EX-99.1 2 d486038dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Tribune Media Company Reports Third Quarter 2017 Results

NEW YORK, November 8, 2017 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months and nine months ended September 30, 2017.

THIRD QUARTER 2017 FINANCIAL HIGHLIGHTS (compared to third quarter 2016)

 

    Consolidated operating revenues fell 4% to $450.5 million; excluding political advertising and real estate revenues, consolidated operating revenues increased 3%

 

    Total Television and Entertainment net advertising revenues (which include political and digital revenues) fell 11%, to $295.1 million

 

    Retransmission revenues increased 33% to $104.6 million

 

    Carriage fee revenues increased 7% to $30.9 million

 

    Cash distributions from TV Food Network were $17.1 million

 

    FCC spectrum auction proceeds of $185 million were received by the Company in the third quarter of 2017, with remaining related proceeds of $5 million expected in the fourth quarter of 2017

 

    CareerBuilder sale closed on July 31, 2017 and the Company received cash of $158 million while retaining an approximate 7% ownership interest on a fully diluted basis

“Tribune Media’s performance in the third quarter of 2017 reflects the company’s ability to continue to deliver solid results despite the impact of broader industry headwinds around core advertising and MVPD subscriber erosion,” said Peter Kern, Tribune Media’s Chief Executive Officer. “Strong growth in retransmission revenues and ongoing expense management enabled us to maintain flat Adjusted EBITDA margins year over year in the quarter. Our operating results this quarter were negatively impacted by higher program impairment charges at WGN America as we continue to reorient the programming strategy and position the business for significant EBITDA growth, and on a comparable basis the third quarter of 2016 included more than $200 million in real estate gains. Most importantly, Broadcast Cash Flow from our Television & Entertainment segment was up in the quarter despite the impact of Hurricanes Harvey and Irma in two of our markets, demonstrating the soundness of our core business as we continue to make progress toward closing our merger with Sinclair.”


THIRD QUARTER AND YEAR-TO-DATE RESULTS

Consolidated

Consolidated operating revenues for the third quarter of 2017 were $450.5 million compared to $470.0 million in the third quarter of 2016, representing a decrease of $19.5 million, or 4%. The decrease was primarily driven by lower core advertising and political advertising, as well as a decrease in real estate revenues due to the loss of revenues from real estate properties sold in 2016 and 2017. These declines were partially offset by increases in retransmission and carriage fee revenues.

For the nine months ended September 30, 2017, consolidated operating revenues were $1,360.0 million compared to $1,418.3 million in the nine months ended September 30, 2016, representing a decrease of $58.3 million, or 4%.

Consolidated operating loss was $23.7 million for the third quarter of 2017 compared to operating profit of $234.2 million for the third quarter of 2016, representing a decrease of $257.9 million. The decrease was primarily attributable to $213.2 million of gains recorded on the sales of real estate in the third quarter of 2016, as well as an operating loss at Television and Entertainment primarily due to a $43 million increase in impairment charges in the third quarter of 2017 compared to the third quarter of 2016. For the nine months ended September 30, 2017, consolidated operating profit decreased $341.0 million to an operating loss of $20.7 million from an operating profit of $320.4 million in the nine months ended September 30, 2016.

Consolidated loss from continuing operations was $18.7 million in the third quarter of 2017 compared to consolidated income from continuing operations of $153.8 million in the third quarter of 2016. Diluted loss per common share from continuing operations for the third quarter of 2017 was $0.21 compared to diluted earnings per common share from continuing operations of $1.70 for the third quarter of 2016. Adjusted diluted earnings per share (“Adjusted EPS”) for the third quarter of 2017 was $0.31 compared to $0.56 for the third quarter of 2016. Both diluted loss per common share and Adjusted EPS in the third quarter of 2017 include a $1 million charge, or $0.02 per share, and in the third quarter of 2016 include an income tax benefit of $12 million, or $0.13 per share, related to certain tax adjustments.

Consolidated loss from continuing operations was $149.7 million for the nine months ended September 30, 2017 compared to consolidated income from continuing operations of $16.3 million for the nine months ended September 30, 2016. In the nine months ended September 30, 2017, the Company recorded total non-cash pretax impairment charges to write down the Company’s investment in CareerBuilder of $180.8 million ($117.0 million after tax), or $1.35 per common share. For the nine months ended September 30, 2017, diluted loss per common share from continuing operations was $1.72 compared to diluted earnings per common share from continuing operations of $0.18 for the nine months ended September 30, 2016. Adjusted EPS for the nine months ended September 30, 2017 was $0.60 compared to $1.29 for the nine months ended September 30, 2016. Both diluted loss per common share and Adjusted EPS include an income tax benefit of $1 million, or $0.01 per share, for the nine months ended September 30, 2017 and an income tax benefit of $10 million, or $0.11 per share, for the nine months ended September 30, 2016 related to certain tax adjustments.

Net loss was $18.7 million in the third quarter of 2017 compared to net income of $145.8 million in the third quarter of 2016. Net loss was $134.7 million for the nine months ended September 30, 2017 compared to $4.7 million for the nine months ended September 30, 2016.

