides that until June 30, 2020, Dr. Patrick Soon-Shiong, Nant Media, and Nant Capital would not (a) make or participate in any solicitation of proxies to vote,

or seek to advise or knowingly influence any person with respect to the voting of any voting securities of the Company, (b) join or participate in a “group” (as defined in the rules of the SEC) in connection with any securities of the Company or (c) seek to control or knowingly influence the management, board of directors or policies of the Company. Furthermore, under the Standstill Agreement, Dr. Patrick Soon-Shiong, Nant Media and Nant Capital would, until June 30, 2020, vote their shares of common stock (a) in favor of each nominee or director designated by the Nominating and Governance Committee of the Board of Directors at each election of directors and (b) in accordance with the Board’s recommendations on any change of control transaction involving the Company at or above a minimum purchase price. The Company recorded a charge to non-operating expense during the six months ended June 30, 2019 for $0.5 million related to the Standstill Agreement.

Rights Agreement

On July 27, 2020, the Board of the Company declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share of the Company. The dividend is payable on August 7, 2020 to holders of record as of the close of business on that date. The Board has adopted the Rights Agreement to reduce the likelihood that a potential acquirer would gain (or seek to influence or change) control of the Company through acquisitions from other stockholders, open market accumulation or other tactics without paying an appropriate premium for the Company’s shares. In general terms and subject to certain exceptions, it works by imposing a significant penalty upon any person or group (including a group of persons that are acting in concert with each other) that acquires 10.0% or more of the outstanding common stock of the Company without the approval of the Board.

The Rights will expire on July 27, 2021, unless earlier exercised, exchanged, amended or redeemed. The Rights Agreement, which is desccribed more fully in the Company’s Current Report on Form 8-K dated July 28, 2020, includes antidilution provisions designed to prevent efforts to diminish the effectiveness of the Rights.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 Months Ended

Jun. 28, 2020

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 16: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table sets forth the components of accumulated other comprehensive income (loss), net of tax, for the six months ended June 28, 2020, where applicable (in thousands):

	Foreign Currency		OPEB		Pension		Total
Balance at December 29, 2019	$	(60)	$	42	$	(2,334)	$	(2,352)
Amounts reclassified from AOCI	—		(44)		—		(44)
Foreign currency translation adjustments	(7)		—		—		(7)
Balance at June 28, 2020	$	(67)	$	(2)	$	(2,334)	$	(2,403)

The following table presents the amounts and line items in the Consolidated Statements of Income (Loss) where adjustments reclassified from accumulated other comprehensive income (loss) were recorded during the three and six months ended June 28, 2020 and June 30, 2019 (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Pension and postretirement benefit adjustments:
Amortization of prior service credits	$	(31)	$	(82)	$	(66)	$	(164)	Other income, net
Amortization of actuarial gains	2		—		5		—		Other income, net
Total before taxes	(29)		(82)		(61)		(164)
Tax effect	(8)		(23)		(17)		(46)		Income tax expense (benefit)
Total reclassifications for the period	$	(21)	$	(59)	$	(44)	$	(118)

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CONTINGENCIES

6 Months Ended

Jun. 28, 2020

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES

NOTE 17: CONTINGENCIES

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business. The legal entities comprising our operations are defendants from time to time in actions for matters arising out of their business operations. In addition, the legal entities comprising our operations are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies.

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SUPPLEMENTAL CASH FLOW INFORMATION

6 Months Ended

Jun. 28, 2020

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

NOTE 18: SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information for each of the periods presented is as follows (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Cash paid during the period for:
Interest	$	194	$	—
Income taxes, net of refunds	(3,895)		7,957

The Company established restricted cash to collateralize outstanding letters of credit related to workers’ compensation obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Consolidated Condensed Balance Sheets that sum to the cash, cash equivalents and restricted cash as reported in the Consolidated Statements of Cash Flows (in thousands):

	June 28, 2020		December 29, 2019
Cash	$	80,515	$	60,963
Restricted cash	33,449		37,290
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	113,964	$	98,253

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DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 28, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fiscal Periods

Fiscal Periods—The Company’s fiscal year ends on the last Sunday in December. Fiscal year 2020 ends on December 27, 2020 and fiscal year 2019 ended on December 29, 2019. Fiscal year 2020 and 2019 are 52-week years with 13 weeks in each quarter.

Basis of Presentation

Basis of Presentation—The accompanying unaudited Consolidated Financial Statements and notes of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of Tribune as of June 28, 2020 and December 29, 2019 and the results of operations for the three and six months ended June 28, 2020 and June 30, 2019, respectively, and the cash flows for the three and six months ended June 28, 2020 and June 30, 2019, respectively. This includes all normal and recurring adjustments and elimination of intercompany transactions. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The year-end Consolidated Balance Sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

The Company assesses its operating segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” In the first quarter of 2020, the Company realigned its operations, combining the print and digital operations of its media groups together under the leadership of the Chief Executive Officer, who is also the chief operating decision maker for Tribune, as defined in ASC Topic 280. As a result of the realignment, beginning in the first quarter of 2020, the Company no longer reports separate segment results for its print and digital operations. Prior to the first quarter of fiscal 2020, Tribune was managed by its chief operating decision maker as two segments, segment M and segment X.

New Accounting Standards

Accounting standards adopted in 2020—In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Topic 326, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and requires the use of an “expected loss” model for instruments measured at amortized cost. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this standard effective the beginning of fiscal year 2020 and the adoption did not have a material effect on the Company’s consolidated financial statements. See Note 2 for additional information related to the expected credit losses.

In December 2019, the FASB issued ASU 2019-12, Topic 740, Income Taxes, which simplifies accounting for income taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to intraperiod tax allocation, the interim period tax calculation and deferred tax liabilities. ASU 2019-12 is applied prospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted the standard effective the beginning of fiscal year 2020. See Note 11 for additional information related to the Company’s income taxes.

