Tribune Media Company Reports Fourth Quarter and Full-Year 2015 Results

-- Company to Explore Strategic Alternatives and Affirms Commitment to Maximize Shareholder Value --

Feb 29, 2016, 07:15 ET from Tribune Media Company

NEW YORK, Feb. 29, 2016 /PRNewswire/ -- Tribune Media Company (the "Company") (NYSE: TRCO) today reported its results for the three months and the year ended December 31, 2015 and announced that the Board of Directors and the Company have initiated a process to explore the full range of strategic and financial alternatives to enhance shareholder value. In addition, the Company announced that on February 24, 2016 the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $400 million of its outstanding Class A common stock.

The strategic and financial alternatives under consideration include, but are not limited to, the sale or separation of select lines of business or assets, strategic partnerships, programming alliances and return of capital initiatives. The Board of Directors and the Company have retained Moelis & Co. and Guggenheim Securities as financial advisors to assist in this process.

Bruce Karsh, Chairman of the Board of Directors, said, "The Board of Directors and management remain focused on maximizing shareholder value.  We believe that the value of the portfolio of businesses of Tribune Media is not fully reflected in the stock price and intend to explore ways to unlock value by reviewing strategic alternatives.  At the same time, we remain committed to achieving strong operational performance across our businesses."

The Company will also continue the previously announced monetization of its real estate portfolio, including the Tribune Tower located in Chicago and the north block of the Los Angeles Times Square property located in Los Angeles.  In 2016, the Company has broadened this sales activity to include numerous other properties and has accelerated the monetization of these assets to take advantage of accommodative market conditions, although there can be no assurance that any transactions can be completed in a timely manner, on favorable terms, or at all.

The Company has not set a definitive timetable for the completion of its review of alternatives and does not currently intend to make any further disclosures regarding its exploration of alternatives until such time as any definitive agreements may be entered into in the process or as otherwise appropriate or required.

In addition, the Company and the Board announced that the Company has entered into new and amended employment agreements with three senior executives. Peter Liguori, the Company's President and Chief Executive Officer, entered into a new two-year employment agreement.   The Company named Chandler Bigelow as Executive Vice President and Chief Financial Officer. The Company also expanded the scope of responsibilities of Tribune Media's General Counsel, Eddie Lazarus, by naming him Chief Strategy Officer.

FOURTH QUARTER AND FULL-YEAR 2015 FINANCIAL HIGHLIGHTS

  • Consolidated operating revenues increased 3% for the full year, despite 2015 being an off-cycle political year; excluding the impact of political advertising and Super Bowl advertising revenue, consolidated operating revenues increased 8% for the full year.
  • Consolidated operating revenues decreased 1% in the fourth quarter due to 2015 being an off-cycle political year; excluding the impact of political advertising, consolidated operating revenues increased 8% in the fourth quarter.
  • Retransmission consent revenue increased 27% in the fourth quarter and 24% for the full year.
  • Carriage fee revenue increased 58% in the fourth quarter and 49% for the full year.

The Company reported a net loss of $320 million and an operating loss of $263 million for the year ended December 31, 2015.  These results include a non-cash impairment charge of $385 million related to goodwill and other intangible assets.  Consolidated operating profit before impairment of goodwill and other intangible assets was $122 million.  The results also include a non-cash broadcast rights impairment charge of $74 million related to the write down of the acquired syndicated programming Persons of Interest and Elementary at WGN America in 2015.  

"Tribune's assets are valuable, powerful and performing well, as reflected in our full-year 2015 operating results," said Peter Liguori.  "However, it's our belief that our current stock price does not reflect the full value of these assets. With the help of outside advisors, we have decided to initiate a process to explore every possible strategic and financial option with one clear goal: to unlock the value of our stock.  Turning to our results for 2015, revenues grew solidly year-over-year, and we delivered strong Adjusted EBITDA despite the off-cycle political year and various programming initiatives.   These positive results were driven by core advertising growth across our television group, substantial increases in retransmission consent and carriage fee revenues and continued vigilance on expenses.  Importantly, we were able to return more than $1 billion to shareholders last year.  We are pleased to report that 2016 is off to a good start. Core advertising continues to pace well, and the early trends in political advertising give us confidence.  We expect strong revenue and Adjusted EBITDA growth this year."