Consolidated Adjusted EBITDA decreased to $119.9 million in the third quarter of 2017 from $127.5 million in the third quarter of 2016, representing a decrease of $7.6 million, or 6%. The decrease in consolidated Adjusted EBITDA was primarily attributable to lower net core advertising and political advertising revenues, partially offset by increased retransmission revenues and carriage fees revenues. For the nine months ended September 30, 2017, consolidated Adjusted EBITDA decreased $76.7 million, or 22%, to $272.8 million as compared to $349.5 million in the nine months ended September 30, 2016.

 

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Cash distributions from the Company’s equity method investments in the third quarter of 2017 were $32.9 million, which includes an excess cash distribution of $15.8 million from CareerBuilder related to the sale, as described below, compared to $18.0 million in the third quarter of 2016. Cash distributions for the nine months ended September 30, 2017 were $182.6 million compared to $143.6 million for the nine months ended September 30, 2016.

Consolidated cash and debt (net of unamortized discounts and debt issuance costs) at September 30, 2017 were $602.7 million and $2.917 billion, respectively, compared to consolidated cash and debt at December 31, 2016 of $577.7 million and $3.412 billion, respectively.

Television and Entertainment

Revenues were $447.3 million in the third quarter of 2017 compared to $460.2 million in the third quarter of 2016, a decrease of $12.9 million. The decrease was driven by a $26.2 million decrease in net political advertising revenue and a $9.1 million, or 3%, decrease in net core advertising revenue, and was largely offset by an increase in retransmission revenues of $25.9 million, or 33%, and an increase in carriage fee revenues of $1.9 million, or 7%.

Television and Entertainment segment revenues for the nine months ended September 30, 2017 were $1,349.4 million compared to $1,384.2 million for the nine months ended September 30, 2016, a decrease of $34.8 million, or 3%. The decrease was driven by a $48.8 million decrease in net political advertising and a $44.0 million, or 5%, decrease in net core advertising, and was partially offset by an increase in retransmission revenues of $58.3 million, or 24%, and an increase in carriage fee revenues of $6.0 million, or 7%.

Television and Entertainment operating loss was $1.4 million for the third quarter of 2017 compared to operating profit of $46.0 million for the third quarter of 2016, a decrease of $47.4 million. The decrease was primarily due to increased programming expense of $49.6 million, primarily due to an $80 million impairment charge for the syndicated programs Elementary and Person of Interest at WGN America, compared to a $37 million impairment charge for Elementary in the third quarter of 2016. The remaining increase in programming expense was due to $7 million of higher network affiliate fees.

Television and Entertainment Adjusted EBITDA was $135.1 million for the third quarter of 2017 compared to $146.8 million in the third quarter of 2016, a decrease of $11.7 million, or 8%, primarily due to lower advertising revenues, as described above.

Television and Entertainment Broadcast Cash Flow was $129.7 million for the third quarter of 2017 compared to $120.3 million in the third quarter of 2016, an increase of $9.4 million, or 8%.

For the nine months ended September 30, 2017, Television and Entertainment operating profit was $68.9 million as compared to $188.0 million for the nine months ended September 30, 2016, a decrease of $119.1 million, or 63%. Television and Entertainment Adjusted EBITDA was $322.0 million for the nine months ended September 30, 2017 as compared to $404.5 million for the nine months ended September 30, 2016, a decrease of $82.5 million, or 20%. Television and Entertainment Broadcast Cash Flow was $321.6 million for the nine months ended September 30, 2017 as compared to $350.4 million for the nine months ended September 30, 2016, a decrease of $28.8 million, or 8%.

Corporate and Other

Real estate revenues for the third quarter of 2017 were $3.2 million compared to $9.9 million for the third quarter of 2016, representing a decrease of $6.6 million, or 67%. Real estate revenues for the nine months ended September 30, 2017 were $10.6 million compared to $34.1 million for the nine months ended September 30, 2016, representing a decrease of $23.6 million, or 69%. The decrease was primarily driven by lower revenues due to the sale of real estate properties in 2016 and 2017.

 

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Corporate and Other operating loss for the third quarter of 2017 was $22.4 million compared to a profit of $188.1 million for the third quarter of 2016. The decrease was primarily as a result of $213.2 million of gains recorded on the sales of real estate in the third quarter of 2016. Corporate and Other Adjusted EBITDA was a loss of $15.3 million for the third quarter of 2017 compared to a loss of $19.3 million for the third quarter of 2016. The loss was down from the third quarter of 2016 despite the decline in real estate revenues as a result of lower costs. For the nine months ended September 30, 2017, Corporate and Other operating loss was $89.5 million compared to a profit of $132.4 million for the nine months ended September 30, 2016. Corporate and Other Adjusted EBITDA represented a loss of $49.2 million, compared to a loss of $54.9 million for the nine months ended September 30, 2016.

Discontinued Operations

On December 19, 2016, the Company entered into an agreement with Nielsen Holding and Finance B.V. to sell equity interests in substantially all of the Digital and Data business operations (the “Gracenote Sale”). The Company completed the sale on January 31, 2017 and received gross proceeds of $584 million, including a purchase price adjustment of $3 million. The historical results of operations for the businesses included in the Gracenote Sale are reported as discontinued operations for all periods presented herein. Accordingly, all references made to financial data in this release are to Tribune Media Company’s continuing operations.