Expected Credit Losses

Tribune holds financial assets in the form of accounts receivable that are primarily generated from advertising revenues, certain circulation-related revenues and commercial print and delivery revenues, and are grouped as such. The accounts receivable and allowance for doubtful accounts are analyzed under the expected credit losses method. Payment terms vary by revenue stream. Classified advertising and home delivery circulation terms are usually prepaid with advertising having terms of 30 to 60 days. Credit is extended based on an evaluation of each customer’s financial condition, and generally collateral is not requiredFor accounts receivable, Tribune uses an aging expected credit losses method that includes forward-looking qualitative factors when they arise. The Company has identified the market effects of the COVID-19 pandemic as a forward-looking qualitative factor to be considered. The Company uses an analysis of 24-months of collection and write off history to calculate historical loss percentages by aging group, which are applied to all accounts within the aging group. Specific reserves are reviewed and handled on a case by case basis. Accounts receivable balances outstanding for a year are reserved at 100%. As customer balances are determined to be uncollectible, the balances are written off against the allowance for doubtful accounts. Included in the allowance for doubtful accounts are amounts for sales adjustments not related to expected credit losses; such as, rebates, billing adjustments, and returns.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services. Revenues are recognized as performance obligations are satisfied at either a point in time, such as when an advertisement is published, or over time, such as content licensing.

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EXPECTED CREDIT LOSSES (Tables)

6 Months Ended

Jun. 28, 2020

Credit Loss [Abstract]

Summary of Accounts Receivable Allowances Activity

A summary of the activity with respect to the allowance for doubtful accounts for the six months ended June 28, 2020 is as follows (in thousands):

Accounts receivable allowance balance at December 29, 2019	$	9,674
Current period provision	4,205
Write offs	(3,631)
Sales adjustments, net	117
Accounts receivable allowance balance at June 28, 2020	$	10,365

Schedule of Accounts Receivable, Net

Accounts receivable, net, at June 28, 2020 and December 29, 2019, consisted of the following (in thousands):

	June 28, 2020		December 29, 2019
Accounts receivable	$	88,136	$	122,428
Less: Allowance for doubtful accounts	10,365		9,674
Accounts receivable, net	$	77,771	$	112,754

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LEASES (Tables)

6 Months Ended

Jun. 28, 2020

Leases [Abstract]

Summary of Lease Cost

Below is a summary of information related to the Company’s leases (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Lease Cost:
Finance lease cost:
Amortization of ROU assets	$	53	$	79	$	131	$	157
Interest on lease liabilities	29		26		57		52
Operating lease cost	5,930		7,112		13,191		14,247
Short-term lease costs	153		217		343		578
Variable lease costs	1,469		1,945		3,183		3,570
Sublease income	(687)		(443)		(1,430)		(1,572)
Total lease cost	$	6,947	$	8,936	$	15,475	$	17,032

Supplemental Cash Flow Information

Below is a summary of the supplemental cash flow information related to leases (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	12,370	$	20,431
Operating cash flows used for finance leases	—		60
Financing cash flows used for finance leases	$	50	$	303
ROU assets obtained in exchange for new operating lease liabilities	$	2,032	$	2,159

Below is a summary of the weighted average remaining lease terms and weighted average discount rates related to leases for the six months ended June 28, 2020:

Weighted average remaining lease term - finance leases (in years)	0.6 years
Weighted average remaining lease term - operating leases (in years)	5.7 years
Weighted average discount rate - finance leases	5.75	%
Weighted average discount rate - operating leases	4.74	%

Future Minimum Lease Payments for Operating Leases

Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of the six months ended June 28, 2020, are as follows (in thousands):

	Operating Leases		Finance Leases		Subleases
2020, remaining	$	18,690	$	50	$	1,375
2021	28,745		6,949		2,163
2022	26,638		—		1,620
2023	17,084		—		1,579
2024	9,560		—		—
Thereafter	33,051		—		—
Total future lease payments	133,768		6,999		6,737
Less: Imputed interest	17,244		65		—
Net future minimum lease payments	$	116,524	$	6,934	$	6,737

Future Minimum Lease Payments for Finance Leases

Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of the six months ended June 28, 2020, are as follows (in thousands):

	Operating Leases		Finance Leases		Subleases
2020, remaining	$	18,690	$	50	$	1,375
2021	28,745		6,949		2,163
2022	26,638		—		1,620
2023	17,084		—		1,579
2024	9,560		—		—
Thereafter	33,051		—		—
Total future lease payments	133,768		6,999		6,737
Less: Imputed interest	17,244		65		—
Net future minimum lease payments	$	116,524	$	6,934	$	6,737

Future Minimum Lease Payments for Subleases

Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more as of the six months ended June 28, 2020, are as follows (in thousands):

	Operating Leases		Finance Leases		Subleases
2020, remaining	$	18,690	$	50	$	1,375
2021	28,745		6,949		2,163
2022	26,638		—		1,620
2023	17,084		—		1,579
2024	9,560		—		—
Thereafter	33,051		—		—
Total future lease payments	133,768		6,999		6,737
Less: Imputed interest	17,244		65		—
Net future minimum lease payments	$	116,524	$	6,934	$	6,737

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REVENUE RECOGNITION (Tables)

6 Months Ended

Jun. 28, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company’s revenues disaggregated by type of revenue is as follows (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Print	$	38,082	$	79,814	$	95,996	$	155,667
Digital	15,679		23,738		34,581		44,653
Advertising	53,761		103,552		130,577		200,320
Print	77,122		84,809		158,313		171,490
Digital	10,133		6,762		18,954		12,956
Circulation	87,255		91,571		177,267		184,446
Commercial print & delivery	17,098		23,902		39,014		48,361
Direct mail	5,056		8,940		12,666		17,578
Content syndication and other	19,930		22,362		40,061		44,147
Other	42,084		55,204		91,741		110,086
Total operating revenues	$	183,100	$	250,327	$	399,585	$	494,852

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CHANGES IN OPERATIONS (Tables)

6 Months Ended

Jun. 28, 2020

Restructuring and Related Activities [Abstract]

Summary of Severance Accrual Activity

A summary of the activity with respect to the Company’s severance accrual for the six months ended June 28, 2020 is as follows (in thousands):

Balance at December 29, 2019	$	2,580
Provision	23,029
Payments	(12,588)
Balance at June 28, 2020	$	13,021

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RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 28, 2020

Related Party Transactions [Abstract]

Summary of Transition Services Agreement Activity

A summary of the activity with respect to the TSA is as follows (in thousands):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Accounts receivable from Nant Capital beginning balance	$	6,015	$	10,775	$	6,118	$	17,909
Revenue for TSA services	932		5,948		2,679		12,954
Reimbursable costs	12,283		13,332		27,282		29,677
Amounts received for TSA services	(1,281)		(6,537)		(2,953)		(12,403)
Amounts received for reimbursable costs	(12,861)		(14,775)		(28,298)		(40,013)
Amounts reimbursed to Nant for amounts collected from third parties under commingled revenue contracts	153		7,011		971		13,076
Amounts collected from third parties under commingled revenue contracts	—		(6,787)		(558)		(12,233)
Accounts receivable balance from NantMedia at quarter end (1)	$	5,241	$	8,967	$	5,241	$	8,967

(1) - The accounts receivable from NantMedia balance as of June 28, 2020 consists of $3.4 million of charges which had been billed and $1.9 million of charges which had not been billed as of that date.