FOURTH QUARTER AND FULL-YEAR RESULTS

Consolidated

Consolidated operating revenues for the fourth quarter of 2015 were $547.6 million compared to $553.4 million in the fourth quarter of 2014, representing a decrease of $5.8 million, or 1.0%.  For the full year 2015, consolidated operating revenues were $2,010.5 million compared to $1,949.4 million for the full year 2014, representing an increase of $61.1 million, or 3.1%.

Consolidated operating loss was $382.2 million for the fourth quarter of 2015.  Consolidated operating profit before impairment of goodwill and other intangible assets for the fourth quarter of 2015 was $2.8 million compared to consolidated operating profit of $163.4 million in the fourth quarter of 2014. The decline was primarily attributable to higher programming expenses including the broadcast rights impairment charge noted above, a decrease in net political advertising revenue due to 2015 being an off-cycle political year and the absence of a $21 million pre-tax gain recorded in 2014 on the Company's sale of a production facility and land in Baltimore, MD that was leased to Tribune Publishing.  These factors were partially offset by higher retransmission consent and carriage fee revenues.

For the full year 2015, consolidated operating loss was $262.7 million. Consolidated operating profit before impairment of goodwill and other intangible assets for the full year 2015 was $122.3 million as compared to consolidated operating profit of $301.2 million for the full year 2014. The decline was primarily attributable to higher programming expenses including the broadcast rights impairment charge and a decrease in net political advertising revenue due to 2015 being an off-cycle political year.  These factors were partially offset by higher retransmission consent and carriage fee revenues. 

Diluted loss per common share from continuing operations for the fourth quarter of 2015 was $4.07 compared to diluted earnings per common share from continuing operations of $3.14 for the fourth quarter of 2014. Adjusted diluted earnings per share ("Adjusted EPS") for the fourth quarter of 2015 was $0.63 compared to $0.81 for the fourth quarter of 2014. For the full year 2015, diluted loss per common share from continuing operations was $3.38 compared to diluted earnings per common share from continuing operations of $4.62 for the full year 2014. Full year 2015 Adjusted EPS was $1.53 compared to $2.18 for the full year 2014.

Consolidated Adjusted EBITDA decreased to $158.0 million in the fourth quarter of 2015 from $211.0 million in the fourth quarter of 2014, representing a decrease of $53.0 million, or 25%. The decline was primarily attributable to a decrease in net political advertising revenue due to 2015 being an off-cycle political year as well as an increase in programming expenses, partially offset by higher retransmission consent and carriage fee revenues.

For the full year 2015, consolidated Adjusted EBITDA decreased $116.4 million, or 19%, to $491.4 million as compared to $607.8 million for the full year 2014. The decline was primarily attributable to an increase in programming expenses and a decrease in net political advertising revenue due to 2015 being an off-cycle political year. These factors were partially offset by higher retransmission consent and carriage fee revenues.  The $491.4 million of Adjusted EBITDA excludes the $385 million impairment of goodwill and other intangible assets and the $74 million non-cash broadcast rights impairment charge.

Cash distributions from equity investments in the fourth quarter of 2015 were $19.1 million compared to $37.3 million in the fourth quarter of 2014. Cash distributions for the full year 2015 were $180.2 million compared to $210.7 million for the full year 2014.  In fiscal 2014, the Company also received a cash distribution of $159.6 million from Classified Ventures, LLC in connection with the sale of its Apartments.com business.  Additionally, cash distributions in 2014 included a one-time distribution of $12.4 million related to Television Food Network, G.P.

Television and Entertainment

Revenues were $464.0 million in the fourth quarter of 2015, compared to $480.2 million in the fourth quarter of 2014, a decrease of $16.2 million, or 3.4%. The decline was driven by a $46.5 million decrease in net political advertising revenues due to 2015 being an off-cycle political year.  This decline was partially offset by a $15.9 million, or 27%, increase in retransmission consent revenue, an $8.3 million, or 58%, increase in carriage fee revenue related to higher rates for WGN America distribution and an $8.1 million, or 2.6%, increase in core advertising revenues.