RETURN OF CAPITAL TO SHAREHOLDERS

Quarterly Dividend

On October 26, 2017, the Board of Directors (the “Board”) declared a quarterly cash dividend on the Company’s common stock of $0.25 per share to be paid on December 5, 2017 to holders of record of the Company’s common stock and warrants as of November 20, 2017. Future dividends will be subject to the discretion of the Board and the terms of the agreement and plan of merger between the Company and Sinclair Broadcast Group, Inc. (“Sinclair”), dated May 8, 2017 (the “Merger Agreement”), which limits the Company’s ability to pay dividends, except for the payment of quarterly cash dividends not to exceed $0.25 per share and consistent with record and payment dates in 2016.

RECENT DEVELOPMENTS

Sinclair Acquisition

On May 8, 2017, the Company entered into a Merger Agreement with Sinclair, providing for the acquisition by Sinclair of all of the outstanding shares of the Company’s Class A common stock and Class B common stock by means of a merger of Samson Merger Sub Inc., a wholly owned subsidiary of Sinclair, with and into Tribune Media Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Sinclair.

On August 2, 2017, the Company received a request for additional information and documentary material, often referred to as a “second request”, from the United States Department of Justice (the “DOJ”) in connection with the Merger Agreement. The second request was issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Sinclair received a substantively identical request for additional information and documentary material from the DOJ in connection with the transactions contemplated by the Merger Agreement. Consummation of the transactions contemplated by the Merger Agreement is conditioned on expiration of the waiting period applicable under the HSR Act, among other conditions. Issuance of the second request extends the waiting period under the HSR Act until 30 days after Sinclair and the Company have substantially complied with the second request, unless the waiting period is terminated earlier by the DOJ or the parties voluntarily extend the time for closing.

 

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On October 19, 2017, holders of a majority of the outstanding shares of the Company’s Class A common stock and Class B common stock, voting as a single class, voted on and approved the Merger Agreement and the transactions contemplated by the Merger Agreement at a duly called special meeting of Tribune shareholders.

Real Estate Transactions

In the nine months ended September 30, 2017 and September 30, 2016, the Company sold several properties for net proceeds totaling $61 million and $505 million, respectively, and recognized a net pretax gain of less $1 million for the three and nine months ended September 30, 2017 and $213 million in the three and nine months ended September 30, 2016. The Company defines net proceeds as pretax cash proceeds on the sale of properties, net of associated selling costs.

On August 4, 2017, the Company sold its Williamsburg, VA property for net proceeds of $1 million, which approximated its carrying value. As of November 8, 2017, the Company has agreements for the sales of certain properties located in Costa Mesa, CA and Fort Lauderdale, FL. These transactions are expected to close during the fourth quarter of 2017. However, the closing of these transactions is subject to certain adjustments and customary closing conditions and there can be no assurance that these sales will be completed in a timely manner or at all.

FCC Spectrum Auction

On April 13, 2017, the Federal Communications Commission (the “FCC”) announced the conclusion of the incentive auction, the results of the reverse and forward auction and the repacking of broadcast television spectrum. The Company participated in the auction and has received approximately $185 million in pretax proceeds (including $21 million of proceeds received by Dreamcatcher Broadcasting LLC (“Dreamcatcher”)) as of November 8, 2017, with approximately $5 million in pretax proceeds remaining to be paid to the Company by one of its channel sharing partners at the commencement of the sharing arrangement agreement between the parties. The Company expects to receive the remaining auction proceeds in the fourth quarter of 2017; however, the Company cannot predict the exact timing of the remaining payment. FCC licenses that were part of the FCC spectrum auction with a carrying value of approximately $39 million have been classified as held for sale as of September 30, 2017. The Company received approximately $172 million in gross proceeds for these licenses sold as part of the spectrum auction and expects to recognize a net gain of $133 million related to these licenses at the time the spectrum is released to the FCC. The Company used $102 million of after-tax proceeds to prepay a portion of the Company’s Term Loan Facility. After-tax proceeds of $12.6 million received by a Dreamcatcher station as a result of the incentive auction were used to prepay the Dreamcatcher Credit Facility.

CareerBuilder

On June 19, 2017, TEGNA announced it entered into an agreement, together with the other owners of CareerBuilder, including Tribune, to sell a majority interest in CareerBuilder to an investor group led by investment funds managed by affiliates of Apollo Global Management, LLC and the Ontario Teachers’ Pension Plan Board. The transaction closed on July 31, 2017, and the Company received cash of $158 million, which included an excess cash distribution of $16 million, and recognized a gain on sale of approximately $6 million in the third quarter of 2017. Subsequent to the sale, the Company’s ownership in CareerBuilder declined from 32% to approximately 7%, on a fully diluted basis.

In the nine months ended September 30, 2017, the Company recorded non-cash pretax impairment charges totaling $181 million to write down its investment in CareerBuilder prior to the transaction close.

In light of the Company’s previously announced transaction with Sinclair, Tribune Media is not providing financial guidance for the full year 2017 in this release, nor is the Company conducting a conference call regarding its third quarter 2017 financial results.

# # #

 

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Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting’s 42 owned or operated local television stations reaching approximately 50 million households, national entertainment cable network WGN America, whose reach is approximately 80 million households, Tribune Studios, and a variety of digital applications and websites commanding 60 million monthly unique visitors online. Tribune Media also includes Chicago’s WGN-AM and the national multicast networks Antenna TV and THIS TV. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds a variety of investments, including a 31% interest in Television Food Network, G.P., which operates Food Network and Cooking Channel. For more information please visit www.tribunemedia.com.