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INVENTORIES (Tables)

6 Months Ended

Jun. 28, 2020

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories at June 28, 2020 and December 29, 2019 consisted of the following (in thousands):

	June 28, 2020		December 29, 2019
Newsprint	$	3,367	$	4,510
Supplies and other	357		310
Total inventories	$	3,724	$	4,820

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 28, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Other Intangible Assets

Goodwill and other intangible assets at June 28, 2020 and December 29, 2019, consisted of the following (in thousands):

	June 28, 2020						December 29, 2019
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Goodwill	$	115,197			$	115,197	$	117,675			$	117,675
Newspaper mastheads (1)	$	27,735	$	—	$	27,735	$	34,826	$	—	$	34,826
Subscribers (useful life of 2 to 10 years)	7,312		(5,985)		1,327		7,312		(5,642)		1,670
Advertiser relationships (useful life of 2 to 13 years)	27,648		(16,258)		11,390		27,648		(15,002)		12,646
Trade names (useful life of 20 years)	15,100		(4,470)		10,630		15,100		(4,093)		11,007
Other (useful life of 1 to 20 years)	16,181		(8,631)		7,550		16,181		(7,165)		9,016
Total intangible assets	$	93,976	$	(35,344)	$	58,632	$	101,067	$	(31,902)	$	69,165
Software (useful life of 2 to 10 years)	$	145,094	$	(124,993)	$	20,101	$	140,727	$	(119,991)	$	20,736

(1) - Intangible assets not subject to amortization.

The changes in the carrying amounts of goodwill and newspaper mastheads during the six months ended June 28, 2020 is as follows (in thousands):

	Goodwill		Newspaper mastheads
Balance at December 29, 2019	$	117,675	$	34,826
Impairment	(2,478)		(7,091)
Balance at June 28, 2020	$	115,197	$	27,735

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PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables)

6 Months Ended

Jun. 28, 2020

Retirement Benefits [Abstract]

Schedule of Components of Net Periodic Benefit for NYDN Pension Plan

The components of net periodic benefit for the NYDN Pension Plan are as follows (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Service Cost	$	—	$	(80)	$	—	$	—	Compensation
Interest cost	557		947		1,107		1,759		Other income (expense), net
Expected return on assets	(946)		(938)		(1,892)		(2,107)		Other income (expense), net
Net periodic benefit	$	(389)	$	(71)	$	(785)	$	(348)

Schedule of Components of Net Periodic Benefit Credit for Postretirement Health Care and Life Insurance Plans

The components of net periodic benefit credit for the Company’s postretirement health care and life insurance plans are as follows (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Service Cost	$	4	$	4	$	7	$	8	Compensation
Interest cost	7		9		13		19		Other income (expense), net
Amortization of prior service credits	(31)		(82)		(66)		(164)		Other income (expense), net
Amortization of actuarial gains	2		—		5		—		Other income (expense), net
Net periodic benefit	$	(18)	$	(69)	$	(41)	$	(137)

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NONCONTROLLING INTEREST (Tables)

6 Months Ended

Jun. 28, 2020

Noncontrolling Interest [Abstract]

Noncontrolling Interest Activity

A summary of the activity with respect to noncontrolling interest for the six months ended June 28, 2020 is as follows (in thousands):

Balance at December 29, 2019	$	63,501
Carrying value adjustment	322
Income attributable to noncontrolling interest	310
Reclassification of noncontrolling interest ("NCI") from temporary equity	(64,133)
Balance at June 28, 2020	$	—

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EARNINGS (LOSS) PER SHARE (Tables)

6 Months Ended

Jun. 28, 2020

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Common Share

Basic and diluted earnings per common share were as follows (in thousands, except per share amounts):

	Three months ended				Six months ended
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Income (loss) - Numerator:
Net income (loss) from continuing operations	$	1,556	$	5,344	$	(42,450)	$	630
Less: Income attributable to noncontrolling interest	2,162		1,926		3,492		1,887
Less: Noncontrolling interest carrying value adjustment	—		—		322		—
Net income (loss) available to Tribune common stockholders, before discontinued operations	(606)		3,418		(46,264)		(1,257)
Plus: Loss from discontinued operations, net of taxes	—		(722)		—		(722)
Net income (loss) attributable to Tribune common stockholders	$	(606)	$	2,696	$	(46,264)	$	(1,979)
Shares - Denominator:
Weighted average number of common shares outstanding (basic)	36,462		35,711		36,378		35,669
Dilutive effect of employee stock options and RSUs	—		155		—		—
Adjusted weighted average shares outstanding (diluted)	36,462		35,866		36,378		35,669
Basic net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)
Income (loss) from discontinued operations	$	—	$	(0.02)	$	—	$	(0.02)
Basic net income (loss) attributable to Tribune per common share	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)
Diluted net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations	$	(0.02)	$	0.10	$	(1.27)	$	(0.04)
Income (loss) from discontinued operations	$	—	$	(0.02)	$	—	$	(0.02)
Diluted net income (loss) attributable to Tribune per common share	$	(0.02)	$	0.08	$	(1.27)	$	(0.06)

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

6 Months Ended

Jun. 28, 2020

Equity [Abstract]

Schedule of Components of Accumulated Other Comprehensive Income (Loss), Net of Tax

The following table sets forth the components of accumulated other comprehensive income (loss), net of tax, for the six months ended June 28, 2020, where applicable (in thousands):