Television and Entertainment revenues for the full year 2015 were $1,749.6 million, compared to $1,725.6 million for the full year 2014. The increase was driven by a $53.9 million, or 24%, increase in local retransmission consent revenue, a $28.2 million, or 49%, increase in carriage fee revenue related to higher rates for WGN America distribution, and a $21.3 million, or 1.8%, increase in core advertising revenues.  These increases were partially offset by a $70.3 million decrease in net political advertising due to 2015 being an off-cycle political year.

Adjusted EBITDA for the fourth quarter of 2015 was $151.2 million, compared to $202.3 million in the fourth quarter of 2014. For the full year 2015, Adjusted EBITDA was $513.0 million, as compared to $615.3 million for the full year 2014, a decrease of $102.3 million. Adjusted EBITDA for the fourth quarter and the full year 2015 was impacted primarily by lower political advertising revenues and increases in programming expenses. Adjusted EBITDA for the fourth quarter and full year excludes the impairment of goodwill and other intangible assets charge of $385 million and the broadcast rights impairment charge of $74 million described above.

Digital and Data

Revenues in the fourth quarter of 2015 were $71.1 million, compared to $60.2 million in the fourth quarter of 2014, an increase of $10.9 million, or 18%. The increase was primarily due to an increase in music revenues associated with auto contracts as well as the favorable impact of the acquisitions of Infostrada Sports, SportsDirect, Covers and Enswers Inc., all of which were consummated in the second quarter of 2015.

For the full year 2015, segment revenues were $211.5 million, an increase of $42.6 million, as compared to $168.9 million for the full year 2014. This increase included the favorable impact of the acquisitions of What's ON, HWW and Baseline, which were consummated in the second half of 2014, as well as the acquisitions of Infostrada Sports, SportsDirect, Covers and Enswers Inc., all of which were consummated in the second quarter of 2015, and the favorable impact of one additional month of Gracenote, which was acquired in January 2014. 

Adjusted EBITDA was $26.4 million in the fourth quarter of 2015, compared to $24.2 million in the fourth quarter of 2014, an increase of $2.2 million. For the full year 2015, Adjusted EBITDA was $52.0 million compared to $38.1 million for the full year 2014.

Corporate and Other

Real estate revenues for the fourth quarter of 2015 were $12.5 million compared to $13.0 million for the fourth quarter of 2014, representing a decrease of 4.5%. Real estate revenues for the full year 2015 were $49.3 million, compared to $54.8 million for the full year 2014, representing a decrease of $5.5 million, or 10%.  The decrease in both periods was due primarily to a reduction in space leased by Tribune Publishing Company at several properties and the sale of the production facility and land in Baltimore, MD, in December 2014.

Corporate and Other Adjusted EBITDA for the fourth quarter of 2015 represented a loss of $19.6 million, compared to a loss of $15.5 million in the fourth quarter of 2014. The increase in loss was primarily a result of increased corporate costs as a result of becoming a publicly traded company in December 2014.

For the full year 2015, Corporate and Other Adjusted EBITDA represented a loss of $73.6 million, compared to a loss of $45.6 million for the full year 2014. The increase in loss was primarily a result of increased corporate costs driven by the implementation of new technology applications and the establishment of new shared services operations following the Company's separation from Tribune Publishing Company in August 2014, as well as the decline in real estate revenues.

Impairment of Goodwill and Other Intangible Assets

During the fourth quarter of 2015, the Company recorded non-cash impairment charges of $385 million at Television and Entertainment, consisting of a $381 million charge related to the impairment of goodwill at the cable reporting unit and a $4 million charge related to the impairment of an FCC license at one of the Company's television stations.

RETURN OF CAPITAL TO SHAREHOLDERS

The Company completed its previously announced $400 million stock repurchase program in the fourth quarter of 2015 and has now returned more than $1 billion in capital to shareholders through dividend payments and share repurchases in 2015.

Stock Repurchase Programs

In October 2014, the Company announced a $400 million stock repurchase program.  As of December 31, 2015, the Company completed this program, purchasing an aggregate of 7.7 million shares of the Company's Class A common stock in open market transactions. During the fourth quarter of 2015, the Company repurchased approximately 1.8 million shares of the Company's Class A common stock in open market transactions for approximately $67 million. During the year ended December 31, 2015, the Company repurchased approximately 6.6 million shares of the Company's Class A common stock in open market transactions for approximately $332 million

On February 24, 2016, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $400 million of its outstanding Class A common stock. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company's management team. The repurchase program may be suspended or discontinued at any time. The Company expects to finance the purchases with available cash, cash flows from operations, proceeds from asset sales or debt facilities.