 

INVESTOR CONTACT:    MEDIA CONTACT:

James Arestia

   Gary Weitman

Director/Investor Relations

   SVP/Corporate Relations

(646) 563-8296

   (312) 222-3394

jarestia@tribunemedia.com

   gweitman@tribunemedia.com

 

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Non-GAAP Financial Measures

This press release includes a discussion of Adjusted EBITDA, and Adjusted EPS for the Company and Adjusted EBITDA for our operating segments (Television and Entertainment and Corporate and Other) and presents Broadcast Cash Flow for our Television and Entertainment segment. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow are financial measures that are not recognized under GAAP. Adjusted EPS is calculated based on income (loss) from continuing operations before investment transactions, loss on extinguishments and modification of debt, certain special items (including severance), certain income tax charges, non-operating items, gain (loss) on sales of real estate, impairments and other non-cash charges and reorganization items per common share. Adjusted EBITDA for the Company is defined as income (loss) from continuing operations before income taxes, investment transactions, loss on extinguishments and modification of debt, interest and dividend income, interest expense, pension expense (credit), equity income and losses, depreciation and amortization, stock-based compensation, certain special items (including severance), non-operating items, gain (loss) on sales of real estate, impairments and other non-cash charges and reorganization items. Adjusted EBITDA for the Company’s operating segments is calculated as segment operating profit plus depreciation, amortization, pension expense (credit), stock-based compensation, impairments and other non-cash charges, gain (loss) on sales of real estate and certain special items (including severance). Broadcast Cash Flow for the Television and Entertainment segment is calculated as Television and Entertainment Adjusted EBITDA plus broadcast rights amortization expense less broadcast rights cash payments. We believe that Adjusted EBITDA and Broadcast Cash Flow are measures commonly used by investors to evaluate our performance with that of our competitors. We also present Adjusted EBITDA because we believe investors, analysts and rating agencies consider it useful in measuring our ability to meet our debt service obligations. We further believe that the disclosure of Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow is useful to investors as these non-GAAP measures are used, among other measures, by our management to evaluate our performance. By disclosing Adjusting EPS, Adjusted EBITDA and Broadcast Cash Flow, we believe that we create for investors a greater understanding of, and an enhanced level of transparency into, the means by which our management operates our company. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow are not measures presented in accordance with GAAP, and our use of these terms may vary from that of others in our industry. Adjusted EPS, Adjusted EBITDA and Broadcast Cash Flow should not be considered as an alternative to net income, operating profit, revenues, cash provided by operating activities or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. The tables at the end of this press release include reconciliations of consolidated Adjusted EPS and Adjusted EBITDA and segment Adjusted EBITDA and Broadcast Cash Flow to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements may include, but are not limited to, the Merger with Sinclair, our real estate monetization strategy, our cost savings initiatives, the timing and the receipt of remaining expected proceeds from the FCC spectrum auction, changes to our WGN America original programming, the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. Important factors that could cause actual results, developments and business decisions to differ materially from these forward-looking statements are uncertainties discussed below and in the “Risk Factors” section of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). “Forward-looking statements” include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “could” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “seek,” “designed,” “assume,” “implied,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements: risks associated with the ability to consummate the Merger with Sinclair and the timing of the closing of the Merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the regulatory approvals for the proposed Merger with Sinclair may not be obtained or may be obtained subject to conditions that are not anticipated; risks related to the disruption of management time from ongoing business operations due to the Merger; the effect of the announcement of the Merger on our ability to retain and hire key personnel, on our ability to maintain relationships with advertisers and customers, and on our operating results and businesses generally; litigation in connection with the Merger; changes in advertising demand and audience shares; competition and other economic conditions including incremental fragmentation of the media landscape and competition from other media alternatives; changes in the overall market for broadcast and cable television advertising, including through regulatory and judicial rulings; our ability to protect our intellectual property and other proprietary rights; our ability to adapt to technological changes; availability and cost of quality network, syndicated and sports programming affecting our television ratings; the loss, cost and / or

 

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modification of our network affiliation agreements; our ability to renegotiate retransmission consent agreements, or resolve disputes, with multichannel video programming distributors; our ability to realize the full value, or successfully complete the planned divestitures of our real estate assets; the incurrence of additional tax-related liabilities related to historical income tax returns; the potential impact of the modifications to and/or surrender of spectrum on the operation of our television stations, the costs, terms and restrictions associated with the actions necessary to modify and/or surrender the spectrum; the incurrence of costs to address contamination issues at sites owned, operated or used by our businesses; adverse results from litigation, governmental investigations or tax-related proceedings or audits; our ability to settle unresolved claims filed in connection with our and certain of our direct and indirect wholly-owned subsidiaries’ Chapter 11 cases and resolve the appeals seeking to overturn the bankruptcy court order confirming the First Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries; our ability to satisfy pension and other postretirement employee benefit obligations; our ability to attract and retain employees; the effect of labor strikes, lock-outs and labor negotiations; our ability to realize benefits or synergies from acquisitions or divestitures or to operate our businesses effectively following acquisitions or divestitures; the financial performance and valuation of our equity method investments; the impairment of our existing goodwill and other intangible assets; compliance with, and the effect of changes or developments in, government regulations applicable to the television and radio broadcasting industry; changes in accounting standards; the payment of cash dividends on our common stock; impact of increases in interest rates on our variable rate indebtedness or refinancings thereof; our indebtedness and ability to comply with covenants applicable to our debt financing and other contractual commitments; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; the factors discussed under the heading “Risk Factors” of the Company’s filings with the Securities and Exchange Commission; and other events beyond our control that may result in unexpected adverse operating results. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this press release may not in fact occur. Any forward-looking information presented herein is made only as of the date of this press release and we undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of dollars, except per share data)