	Foreign Currency		OPEB		Pension		Total
Balance at December 29, 2019	$	(60)	$	42	$	(2,334)	$	(2,352)
Amounts reclassified from AOCI	—		(44)		—		(44)
Foreign currency translation adjustments	(7)		—		—		(7)
Balance at June 28, 2020	$	(67)	$	(2)	$	(2,334)	$	(2,403)

Schedule of Reclassification out of Accumulated Other Comprehensive Income (Loss)

The following table presents the amounts and line items in the Consolidated Statements of Income (Loss) where adjustments reclassified from accumulated other comprehensive income (loss) were recorded during the three and six months ended June 28, 2020 and June 30, 2019 (in thousands):

	Three months ended				Six months ended				Affected Line Items in the Consolidated Statements of Income (Loss)
	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Pension and postretirement benefit adjustments:
Amortization of prior service credits	$	(31)	$	(82)	$	(66)	$	(164)	Other income, net
Amortization of actuarial gains	2		—		5		—		Other income, net
Total before taxes	(29)		(82)		(61)		(164)
Tax effect	(8)		(23)		(17)		(46)		Income tax expense (benefit)
Total reclassifications for the period	$	(21)	$	(59)	$	(44)	$	(118)

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

6 Months Ended

Jun. 28, 2020

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information for each of the periods presented is as follows (in thousands):

	Six months ended
	June 28, 2020		June 30, 2019
Cash paid during the period for:
Interest	$	194	$	—
Income taxes, net of refunds	(3,895)		7,957

Restrictions on Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Consolidated Condensed Balance Sheets that sum to the cash, cash equivalents and restricted cash as reported in the Consolidated Statements of Cash Flows (in thousands):

	June 28, 2020		December 29, 2019
Cash	$	80,515	$	60,963
Restricted cash	33,449		37,290
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	113,964	$	98,253

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Consolidated Condensed Balance Sheets that sum to the cash, cash equivalents and restricted cash as reported in the Consolidated Statements of Cash Flows (in thousands):

	June 28, 2020		December 29, 2019
Cash	$	80,515	$	60,963
Restricted cash	33,449		37,290
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	113,964	$	98,253

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DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - (Details)	6 Months Ended	12 Months Ended
	Jun. 28, 2020 market	Dec. 29, 2019 numberOfSegments
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of markets | market	8
Number of reportable segments | numberOfSegments		2

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EXPECTED CREDIT LOSSES - (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 28, 2020	Jun. 28, 2020
Credit Loss [Abstract]
Accounts receivable balances outstanding, reserve percentage		100.00%
Credit loss expense (reversal)	$ 1,200	$ 4,205

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EXPECTED CREDIT LOSSES - Summary of Accounts Receivable Allowances Activity (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 28, 2020	Jun. 28, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Accounts receivable allowance balance at December 29, 2019		$ 9,674
Current period provision	$ 1,200	4,205
Write offs		(3,631)
Sales adjustments, net		117
Accounts receivable allowance balance at June 28, 2020	$ 10,365	$ 10,365

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EXPECTED CREDIT LOSSES - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Jun. 28, 2020	Dec. 29, 2019
Credit Loss [Abstract]
Accounts receivable	$ 88,136	$ 122,428
Less: Allowance for doubtful accounts	10,365	9,674
Accounts receivable, net	$ 77,771	$ 112,754

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LEASES - (Details) $ in Thousands		3 Months Ended	6 Months Ended
	Jul. 01, 2020 USD ($)	Jun. 28, 2020 numberOfLeases	Jun. 28, 2020 USD ($) ft² numberOfLeases renewal_option	Aug. 05, 2020 numberOfSegments	Mar. 29, 2020 ft²
Lessee, Lease, Description [Line Items]
Area of leased spaces | ft²			4,200,000
Sublease facility, square footage | ft²			100,000
Number of leases subject to lease restructuring, abatements and deferrals | numberOfLeases			11
Number of leases modified | numberOfLeases		13
Number of leases subject to lease termination | numberOfLeases		4	4
Termination fee			$ 23,029
Impairment charge of lease assets			14,500
Cash paid upon termination			12,588
Subsequent Event
Lessee, Lease, Description [Line Items]
Number of additional leases subject to lease concessions or terminations | numberOfSegments				4
Contract Termination
Lessee, Lease, Description [Line Items]
Termination fee			400
Impairment charge of lease assets			4,200
Chicago Area Office Space | Contract Termination
Lessee, Lease, Description [Line Items]
Square feet of office space vacated | ft²					21,952
Los Angeles Office Space | Contract Termination
Lessee, Lease, Description [Line Items]
Square feet of office space vacated | ft²					17,960
Los Angeles Office Space | Contract Termination | Subsequent Event
Lessee, Lease, Description [Line Items]
Termination fee	$ 1,300
Cash paid upon termination	1,200
Gain (loss) on termination of lease	$ 300
Chicago and Los Angeles Office Space
Lessee, Lease, Description [Line Items]
Impairment charge of lease assets			$ 2,800
Minimum
Lessee, Lease, Description [Line Items]
Term of sublease contract			2 years
Term extensions for leases in exchange for deferrals or abatements		3 months
Maximum
Lessee, Lease, Description [Line Items]
Term of sublease contract			10 years
Term extensions for leases in exchange for deferrals or abatements		22 months
Printing Plants
Lessee, Lease, Description [Line Items]
Period of non-cancelable leases		10 years	10 years
Number of renewal options | renewal_option			2
Lease renewal term		10 years	10 years
Distribution Facilities
Lessee, Lease, Description [Line Items]
Period of non-cancelable leases		5 years	5 years
Lease renewal term		5 years	5 years
Distribution Facilities | Minimum
Lessee, Lease, Description [Line Items]
Number of renewal options | renewal_option			2
Distribution Facilities | Maximum
Lessee, Lease, Description [Line Items]
Number of renewal options | renewal_option			3
Office Space | Minimum
Lessee, Lease, Description [Line Items]
Period of non-cancelable leases		2 years	2 years
Office Space | Maximum
Lessee, Lease, Description [Line Items]
Period of non-cancelable leases		13 years	13 years