Quarterly Dividend

On February 24, 2016, the Company's Board of Directors declared a quarterly cash dividend of $0.25 per share on the Company's common stock. In addition, holders of the Company's outstanding warrants will receive a cash payment equal to the amount of the dividend paid per share of common stock for each share of common stock such warrants are exercisable into. The dividend is payable on March 24, 2016 to stockholders of record at the close of business on March 10, 2016. This is the fourth quarterly dividend declared under the Company's dividend program announced on March 6, 2015. Future dividends will be subject to the discretion of the Company's Board of Directors.

FINANCIAL GUIDANCE

The following represents the Company's financial guidance for the full year 2016 for the current business portfolio.  Given the evaluation of strategic and financial alternatives discussed above, our actual results for the full year may differ materially as the guidance below is based on our assets and operations as they exist today.   The following statements, by their nature, are forward-looking and are subject to substantial risks and uncertainties, which are discussed below under "Cautionary Statement Regarding Forward-Looking Statements," and may differ materially from our actual results.

Due to a change in guidance policy and in light of the strategic review, our financial guidance does not include any guidance with respect to our long-term outlook.

For full year 2016, the Company expects:

Consolidated revenues to be between $2.25 billion and $2.28 billion
Consolidated Adjusted EBITDA to be between $615 million and $645 million

Television and Entertainment segment revenues to be between $1.975 billion and $2.000 billion
Television and Entertainment segment Adjusted EBITDA to be between $640 million and $665 million

Digital and Data segment revenues to be between $225 million and $235 million
Digital and Data segment Adjusted EBITDA to be between $47 million and $50 million

Real estate revenues to be approximately $49 million
Real estate expenses to be approximately $26 million
Corporate expenses to be between $93 million and $95 million
Corporate and Other Adjusted EBITDA to be between $(70) million and $(72) million

Capital expenditures to be approximately $127 million ($63 million of which is non-recurring)
Cash taxes to be between $115 million and $125 million
Cash interest to be approximately $160 million

CONFERENCE CALL INFORMATION

The Company will host a conference call today at 8:30 a.m. ET to discuss its fourth quarter and full-year results and a presentation deck will be posted to our website in advance of the call. The conference call can be accessed on the Investor Relations homepage of Tribune Media's website at www.tribunemedia.com, or by dialing (888) 317-6003 (domestic) or (412) 317-6061 (international). The confirmation code is 6162054.

An audio webcast replay will be available in the Events and Presentations section of the Tribune Media website approximately one hour after completion of the call. A replay of the call will also be available until March 8, 2016 at (877) 344-7529 (domestic) or (412) 317-0088 (international). The confirmation code for the replay is 10080557.

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 network WGN America, whose reach is approaching 80 million households, Tribune Studios, and Gracenote, one of the world's leading sources of TV and music metadata powering electronic program guides in televisions, automobiles and mobile devices. 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 other strategic investments in media. For more information please visit www.tribunemedia.com.

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, Digital and Data, 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 accounting principles generally accepted in the U.S. ("GAAP"). Adjusted EPS is calculated based on net income (loss) before income (loss) from discontinued operations, net of taxes, investment transactions, loss on extinguishment of debt, certain adjustments to income on equity investments, net, certain special items (including severance), non-operating items, gain (loss) on sales of real estate, goodwill and other intangible asset and program impairments and other non-cash charges and reorganization items per common share. Adjusted EBITDA for the Company is defined as net income (loss) before income (loss) from discontinued operations, net of taxes, income taxes, investment transactions, loss on extinguishment 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, goodwill and other intangible asset and program 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, goodwill and other intangible asset and program impairments and other non-cash charges 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.  No reconciliation of the forecasted range for Adjusted EBITDA on a consolidated or segment basis for fiscal 2016 is included in this release because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