(Unaudited)

 

     Three Months Ended           Nine Months Ended  
     September 30,
2017
    September 30,
2016
          September 30,
2017
    September 30,
2016
 

Operating Revenues

          

Television and Entertainment

   $ 447,307     $ 460,164       $ 1,349,401     $ 1,384,173  

Other

     3,226       9,874         10,559       34,133  
  

 

 

   

 

 

     

 

 

   

 

 

 

Total operating revenues

     450,533       470,038         1,359,960       1,418,306  
  

 

 

   

 

 

     

 

 

   

 

 

 

Operating Expenses

          

Programming

     199,118       149,480         497,448       396,450  

Direct operating expenses

     98,419       99,150         294,166       293,245  

Selling, general and administrative

     120,869       143,974         422,604       452,286  

Depreciation

     14,263       14,764         41,761       43,673  

Amortization

     41,678       41,668         125,001       125,003  

Gain on sales of real estate, net

     (65     (213,168       (365     (212,719
  

 

 

   

 

 

     

 

 

   

 

 

 

Total operating expenses

     474,282       235,868         1,380,615       1,097,938  
  

 

 

   

 

 

     

 

 

   

 

 

 

Operating (Loss) Profit

     (23,749     234,170         (20,655     320,368  

Income on equity investments, net

     21,058       31,737         98,856       114,295  

Interest and dividend income

     827       476         1,880       836  

Interest expense

     (40,389     (38,296       (119,332     (114,508

Loss on extinguishments and modification of debt

     (1,435     —           (20,487     —    

Gain on investment transactions, net

     5,667       —           10,617       —    

Write-downs of investment

     —         —           (180,800     —    

Other non-operating gain, net

     —         57         45       478  

Reorganization items, net

     (753     (434       (1,452     (1,234
  

 

 

   

 

 

     

 

 

   

 

 

 

(Loss) Income from Continuing Operations Before Income Taxes

     (38,774     227,710         (231,328     320,235  

Income tax (benefit) expense

     (20,087     73,871         (81,606     303,922  
  

 

 

   

 

 

     

 

 

   

 

 

 

(Loss) Income from Continuing Operations

     (18,687     153,839         (149,722     16,313  

(Loss) Income from Discontinued Operations, net of taxes

     —         (8,074       15,039       (21,018
  

 

 

   

 

 

     

 

 

   

 

 

 

Net (Loss) Income

   $ (18,687   $ 145,765       $ (134,683   $ (4,705
  

 

 

   

 

 

     

 

 

   

 

 

 

Basic (Loss) Earnings Per Common Share from:

          

Continuing Operations

   $ (0.21   $ 1.71       $ (1.72   $ 0.18  

Discontinued Operations

     —         (0.09       0.17       (0.23
  

 

 

   

 

 

     

 

 

   

 

 

 

Net (Loss) Earnings Per Common Share

   $ (0.21   $ 1.62       $ (1.55   $ (0.05
  

 

 

   

 

 

     

 

 

   

 

 

 

Diluted (Loss) Earnings Per Common Share from:

          

Continuing Operations

   $ (0.21   $ 1.70       $ (1.72   $ 0.18  

Discontinued Operations

     —         (0.09       0.17       (0.23
  

 

 

   

 

 

     

 

 

   

 

 

 

Net (Loss) Earnings Per Common Share

   $ (0.21   $ 1.61       $ (1.55   $ (0.05
  

 

 

   

 

 

     

 

 

   

 

 

 

Regular dividends declared per common share

   $ 0.25     $ 0.25       $ 0.75     $ 0.75  
 

Special dividends declared per common share

   $ —       $ —         $ 5.77     $ —    

 

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars, except for share and per share data)

(Unaudited)

 

     September 30, 2017     December 31, 2016  

Assets

    

Current Assets

    

Cash and cash equivalents

   $ 602,739     $ 577,658  

Restricted cash and cash equivalents

     17,566       17,566  

Accounts receivable (net of allowances of $21,252 and $12,504)

     390,472       429,112  

Broadcast rights

     148,976       157,817  

Income taxes receivable

     14,994       9,056  

Current assets of discontinued operations

     —         62,605  

Prepaid expenses

     22,617       35,862  

Other

     8,677       6,624  
  

 

 

   

 

 

 

Total current assets

     1,206,041       1,296,300  
  

 

 

   

 

 

 

Properties

    

Property, plant and equipment

     654,872       711,068  

Accumulated depreciation

     (224,306     (187,148
  

 

 

   

 

 

 

Net properties

     430,566       523,920  
  

 

 

   

 

 

 

Other Assets

    

Broadcast rights

     144,303       153,457  

Goodwill

     3,228,869       3,227,930  

Other intangible assets, net

     1,655,467       1,819,134  

Non-current assets of discontinued operations

     —         608,153  

Assets held for sale

     93,188       17,176  

Investments

     1,273,857       1,674,883  

Other

     141,790       80,098  
  

 

 

   

 

 

 

Total other assets

     6,537,474       7,580,831  
  

 

 

   

 

 

 

Total Assets

   $ 8,174,081     $ 9,401,051  
  

 