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LEASES - Summary of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Finance lease cost:
Amortization of ROU assets	$ 53	$ 79	$ 131	$ 157
Interest on lease liabilities	29	26	57	52
Operating lease cost	5,930	7,112	13,191	14,247
Short-term lease costs	153	217	343	578
Variable lease costs	1,469	1,945	3,183	3,570
Sublease income	(687)	(443)	(1,430)	(1,572)
Total lease cost	$ 6,947	$ 8,936	$ 15,475	$ 17,032

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LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$ 12,370	$ 20,431
Operating cash flows used for finance leases	0	60
Financing cash flows used for finance leases	50	303
ROU assets obtained in exchange for new operating lease liabilities	$ 2,032	$ 2,159
Weighted average remaining lease term - finance leases (in years)	7 months 6 days
Weighted average remaining lease term - operating leases (in years)	5 years 8 months 12 days
Weighted average discount rate - finance leases	5.75%
Weighted average discount rate - operating leases	4.74%

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LEASES - Future Minimum Lease Payments (Details) $ in Thousands	Jun. 28, 2020 USD ($)
Operating Leases
2020, remaining	$ 18,690
2021	28,745
2022	26,638
2023	17,084
2024	9,560
Thereafter	33,051
Total future lease payments	133,768
Less: Imputed interest	17,244
Net future minimum lease payments	116,524
Finance Leases
2020, remaining	50
2021	6,949
2022	0
2023	0
2024	0
Thereafter	0
Total future lease payments	6,999
Less: Imputed interest	65
Net future minimum lease payments	6,934
Subleases
2020, remaining	1,375
2021	2,163
2022	1,620
2023	1,579
2024	0
Thereafter	0
Total future lease payments	$ 6,737

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REVENUE RECOGNITION - (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 28, 2020	Dec. 29, 2019
Revenue from Contract with Customer [Abstract]
Deferred revenue		$ 45.3
Contract liabilities recognized as revenue	$ 37.7

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REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Disaggregation of Revenue [Line Items]
Operating revenues	$ 183,100	$ 250,327	$ 399,585	$ 494,852
Advertising
Disaggregation of Revenue [Line Items]
Operating revenues	53,761	103,552	130,577	200,320
Advertising | Print
Disaggregation of Revenue [Line Items]
Operating revenues	38,082	79,814	95,996	155,667
Advertising | Digital
Disaggregation of Revenue [Line Items]
Operating revenues	15,679	23,738	34,581	44,653
Circulation
Disaggregation of Revenue [Line Items]
Operating revenues	87,255	91,571	177,267	184,446
Circulation | Print
Disaggregation of Revenue [Line Items]
Operating revenues	77,122	84,809	158,313	171,490
Circulation | Digital
Disaggregation of Revenue [Line Items]
Operating revenues	10,133	6,762	18,954	12,956
Commercial print & delivery
Disaggregation of Revenue [Line Items]
Operating revenues	17,098	23,902	39,014	48,361
Direct mail
Disaggregation of Revenue [Line Items]
Operating revenues	5,056	8,940	12,666	17,578
Content syndication and other
Disaggregation of Revenue [Line Items]
Operating revenues	19,930	22,362	40,061	44,147
Other
Disaggregation of Revenue [Line Items]
Operating revenues	$ 42,084	$ 55,204	$ 91,741	$ 110,086

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CHANGES IN OPERATIONS - (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020 USD ($) position	Mar. 29, 2020 position	Jun. 28, 2020 USD ($) position	Jun. 30, 2019 USD ($) position employee	Jul. 23, 2019 USD ($)
Restructuring Cost and Reserve [Line Items]
Reductions in staffing levels in operations | position			568	105
Restructuring charges			$ 23,029
Proceeds from the sale of property, plant and equipment			9,451	$ 0
Pre-tax gain on sale of property			5,069	$ 0
Accelerated depreciation recognized	$ 2,300		2,300
2020 Voluntary Severance Incentive Plan
Restructuring Cost and Reserve [Line Items]
Reductions in staffing levels in operations | position		199
2018 Voluntary Severance Incentive Plan
Restructuring Cost and Reserve [Line Items]
Reductions in staffing levels in operations | position				23
Employee Severance | 2018 Voluntary Severance Incentive Plan
Restructuring Cost and Reserve [Line Items]
Reductions in staffing levels in operations | position	141
Separation of Executives
Restructuring Cost and Reserve [Line Items]
Restructuring charges				$ 6,700
Separation of CEO and Executives
Restructuring Cost and Reserve [Line Items]
Restructuring charges			600	4,000
Stock based compensation for shares which would best during salary continuation period				$ 1,500
Other Restructuring
Restructuring Cost and Reserve [Line Items]
Proceeds from the sale of property, plant and equipment			9,000
Pre-tax gain on sale of property			$ 5,200
Senior Executive | Separation of CEO and Executives
Restructuring Cost and Reserve [Line Items]
Reductions in staffing levels in operations | employee				2
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations
Restructuring Cost and Reserve [Line Items]
Sales price for sale of real estate property					$ 9,500

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CHANGES IN OPERATIONS - Summary of Severance Accrual Activity (Details) $ in Thousands	6 Months Ended
	Jun. 28, 2020 USD ($)
Restructuring Reserve [Roll Forward]
Balance at beginning of period	$ 2,580
Provision	23,029
Payments	(12,588)
Balance at end of period	$ 13,021

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DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019	Jun. 18, 2018
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Adjustments to certain reserves related to indemnified liabilities	$ 1,000	$ 1,000
Tax expense (benefit) recorded	$ (300)	$ (300)
California Properties | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Aggregate purchase price			$ 500,000
Post closing working capital payment			$ 9,700

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RELATED PARTY TRANSACTIONS - (Details) - Transaction Services Agreement	Jun. 18, 2018
Related Party Transaction [Line Items]
Transition services agreement, term	12 months
Notice period to discontinue transition services agreement	60 days