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, statements concerning our financial outlook and guidance, including our 2016 forecasted revenues, Adjusted EBITDA and other consolidated and segment financial performance guidance, our real estate monetization strategy, exploration of strategic and financial alternatives and other corporate initiatives, 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 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2016.  "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 projected or historical results or those anticipated or predicted by these forward-looking statements: competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand and audience shares; changes in the overall market for television advertising, including through regulatory and judicial rulings;  our ability to protect our intellectual property and other proprietary rights; availability and cost of broadcast rights; our ability to adapt to technological changes; availability and cost of quality network, syndicated and sports programming affecting our television ratings; the loss or modification of our network affiliation agreements; our ability to renegotiate retransmission consent or carriage fee agreements; our ability to monetize our real estate assets; the incurrence of additional tax-related liabilities related to historical income tax returns; our ability to expand our operations internationally; the incurrence of costs to address contamination issues at sites owned, operated or used by our business; 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 of our equity method investments; the impairment of our existing goodwill and other intangible assets; compliance with both US and foreign government regulations applicable to our industry; our ability to protect our information systems; compliance with laws related to our international operations, including anti-bribery, anti-money laundering, export controls and other laws; changes in accounting standards; our ability to pay cash dividends on our common stock; increased interest rate risk due to our variable rate indebtedness; 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; a downgrade or withdrawal of ratings assigned to us or our indebtedness; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms 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.

 

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of dollars, except per share data)



Three Months Ended



Year Ended


December 31, 2015


December 28, 2014



December 31, 2015


December 28, 2014


(Unaudited)






Operating Revenues









Television and Entertainment









Advertising

$

346,544



$

382,051




$

1,300,313



$

1,339,634


Retransmission consent and carriage fees

97,000



72,842




368,484



286,380


Other

20,469



25,292




80,838



99,627


  Total

464,013



480,185




1,749,635



1,725,641


Digital and Data

71,139



60,200




211,527



168,926


Other

12,453



13,035




49,298



54,792


Total operating revenues

547,605



553,420




2,010,460



1,949,359


Operating Expenses









Programming

188,306



85,115




535,799



354,666


Direct operating expenses

108,902



109,506




435,231



420,763


Selling, general and administrative

178,129



128,768




647,600



584,274


Depreciation

20,242



17,945




74,289



70,187


Amortization

49,242



48,642




195,230



218,287


Impairment of goodwill and other intangible assets

385,000






385,000




Total operating expenses

929,821



389,976




2,273,149



1,648,177


Operating (Loss) Profit

(382,216)



163,444




(262,689)



301,182


Income on equity investments, net

27,125



38,938




146,959



236,713


Interest and dividend income

257



687




829



1,368


Interest expense

(42,315)



(39,051)




(164,430)



(157,866)


Loss on extinguishment of debt






(37,040)




Gain on investment transactions, net

103



371,783




12,173



372,485


Other non-operating gain (loss), net

5,623



(3,734)




8,140



(4,804)


Reorganization items, net

(105)



(1,293)




(1,537)



(7,268)


(Loss) Income from Continuing Operations Before Income Taxes

(391,528)



530,774




(297,595)



741,810


Income tax (benefit) expense

(10,600)



216,098




22,323



278,699


(Loss) Income from Continuing Operations

(380,928)



314,676




(319,918)



463,111


(Loss) Income from Discontinued Operations, net of taxes








13,552


Net (Loss) Income

$

(380,928)



$

314,676




$

(319,918)



$

476,663


Basic (Loss) Earnings Per Common Share from:









Continuing Operations

$

(4.07)



$

3.15




$

(3.38)



$

4.63


Discontinued Operations








0.13


Net (Loss) Earnings Per Common Share

$

(4.07)



$

3.15




$

(3.38)



$

4.76


Diluted (Loss) Earnings Per Common Share from:









Continuing Operations

$

(4.07)



$

3.14




$

(3.38)



$

4.62


Discontinued Operations








0.13


Net (Loss) Earnings Per Common Share

$

(4.07)



$

3.14




$

(3.38)



$

4.75











Regular dividends declared per common share

$

0.25



$




$

0.75



$


Special dividends declared per common share

$



$




$

6.73



$


 