 

   

 

 

 

 

10


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars, except for share and per share data)

(Unaudited)

 

     September 30, 2017     December 31, 2016  

Liabilities and Shareholders’ Equity

    

Current Liabilities

    

Accounts payable

   $ 42,215     $ 60,553  

Debt due within one year (net of unamortized discounts and debt issuance costs of $7,917)

     —         19,924  

Income taxes payable

     71,741       21,166  

Employee compensation and benefits

     60,407       77,123  

Contracts payable for broadcast rights

     273,176       241,255  

Deferred revenue

     12,565       13,690  

Interest payable

     14,095       30,305  

Current liabilities of discontinued operations

     —         54,284  

Other

     212,609       32,553  
  

 

 

   

 

 

 

Total current liabilities

     686,808       550,853  
  

 

 

   

 

 

 

Non-Current Liabilities

    

Long-term debt (net of unamortized discounts and debt issuance costs of $38,063 and $38,830)

     2,917,454       3,391,627  

Deferred income taxes

     759,167       984,248  

Contracts payable for broadcast rights

     326,654       314,840  

Pension obligations, net

     428,732       444,401  

Postretirement, medical, life and other benefits

     9,941       11,385  

Other obligations

     155,948       62,700  

Non-current liabilities of discontinued operations

     —         95,314  
  

 

 

   

 

 

 

Total non-current liabilities

     4,597,896       5,304,515  
  

 

 

   

 

 

 

Total Liabilities

     5,284,704       5,855,368  
  

 

 

   

 

 

 

Commitments and Contingent Liabilities

    

Shareholders’ Equity

    

Preferred stock ($0.001 par value per share)

    

Authorized: 40,000,000 shares; No shares issued and outstanding at September 30, 2017 and at December 31, 2016

     —         —    

Class A Common Stock ($0.001 par value per share)

    

Authorized: 1,000,000,000 shares; 101,402,202 shares issued and 87,300,017 shares outstanding at September 30, 2017 and 100,416,516 shares issued and 86,314,063 shares outstanding at December 31, 2016

     101       100  

Class B Common Stock ($0.001 par value per share)

    

Authorized: 1,000,000,000 shares; Issued and outstanding: 5,605 shares at September 30, 2017 and at December 31, 2016

     —         —    

Treasury stock, at cost: 14,102,185 shares at September 30, 2017 and 14,102,453 shares at December 31, 2016

     (632,194     (632,207

Additional paid-in-capital

     4,028,524       4,561,760  

Retained deficit

     (443,042     (308,105

Accumulated other comprehensive loss

     (71,247     (81,782
  

 

 

   

 

 

 

Total Tribune Media Company shareholders’ equity

     2,882,142       3,539,766  

Noncontrolling interest

     7,235       5,917  
  

 

 

   

 

 

 

Total shareholders’ equity

     2,889,377       3,545,683  
  

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 8,174,081     $ 9,401,051  
  

 

 

   

 

 

 

 

11


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)

 

     Nine Months Ended  
     September 30,
2017
    September 30,
2016
 

Operating Activities

    

Net loss

   $ (134,683   $ (4,705

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Stock-based compensation

     27,432       27,608  

Pension credit, net of contributions

     (16,535     (18,083

Depreciation

     41,761       53,567  

Amortization of contract intangible assets and liabilities

     649       (10,778

Amortization of other intangible assets

     125,001       148,195  

Income on equity investments, net

     (98,856     (114,295

Distributions from equity investments

     177,953       143,557  

Non-cash loss on extinguishments and modification of debt

     8,258       —    

Original issue discount payments

     (7,360     —    

Write-downs of investment

     180,800       —    

Amortization of debt issuance costs and original issue discount

     5,990       8,368  

Gain on sale of business

     (34,510     —    

Gain on investment transactions, net

     (10,617     —    

Impairments of real estate

     757       15,102  

Gain on sales of real estate, net

     (365     (212,719

Other non-operating gain, net

     (45     (478

Changes in working capital items:

    

Accounts receivable, net

     39,192       42,183  

Prepaid expenses and other current assets

     13,219       8,856  

Accounts payable

     (12,001     2,325  

Employee compensation and benefits, accrued expenses and other current liabilities

     (43,415     (38,200

Deferred revenue

     (1,801     (90

Income taxes

     44,710       100,861  

Change in broadcast rights, net of liabilities

     61,642       (19,913

Deferred income taxes

     (219,236     40,160  

Other, net

     23,471       15,019  
  

 

 

   

 

 

 

Net cash provided by operating activities

     171,411       186,540  
  

 

 

   

 

 

 

 

12


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)

 

     Nine Months Ended  
     September 30,
2017
    September 30,
2016
 

Investing Activities

    

Capital expenditures

     (41,423     (61,855

Investments

     (25     (3,451

Net proceeds from the sale of business

     557,793       —    

Proceeds from FCC spectrum auction

     172,102       —    

Sale of partial interest of equity method investment

     142,552       —    

Proceeds from sales of real estate and other assets

     61,240       507,050  

Proceeds from the sale of investments

     5,769       —    

Distributions from equity investment

     4,608       —    

Distribution from cost investment

     805       —    

Transfers from restricted cash

     —         297  
  

 

 

   

 

 

 

Net cash provided by investing activities

     903,421       442,041  
  

 

 

   

 

 

 

Financing Activities

    