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RELATED PARTY TRANSACTIONS - Transition Services Agreement (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Summary of Activity in the Transition Services Agreement [Roll Forward]
Revenue for TSA services	$ 183,100	$ 250,327	$ 399,585	$ 494,852
Nant Media
Summary of Activity in the Transition Services Agreement [Roll Forward]
Charges which have been billed	3,400		3,400
Charges which have not been billed	1,900		1,900
Nant Media | Transaction Services Agreement
Summary of Activity in the Transition Services Agreement [Roll Forward]
Accounts receivable from Nant Capital beginning balance	6,015	10,775	6,118	17,909
Accounts receivable balance from NantMedia at quarter end	5,241	8,967	5,241	8,967
Nant Media | Revenue for TSA services
Summary of Activity in the Transition Services Agreement [Roll Forward]
Revenue for TSA services	932	5,948	2,679	12,954
Nant Media | Reimbursable costs
Summary of Activity in the Transition Services Agreement [Roll Forward]
Amount of related party transaction	12,283	13,332	27,282	29,677
Nant Media | Amounts received for TSA services
Summary of Activity in the Transition Services Agreement [Roll Forward]
Amount of related party transaction	(1,281)	(6,537)	(2,953)	(12,403)
Nant Media | Amounts received for reimbursable costs
Summary of Activity in the Transition Services Agreement [Roll Forward]
Amount of related party transaction	(12,861)	(14,775)	(28,298)	(40,013)
Nant Media | Amounts reimbursed to Nant for amounts collected from third parties under commingled revenue contracts
Summary of Activity in the Transition Services Agreement [Roll Forward]
Amount of related party transaction	153	7,011	971	13,076
Nant Media | Amounts collected from third parties under commingled revenue contracts
Summary of Activity in the Transition Services Agreement [Roll Forward]
Amount of related party transaction	$ 0	$ (6,787)	$ (558)	$ (12,233)

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INVENTORIES - Summary of Inventories (Details) - USD ($) $ in Thousands	Jun. 28, 2020	Dec. 29, 2019
Inventory Disclosure [Abstract]
Newsprint	$ 3,367	$ 4,510
Supplies and other	357	310
Total inventories	$ 3,724	$ 4,820

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LONG-LIVED ASSETS (Details) $ in Millions	6 Months Ended
	Jun. 28, 2020 USD ($)
Property, Plant and Equipment [Line Items]
Impairment charge of lease assets	$ 14.5
Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Impairment charge related to property, plant and equipment	16.1
Property, Plant and Equipment, Other Types
Property, Plant and Equipment [Line Items]
Impairment charge related to property, plant and equipment	$ 4.0

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GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 28, 2020	Dec. 29, 2019
Intangible Assets, Net (Including Goodwill) [Abstract]
Goodwill	$ 115,197	$ 117,675
Newspaper mastheads	27,735	34,826
Finite-Lived Intangible Assets, Net [Abstract]
Accumulated Amortization	(35,344)	(31,902)
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Amount	93,976	101,067
Net Amount	58,632	69,165
Software
Net Amount	20,101	20,736
Subscribers
Finite-Lived Intangible Assets, Net [Abstract]
Gross Amount	7,312	7,312
Accumulated Amortization	(5,985)	(5,642)
Net Amount	$ 1,327	1,670
Subscribers | Minimum
Software
Useful life	2 years
Subscribers | Maximum
Software
Useful life	10 years
Advertiser relationships
Finite-Lived Intangible Assets, Net [Abstract]
Gross Amount	$ 27,648	27,648
Accumulated Amortization	(16,258)	(15,002)
Net Amount	$ 11,390	12,646
Advertiser relationships | Minimum
Software
Useful life	2 years
Advertiser relationships | Maximum
Software
Useful life	13 years
Tradenames
Finite-Lived Intangible Assets, Net [Abstract]
Gross Amount	$ 15,100	15,100
Accumulated Amortization	(4,470)	(4,093)
Net Amount	$ 10,630	11,007
Software
Useful life	20 years
Other
Finite-Lived Intangible Assets, Net [Abstract]
Gross Amount	$ 16,181	16,181
Accumulated Amortization	(8,631)	(7,165)
Net Amount	$ 7,550	9,016
Other | Minimum
Software
Useful life	1 year
Other | Maximum
Software
Useful life	20 years
Software
Software
Gross Amount	$ 145,094	140,727
Accumulated Amortization	(124,993)	(119,991)
Net Amount	$ 20,101	$ 20,736
Software | Minimum
Software
Useful life	2 years
Software | Maximum
Software
Useful life	10 years

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GOODWILL AND OTHER INTANGIBLE ASSETS - (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 29, 2020 USD ($)	Jun. 28, 2020 USD ($) newspaper_media_group	Dec. 29, 2019 USD ($)
Goodwill [Line Items]
Number of newspaper media group | newspaper_media_group		8
Non-cash impairment charge		$ 2,478
Goodwill		115,197	$ 117,675
Accumulated goodwill impairment charges		18,800
Non-cash impairment charge		7,091
Measurement Input, Discount Rate | Average of the Discounted Cash Flow Method and the Market Comparable Method [Member] | Print
Goodwill [Line Items]
Goodwill, measurement input	0.100
Measurement Input, Discount Rate | Royalty Savings Method | Print
Goodwill [Line Items]
Goodwill, measurement input	0.100
Minimum | Average of the Discounted Cash Flow Method and the Market Comparable Method [Member]
Goodwill [Line Items]
Forecasted EBITDA margins	(29.00%)
Minimum | Royalty Savings Method
Goodwill [Line Items]
Royalty rate	0.80%
Minimum | Measurement Input, Long-term Revenue Growth Rate | Average of the Discounted Cash Flow Method and the Market Comparable Method [Member]
Goodwill [Line Items]
Goodwill, measurement input	(0.221)
Minimum | Measurement Input, Discount Rate | Average of the Discounted Cash Flow Method and the Market Comparable Method [Member] | Digital
Goodwill [Line Items]
Goodwill, measurement input	0.123
Minimum | Measurement Input, Discount Rate | Royalty Savings Method | Digital
Goodwill [Line Items]
Goodwill, measurement input	0.123
Maximum | Average of the Discounted Cash Flow Method and the Market Comparable Method [Member]
Goodwill [Line Items]
Forecasted EBITDA margins	17.90%
Maximum | Royalty Savings Method
Goodwill [Line Items]
Royalty rate	4.90%
Maximum | Measurement Input, Long-term Revenue Growth Rate | Average of the Discounted Cash Flow Method and the Market Comparable Method [Member]
Goodwill [Line Items]
Goodwill, measurement input	0.024
Maximum | Measurement Input, Discount Rate | Average of the Discounted Cash Flow Method and the Market Comparable Method [Member] | Digital
Goodwill [Line Items]
Goodwill, measurement input	0.133
Maximum | Measurement Input, Discount Rate | Royalty Savings Method | Digital
Goodwill [Line Items]
Goodwill, measurement input	0.133
All Reporting Units Excluding New York Daily News Media Group
Goodwill [Line Items]
Percentage of fair value in excess of carrying amount	85.00%
New York Daily News Media Group
Goodwill [Line Items]
Goodwill	$ 1,400
Non-cash impairment charge		800
Orlando Sentinel Media Group
Goodwill [Line Items]
Non-cash impairment charge		1,300
Sun Sentinel Media Group
Goodwill [Line Items]
Non-cash impairment charge		1,100
Non-cash impairment charge		$ 6,300
All Reporting Units Excluding Sun Sentinel Media Group and New York Daily News Media Group | Royalty Savings Method | Newspaper Mastheads
Goodwill [Line Items]
Percentage of fair value in excess of carrying amount	100.00%