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS

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



December 31, 2015


December 28, 2014

Assets




Current Assets




Cash and cash equivalents

$

262,644



$

1,455,183


Restricted cash and cash equivalents

17,595



17,600


Accounts receivable (net of allowances of $8,176 and $7,313)

466,628



440,722


Broadcast rights

160,240



147,423


Income taxes receivable

42,838



4,931


Deferred income taxes



29,675


Prepaid expenses

63,337



26,300


Other

8,663



38,989


Total current assets

1,021,945



2,160,823


Properties




Machinery, equipment and furniture

289,619



240,507


Buildings and leasehold improvements

212,470



253,426



502,089



493,933


Accumulated depreciation

(160,801)



(102,841)



341,288



391,092


Land

268,257



422,635


Construction in progress

48,312



36,870


Net properties

657,857



850,597


Other Assets




Broadcast rights

203,422



157,014


Goodwill

3,561,812



3,918,136


Other intangible assets, net

2,240,199



2,397,794


Assets held for sale

206,422



5,645


Investments

1,692,700



1,717,192


Other

174,178



189,254


Total other assets

8,078,733



8,385,035


Total Assets

$

9,758,535



$

11,396,455


 

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS

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



December 31, 2015


December 28, 2014

Liabilities and Shareholders' Equity




Current Liabilities




Accounts payable

$

60,394



$

77,295


Debt due within one year

26,479



4,088


Income taxes payable

3,458



252,570


Employee compensation and benefits

87,976



80,270


Contracts payable for broadcast rights

236,676



178,685


Deferred revenue

44,721



34,352


Interest payable

33,828



12,238


Other

53,885



44,682


Total current liabilities

547,417



684,180


Non-Current Liabilities




Long-term debt

3,452,544



3,490,897


Deferred income taxes

984,032



1,156,214


Contracts payable for broadcast rights

385,107



279,819


Contract intangible liability, net

13,772



34,425


Pension obligations, net

456,073



469,116


Postretirement, medical, life and other benefits

16,092



21,456


Other obligations

71,776



64,917


Total non-current liabilities

5,379,396



5,516,844


Total Liabilities

5,926,813



6,201,024


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 December 31, 2015 and at December 28, 2014




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




Authorized: 1,000,000,000 shares; 100,015,546 shares issued and 92,345,330 shares outstanding at December 31, 2015; 95,708,401 shares issued and 94,732,807 shares outstanding at December 28, 2014

100



96


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




Authorized: 1,000,000,000 shares at December 31, 2015 and 200,000,000 shares at December 28, 2014; Issued and outstanding: 5,605 shares at December 31, 2015 and 2,438,083 shares at December 28, 2014



2


Treasury stock, at cost: 7,670,216 shares at December 31, 2015 and 975,594 shares at December 28, 2014

(400,153)



(67,814)


Additional paid-in-capital

4,619,618



4,591,470


Retained (deficit) earnings

(322,351)



718,218


Accumulated other comprehensive loss

(71,016)



(46,541)


Total Tribune Media Company shareholders' equity

3,826,198



5,195,431


Noncontrolling interest

5,524




Total shareholders' equity

3,831,722



5,195,431


Total Liabilities and Shareholders' Equity

$

9,758,535



$

11,396,455


 


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)



Year Ended


December 31, 2015


December 28, 2014

Operating Activities




Net (loss) income

$

(319,918)



$

476,663


Adjustments to reconcile net (loss) income to net cash provided by operating activities:




Stock-based compensation

32,493



27,918


Pension credit, net of contributions

(29,417)



(41,164)


Depreciation

74,289



88,890


Amortization of contract intangible assets and liabilities

(14,980)



(35,774)


Amortization of other intangible assets

195,230



222,216


Impairment of goodwill and other intangible assets

385,000




Income on equity investments, net

(146,959)



(236,088)


Distributions from equity investments

169,879



189,789


Non-cash loss on extinguishment of debt

33,480




Original issue discount payments

(6,158)




Amortization of debt issuance costs and original issue discount

12,258



13,433


Gain on investment transactions, net

(12,173)



(373,968)


Loss (gain) on sales of real estate

97



(21,690)


Other non-operating (gain) loss, net

(6,183)



4,729


Change in excess tax benefits from stock-based awards

868



(868)