Long-term borrowings

     202,694       —    

Repayments of long-term debt

     (703,527     (20,881

Long-term debt issuance costs

     (1,689     (784

Payments of dividends

     (564,499     (68,684

Tax withholdings related to net share settlements of share-based awards

     (8,030     (4,540

Proceeds from stock option exercises

     11,231       —    

Common stock repurchases

     —         (149,147

Contributions from noncontrolling interest

     1,318       145  

Settlements of contingent consideration

     —         (3,636
  

 

 

   

 

 

 

Net cash used in financing activities

     (1,062,502     (247,527
  

 

 

   

 

 

 

Net Increase in Cash and Cash Equivalents

     12,330       381,054  

Cash and cash equivalents, beginning of period (1)

     590,409       262,644  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 602,739     $ 643,698  
  

 

 

   

 

 

 

Supplemental Schedule of Cash Flow Information

    

Cash paid during the period for:

    

Interest

   $ 130,694     $ 137,417  

Income taxes, net

   $ 105,678     $ 159,152  

 

(1) Cash and cash equivalents at the beginning of the nine months ended September 30, 2017 of $590 million are comprised of $578 million of cash and cash equivalents from continuing operations as reflected in the Company’s unaudited Condensed Consolidated Balance Sheets and $13 million of cash and cash equivalents reflected in current assets of discontinued operations.

 

13


TRIBUNE MEDIA COMPANY - CONSOLIDATED

RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA

(in thousands of dollars)

(Unaudited)

 

     Three Months Ended           Nine Months Ended  
     September 30,
2017
    September 30,
2016
          September 30,
2017
    September 30,
2016
 

Revenue

   $ 450,533     $ 470,038       $ 1,359,960     $ 1,418,306  

 

 

Net (Loss) Income

   $ (18,687   $ 145,765       $ (134,683   $ (4,705

(Loss) income from discontinued operations, net of taxes

     —         (8,074       15,039       (21,018
  

 

 

   

 

 

     

 

 

   

 

 

 

(Loss) Income from Continuing Operations

   $ (18,687   $ 153,839       $ (149,722   $ 16,313  

Income tax (benefit) expense

     (20,087     73,871         (81,606     303,922  

Reorganization items, net

     753       434         1,452       1,234  

Other non-operating gain, net

     —         (57       (45     (478

Write-downs of investment

     —         —           180,800       —    

Gain on investment transactions, net

     (5,667     —           (10,617     —    

Loss on extinguishments and modification of debt

     1,435       —           20,487       —    

Interest expense

     40,389       38,296         119,332       114,508  

Interest and dividend income

     (827     (476       (1,880     (836

Income on equity investments, net

     (21,058     (31,737       (98,856     (114,295
  

 

 

   

 

 

     

 

 

   

 

 

 

Operating (Loss) Profit

   $ (23,749   $ 234,170       $ (20,655   $ 320,368  

Depreciation

     14,263       14,764         41,761       43,673  

Amortization

     41,678       41,668         125,001       125,003  

Stock-based compensation

     5,339       8,527         25,440       24,542  

Impairments of broadcast rights

     79,823       36,782         79,823       36,782  

Severance and related charges

     111       7,252         10,905       8,022  

Transaction-related costs

     8,109       2,919         27,136       7,037  

Gain on sales of real estate, net

     (65     (213,168       (365     (212,719

Real estate impairments and other

     (132     613         293       14,919  

Pension credit

     (5,511     (6,028       (16,535     (18,083
  

 

 

   

 

 

     

 

 

   

 

 

 

Adjusted EBITDA

   $ 119,866     $ 127,499       $ 272,804     $ 349,544  
  

 

 

   

 

 

     

 

 

   

 

 

 

 

14


TRIBUNE MEDIA COMPANY - TELEVISION AND ENTERTAINMENT

RECONCILIATION OF OPERATING (LOSS) PROFIT TO ADJUSTED EBITDA AND BROADCAST CASH FLOW

(in thousands of dollars)

(Unaudited)

 

     Three Months Ended           Nine Months Ended  
     September 30,
2017
    September 30,
2016
          September 30,
2017
    September 30,
2016
 

Advertising

   $ 295,130     $ 330,309       $ 899,701     $ 989,991  

Retransmission revenues

     104,587       78,731         303,800       245,536  

Carriage fees

     30,930       28,984         96,407       90,394  

Barter/trade

     9,559       9,801         28,052       29,107  

Other

     7,101       12,339         21,441       29,145  
  

 

 

   

 

 

     

 

 

   

 

 

 

Total Revenues (1)

   $ 447,307     $ 460,164       $ 1,349,401     $ 1,384,173  
 

Operating (Loss) Profit (1)

   $ (1,357   $ 46,024       $ 68,875     $ 187,975  

Depreciation

     10,844       11,267         31,413       33,392  

Amortization

     41,678       41,668         125,001       125,003  

Stock-based compensation

     3,659       3,702         12,896       11,200  

Impairments of broadcast rights

     79,823       36,782         79,823       36,782  

Severance and related charges

     78       6,844         4,413       6,865  

Transaction-related costs

     912       —           1,335       —    

Gain on sale of real estate

     —         —           (317     —    

Real estate impairments and other

     (513     496         (1,436     3,257  
  

 

 

   

 

 

     

 

 

   

 

 

 

Adjusted EBITDA (1)

   $ 135,124     $ 146,783       $ 322,003     $ 404,474  
  

 

 

   

 

 

     

 

 

   

 

 

 

Broadcast rights - Amortization

   $ 104,886     $ 97,160       $ 368,495     $ 310,367  

Broadcast rights - Cash Payments

     (110,287     (123,626       (368,863     (364,449
  

 

 

   

 

 

     

 

 

   

 

 

 

Broadcast Cash Flow

   $ 129,723     $ 120,317       $ 321,635     $ 350,392  
  

 

 

   

 

 

     

 

 

   

 

 

 

 

(1) Beginning in the fourth quarter of 2016, the Company moved its Covers Media Group from the Digital and Data reportable segment to the Television and Entertainment reportable segment. Certain previously reported amounts have been reclassified to conform to the current presentation; the impact of this reclassification was immaterial.