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GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in Carrying Amounts of Goodwill and Newspaper Mastheads (Details) $ in Thousands	6 Months Ended
	Jun. 28, 2020 USD ($)
Goodwill
Balance at December 29, 2019	$ 117,675
Impairment	(2,478)
Balance at June 28, 2020	115,197
Newspaper mastheads
Balance at December 29, 2019	34,826
Impairment	(7,091)
Balance at June 28, 2020	$ 27,735

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INCOME TAXES - (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Income tax expense (benefit)	$ (2,084)	$ 2,465	$ (19,766)	$ (417)
Income tax benefit loss carryback from the CARES Act	$ 200		$ 1,000
Effective tax rate on pretax income, percent	394.70%	31.60%	31.80%	(195.80%)
Accounting Standards Update 2019-12
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Income tax expense (benefit)			$ (8,300)

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PENSION AND OTHER POSTRETIREMENT BENEFITS - (Details) $ in Millions	6 Months Ended
	Jun. 28, 2020 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Multiemployer plan type	us-gaap:PensionPlansDefinedBenefitMember
Contributions made by the Company to multiemployer pension plan	$ 3.4
Multiemployer pension plan name	us-gaap:RetirementPlanNameDomain
Expected future contribution to multiemployer plan	$ 3.9
NYDN Pension Plan | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Pension contribution	$ 2.5

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PENSION AND OTHER POSTRETIREMENT BENEFITS - Components of Defined Benefit Plan (Details) - Pension Plan - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	$ 0	$ (80)	$ 0	$ 0
Interest cost	557	947	1,107	1,759
Expected return on assets	(946)	(938)	(1,892)	(2,107)
Net periodic benefit	$ (389)	$ (71)	$ (785)	$ (348)

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PENSION AND OTHER POSTRETIREMENT BENEFITS - Components of Net Periodic Benefit Credit for Postretirement Health Care and Life Insurance Plans (Details) - Other Postretirement Plans - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	$ 4	$ 4	$ 7	$ 8
Interest cost	7	9	13	19
Amortization of prior service credits	(31)	(82)	(66)	(164)
Amortization of actuarial gains	2	0	5	0
Net periodic benefit	$ (18)	$ (69)	$ (41)	$ (137)

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NONCONTROLLING INTEREST - (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Mar. 29, 2020	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Noncontrolling Interest [Line Items]
Right to purchase membership units (percentage)					25.00%
Carrying value adjustment			$ 0	$ 0	$ 322	$ 0
Income (loss) attributable to noncontrolling interest					3,500
Income attributable to noncontrolling interest					310
Net income (loss) attributable to noncontrolling interests					$ 3,200
Dividends declared	$ 3,600	$ 7,800
Noncontrolling shareholders' portion of dividends declared	$ 2,400	5,200
BestReviews LLC
Noncontrolling Interest [Line Items]
Dividends declared		$ 13,000
BestReviews LLC
Noncontrolling Interest [Line Items]
Ownership percentage	40.00%		40.00%		40.00%
Dividends declared	$ 6,000

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NONCONTROLLING INTEREST - Noncontrolling Interest Activity (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 28, 2020	Mar. 29, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance at December 29, 2019		$ 63,501		$ 63,501
Carrying value adjustment	$ 0		$ 0	322	$ 0
Income attributable to noncontrolling interest				310
Reclassification of noncontrolling interest ("NCI") from temporary equity		$ (64,133)		(64,133)
Balance at June 28, 2020	$ 0			$ 0

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EARNINGS (LOSS) PER SHARE - Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Income (loss) - Numerator:
Net income (loss) from continuing operations	$ 1,556	$ 5,344	$ (42,450)	$ 630
Less: Income attributable to noncontrolling interest	2,162	1,926	3,492	1,887
Less: Noncontrolling interest carrying value adjustment	0	0	322	0
Net income (loss) attributable to Tribune common stockholders	(606)	3,418	(46,264)	(1,257)
Plus: Loss from discontinued operations, net of taxes	0	(722)	0	(722)
Net income (loss) attributable to Tribune common stockholders	$ (606)	$ 2,696	$ (46,264)	$ (1,979)
Shares - Denominator:
Weighted average number of common shares outstanding (basic) (in shares)	36,462	35,711	36,378	35,669
Dilutive effect of employee stock options and RSUs (in shares)	0	155	0	0
Adjusted weighted average shares outstanding (diluted) (in shares)	36,462	35,866	36,378	35,669
Basic net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations (in dollars per share)	$ (0.02)	$ 0.10	$ (1.27)	$ (0.04)
Income (loss) from discontinued operations (in dollars per share)	0	(0.02)	0	(0.02)
Basic net income attributable to Tribune per common share (in dollars per share)	(0.02)	0.08	(1.27)	(0.06)
Diluted net income (loss) attributable to Tribune per common share:
Income (loss) from continuing operations (in dollars per share)	(0.02)	0.10	(1.27)	(0.04)
Income (loss) from discontinued operations (in dollars per share)	0	(0.02)	0	(0.02)
Diluted net income attributable to Tribune per common share (in dollars per share)	$ (0.02)	$ 0.08	$ (1.27)	$ (0.06)

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EARNINGS (LOSS) PER SHARE - (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Option
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	361,608	924,887	473,274	924,887
RSU
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	666,003	1,341,464	660,282	1,282,973