Transfers from restricted cash

5



2,357


Changes in working capital items, excluding effects from acquisitions:




Accounts receivable, net

(23,444)



39,149


Prepaid expenses and other current assets

(36,997)



(1,532)


Accounts payable

(15,302)



2,855


Employee compensation and benefits, and other current liabilities

39,598



(23,569)


Deferred revenue

9,541



23,189


Accrued reorganization costs

(1,536)



(780)


Income taxes

(272,102)



261,591


Deferred compensation, postretirement medical, life and other benefits

(2,298)



(3,099)


Change in broadcast rights, net of liabilities

100,116



(21,098)


Deferred income taxes

(140,075)



(179,099)


Change in non-current obligations for uncertain tax positions

(931)



(2,814)


Other, net

1,563



(32,781)


Net cash provided by operating activities

25,944



378,455


Investing Activities




Capital expenditures

(89,084)



(89,438)


Acquisitions, net of cash acquired

(74,959)



(279,833)


Decrease in restricted cash related to acquisition of Local TV



201,922


Transfers from (to) restricted cash, net

1,112



(1,109)


Investments

(23,042)



(2,330)


Distributions from equity investments

10,328



180,521


Proceeds from sales of investments

44,982



659,395


Proceeds from sales of real estate

4,930



49,870


Net cash (used in) provided by investing activities

(125,733)



718,998


 


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

 


Year Ended


December 31, 2015


December 28, 2014

Financing Activities




Long-term borrowings related to Publishing Spin-off



346,500


Long-term borrowings

1,100,000




Repayments of long-term debt

(1,114,262)



(299,285)


Repayment of Senior Toggle Notes



(172,237)


Long-term debt issuance costs related to Publishing Spin-off



(10,179)


Long-term debt issuance costs

(20,202)




Payment of dividends

(719,919)




Settlements of contingent consideration, net

1,174




Common stock repurchases

(339,942)



(60,211)


Cash and restricted cash distributed to Tribune Publishing



(86,530)


Change in excess tax benefits from stock-based awards

(868)



868


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

(4,421)



(3,201)


Proceeds from stock option exercises

166



1,308


Contributions from noncontrolling interests

5,524




Net cash used in financing activities

(1,092,750)



(282,967)






Net (Decrease) Increase in Cash and Cash Equivalents

(1,192,539)



814,486


Cash and cash equivalents, beginning of year

1,455,183



640,697


Cash and cash equivalents, end of year

$

262,644



$

1,455,183






Supplemental Schedule of Cash Flow Information




Cash paid during the period for:




Interest

$

130,311



$

140,338


Income taxes, net of refunds

$

434,720



$

217,579


 

Tribune Media Company - Consolidated

Reconciliation of Net (Loss) Income to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)



Three Months Ended



Year Ended


December 31, 2015


December 28, 2014



December 31, 2015


December 28, 2014

Revenue

$

547,605



$

553,420




$

2,010,460



$

1,949,359




















Net (Loss) Income

$

(380,928)



$

314,676




$

(319,918)



$

476,663


Income from discontinued operations, net of taxes








13,552


(Loss) Income from Continuing Operations

$

(380,928)



$

314,676




$

(319,918)



$

463,111


Income tax (benefit) expense

(10,600)



216,098




22,323



278,699


Reorganization items, net

105



1,293




1,537



7,268


Other non-operating (gain) loss

(5,623)



3,734




(8,140)



4,804


Gain on investment transactions, net

(103)



(371,783)




(12,173)



(372,485)


Loss on extinguishment of debt






37,040




Interest expense

42,315



39,051




164,430



157,866


Interest and dividend income

(257)



(687)




(829)



(1,368)


Income on equity investments, net

(27,125)



(38,938)




(146,959)



(236,713)


Operating (Loss) Profit

$

(382,216)



$

163,444




$

(262,689)



$

301,182


Depreciation

20,242



17,945




74,289



70,187


Amortization

49,242



48,642




195,230



218,287


Stock-based compensation

8,364



5,788




32,493



26,191


Impairment of goodwill and other intangible assets

385,000






385,000




Impairment of broadcast rights

73,830






73,830




Severance and related charges

2,105



1,484




5,943



6,609


Transaction-related costs

2,048



2,570




8,775



15,684


(Gain) loss on sales of real estate



(21,388)