 

15


TRIBUNE MEDIA COMPANY - CORPORATE AND OTHER

RECONCILIATION OF OPERATING (LOSS) PROFIT TO ADJUSTED EBITDA

(in thousands of dollars)

(Unaudited)

 

     Three Months Ended           Nine Months Ended  
     September 30,
2017
    September 30,
2016
          September 30,
2017
    September 30,
2016
 

Total Revenues

   $ 3,226     $ 9,874       $ 10,559     $ 34,133  

 

 

Operating (Loss) Profit (1)

   $ (22,392   $ 188,146       $ (89,530   $ 132,393  

Depreciation

     3,419       3,497         10,348       10,281  

Stock-based compensation

     1,680       4,825         12,544       13,342  

Severance and related charges

     33       408         6,492       1,157  

Transaction-related costs

     7,197       2,919         25,801       7,037  

Gain on sales of real estate, net

     (65     (213,168       (48     (212,719

Real estate impairments and other

     381       117         1,729       11,662  

Pension credit

     (5,511     (6,028       (16,535     (18,083
  

 

 

   

 

 

     

 

 

   

 

 

 

Adjusted EBITDA (1)

   $ (15,258   $ (19,284     $ (49,199   $ (54,930
  

 

 

   

 

 

     

 

 

   

 

 

 

 

(1) Interest expense and transaction-related costs that historically have been recorded in Corporate and Other but are directly attributable to the businesses included in the Gracenote Sale have been reclassified to discontinued operations. As a result, the historical results of Corporate and Other have been adjusted.

 

16


TRIBUNE MEDIA COMPANY - CONSOLIDATED

RECONCILIATION OF DILUTED EPS TO ADJUSTED EPS

(in thousands of dollars, except per share data)

(Unaudited)

 

     Three Months Ended  
     September 30, 2017           September 30, 2016  
     Pre-Tax     After-Tax     Diluted EPS           Pre-Tax     After-Tax     Diluted EPS  

Diluted EPS

       $ (0.21         $ 1.61  

Loss from discontinued operations

         —               0.09  

Newsday income tax charges

   $ —       $ —         —         $ —       $ (2,871     (0.03

Reorganization items, net

     753       753       0.01         434       434       0.00  

Other non-operating gain, net

     —         —         —           (57     (34     (0.00

Write-down of investment

     —         (7,486     (0.09       —         —         —    

Gain on investment transactions, net

     (5,667     (3,445     (0.04       —         —         —    

Loss on extinguishment and modification of debt

     1,435       872       0.01         —         —         —    

Impairments of broadcast rights

     79,823       48,532       0.56         36,782       22,363       0.25  

Severance and related charges

     111       67       0.00         7,252       4,410       0.05  

Transaction-related costs

     8,109       6,413       0.07         2,919       1,761       0.02  

Gain on sales of real estate, net

     (65     (40     (0.00       (213,168     (129,606     (1.43

Real estate impairments and other

     (132     (88     (0.00       613       369       0.00  
      

 

 

         

 

 

 

Adjusted EPS (1)

       $ 0.31           $ 0.56  
      

 

 

         

 

 

 
     Nine Months Ended  
     September 30, 2017           September 30, 2016  
     Pre-Tax     After-Tax     Diluted EPS           Pre-Tax     After-Tax     Diluted EPS  

Diluted EPS

       $ (1.55         $ (0.05

(Income) loss from discontinued operations

         (0.17           0.23  

Newsday income tax charges

   $ —       $ —         —         $ —       $ 190,360       2.07  

Reorganization items, net

     1,452       1,452       0.02         1,234       1,234       0.01  

Other non-operating gain, net

     (45     (31     (0.00       (478     (290     (0.00

Write-downs of investment

     180,800       117,030       1.35         —         —         —    

Gain on investment transactions, net

     (10,617     (6,455     (0.07       —         —         —    

Loss on extinguishments and modification of debt

     20,487       12,456       0.14         —         —         —    

Impairments of broadcast rights

     79,823       48,532       0.56         36,782       22,363       0.24  

Severance and related charges

     10,905       6,630       0.08         8,022       4,877       0.05  

Transaction-related costs

     27,136       22,706       0.26         7,037       4,329       0.05  

Gain on sales of real estate, net

     (365     (222     (0.00       (212,719     (129,333     (1.41

Real estate impairments and other

     293       217       0.00         14,919       9,068       0.10  
      

 

 

         

 

 

 

Adjusted EPS (1)

       $ 0.60           $ 1.29  
      

 

 

         

 

 

 

 

(1) Adjusted EPS totals may not foot due to rounding.

 

17