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STOCKHOLDERS' EQUITY - (Details)									1 Months Ended	3 Months Ended			6 Months Ended	7 Months Ended	12 Months Ended
	Jul. 27, 2020 numberOfPurchaseRights	Jul. 01, 2020 numberOfBoardMembers	Jun. 30, 2020 numberOfBoardMembers	Mar. 16, 2020 USD ($)	Mar. 02, 2020 USD ($)	Feb. 19, 2020 $ / shares	Mar. 13, 2019 USD ($)	May 22, 2016	Nov. 30, 2019 shares	Jun. 28, 2020 USD ($) $ / shares shares	Mar. 29, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 28, 2020 USD ($) $ / shares shares	Jun. 30, 2020 numberOfBoardMembers	Jun. 15, 2021 numberOfBoardMembers	Dec. 29, 2019 $ / shares
Class of Stock [Line Items]
Special cash dividend declared (in usd per share) | $ / shares						$ 0.25
Cash dividend paid | $				$ 9,100,000						$ 2,400,000	$ 9,305,000	$ 55,755,000
Stock repurchase program, authorized amount | $							$ 25,000,000.0						$ 0
Common stock, par value (in dollars per share) | $ / shares										$ 0.01			$ 0.01			$ 0.01
Charge to non-operating expense | $												$ 500,000
Preferred stock, par value (in dollars per share) | $ / shares										$ 0.01			$ 0.01			$ 0.01
Subsequent Event
Class of Stock [Line Items]
Number of board members			6
Number of board members retired			2
Merrick Shares purchase agreement | Private Placement | Mr. Ferro | Beneficial Owner
Class of Stock [Line Items]
Beneficial ownership by related party, common shares owned (in shares) | shares										11,544,213			11,544,213
Beneficial ownership by related party, percentage of common stock owned										31.60%			31.60%
Number of shares issued (in shares) | shares									9,071,529
Acquisition of Shares by Adlen | Private Placement | Alden Funds | Affiliated Entity
Class of Stock [Line Items]
Number of shares issued (in shares) | shares									11,544,213
Cooperation Agreement | Subsequent Event
Class of Stock [Line Items]
Number of board members														8
Cooperation Agreement | Subsequent Event | Maximum
Class of Stock [Line Items]
Number of board members														8
Cooperation Agreement | Private Placement | Beneficial Owner | Subsequent Event
Class of Stock [Line Items]
Percentage of ownership of outstanding shares														33.00%
Maximum ownership percentage														15.00%
Additional percentage of outstanding shares														5.00%
Amended and Restated Cooperation Agreement | Subsequent Event
Class of Stock [Line Items]
Number of board members		7
Amended and Restated Cooperation Agreement | Subsequent Event | Maximum
Class of Stock [Line Items]
Number of board members															7
Amended and Restated Cooperation Agreement | Private Placement | Beneficial Owner | Subsequent Event
Class of Stock [Line Items]
Maximum ownership percentage															30.00%
Nant Rights Purchase Agreement | Private Placement | Beneficial Owner
Class of Stock [Line Items]
Maximum ownership percentage								4.90%
Nant Rights Purchase Agreement | Private Placement | Dr. Soon-Shiong | Beneficial Owner
Class of Stock [Line Items]
Beneficial ownership by related party, common shares owned (in shares) | shares										8,743,619			8,743,619
Beneficial ownership by related party, percentage of common stock owned										24.00%			24.00%
Rights Agreement | Beneficial Owner | Subsequent Event
Class of Stock [Line Items]
Dividends declared, number of preferred stock purchase rights | numberOfPurchaseRights	1
Rights Agreement | Private Placement | Beneficial Owner | Subsequent Event
Class of Stock [Line Items]
Percentage of ownership of outstanding shares	10.00%
RSU
Class of Stock [Line Items]
Accrued dividend equivalents for RSUs | $					$ 200,000

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Amounts reclassified from AOCI			$ (44)
Foreign currency translation	$ (7)	$ (10)	(7)	$ (12)
Foreign Currency
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period			(60)
Amounts reclassified from AOCI			0
Foreign currency translation			(7)
Balance at end of period	(67)		(67)
OPEB/Pension | Other Postretirement Plans
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period			42
Amounts reclassified from AOCI			(44)
Foreign currency translation			0
Balance at end of period	(2)		(2)
OPEB/Pension | Pension Plan
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period			(2,334)
Amounts reclassified from AOCI			0
Foreign currency translation			0
Balance at end of period	(2,334)		(2,334)
AOCI
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period			(2,352)
Balance at end of period	$ (2,403)		$ (2,403)

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019	Jun. 28, 2020	Jun. 30, 2019
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Pension and postretirement benefit adjustments	$ (70,265)	$ (95,808)	$ (167,093)	$ (193,517)
Tax effect	(2,084)	2,465	(19,766)	(417)
Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total reclassifications for the period	(21)	(59)	(44)	(118)
Reclassification out of Accumulated Other Comprehensive Income | Amortization of prior service credits
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Pension and postretirement benefit adjustments	(31)	(82)	(66)	(164)
Reclassification out of Accumulated Other Comprehensive Income | Amortization of actuarial gains
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Pension and postretirement benefit adjustments	2	0	5	0
Reclassification out of Accumulated Other Comprehensive Income | Accumulated defined benefit plans adjustment attributable to parent
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before taxes	(29)	(82)	(61)	(164)
Tax effect	$ (8)	$ (23)	$ (17)	$ (46)

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SUPPLEMENTAL CASH FLOW INFORMATION - Summary of Supplemental Cash Flow (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 28, 2020	Jun. 30, 2019
Cash paid during the period for:
Interest	$ 194	$ 0
Income taxes, net of refunds	$ (3,895)	$ 7,957

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SUPPLEMENTAL CASH FLOW INFORMATION - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 28, 2020	Dec. 29, 2019
Supplemental Cash Flow Elements [Abstract]
Cash	$ 80,515	$ 60,963
Restricted cash	33,449	37,290
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$ 113,964	$ 98,253

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Label	Element	Value
Accounting Standards Update [Extensible List]	us-gaap_AccountingStandardsUpdateExtensibleList	us-gaap:AccountingStandardsUpdate201602Member