97



(21,691)


Contract termination costs



(646)






15,000


Other

6,644



827




7,597



6,977


Pension credit

(7,291)



(7,661)




(29,166)



(30,643)


Adjusted EBITDA

$

157,968



$

211,005




$

491,399



$

607,783


 

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



Year Ended


December 31, 2015


December 28, 2014



December 31, 2015


December 28, 2014

Advertising

$

346,544



$

382,051




$

1,300,313



$

1,339,634


Retransmission consent fees

74,324



58,447




283,140



229,243


Carriage fees

22,676



14,395




85,344



57,137


Barter/trade

9,443



9,257




38,243



41,267


Copyright royalties

4,049



7,104




15,367



27,161


Other

6,977



8,931




27,228



31,199


Total Revenues (1)

$

464,013



$

480,185




$

1,749,635



$

1,725,641











Operating (Loss) Profit (1)

$

(365,452)



$

146,026




$

(174,955)



$

337,431


Depreciation

12,794



12,057




48,434



50,262


Amortization

41,476



42,217




165,936



197,054


Stock-based compensation

3,225



2,063




12,377



8,800


Impairment of goodwill and other intangible assets

385,000






385,000




Impairment of broadcast rights

73,830






73,830




Severance and related charges

311



229




2,317



2,098


Transaction-related costs



(387)






1,894


Gain on sale of real estate



(103)






(103)


Contract termination costs



(646)






15,000


Other



829




13



2,755


Pension expense








124


Adjusted EBITDA (1)

$

151,184



$

202,285




$

512,952



$

615,315











Broadcast rights - Amortization

100,339



65,624




377,185



268,797


Broadcast rights - Cash Payments

(79,956)



(76,130)




(390,199)



(321,335)


Broadcast Cash Flow

$

171,567



$

191,779




$

499,938



$

562,777
























(1)

At the beginning of fiscal 2015, the Company moved its Zap2it.com entertainment website business 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.

 

Tribune Media Company - Digital & Data

Reconciliation of Operating Profit to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)



Three Months Ended



Year Ended


December 31, 2015


December 28, 2014



December 31, 2015


December 28, 2014

Video and other

$

32,307



$

25,814




$

118,576



$

91,197


Music

38,832



34,386




92,951



77,729


Total Revenues (1)

$

71,139



$

60,200




$

211,527



$

168,926











Operating Profit (1)

$

15,032



$

14,291




$

8,409



$

2,899


Depreciation

2,856



1,987




9,738



7,744


Amortization

7,766



6,425




29,294



21,233


Stock-based compensation

588



262




2,239



1,641


Severance and related charges

97



1,212




667



3,975


Transaction-related costs

92






730




Other






920



580


Adjusted EBITDA (1)

$

26,431



$

24,177




$

51,997



$

38,072























(1)

At the beginning of fiscal 2015, the Company moved its Zap2it.com entertainment website business 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.

 

Tribune Media Company - Corporate and Other

Reconciliation of Operating (Loss) Profit to Adjusted EBITDA

(in thousands of dollars)

(Unaudited)



Three Months Ended



Year Ended


December 31, 2015


December 28, 2014



December 31, 2015


December 28, 2014

Total Revenues

$

12,453



$

13,035




$

49,298



$

54,792




















Operating (Loss) Profit

$

(31,796)



$

3,127




$

(96,143)



$

(39,148)


Depreciation

4,592



3,901




16,117



12,181


Stock-based compensation

4,551



3,463




17,877



15,750


Severance and related charges

1,697



43




2,959



536


Transaction-related costs

1,956



2,957




8,045



13,790


(Gain) loss on sales of real estate



(21,285)




97



(21,588)


Other

6,644



(2)




6,664



3,642


Pension credit

(7,291)



(7,661)




(29,166)



(30,767)


Adjusted EBITDA

$

(19,647)



$

(15,457)




$

(73,550)



$

(45,604)


 

Tribune Media Company - Consolidated

Reconciliation of Diluted EPS to Adjusted EPS

(in thousands of dollars, except per share data)

(Unaudited)




Three Months Ended



December 31, 2015



December 28, 2014



Pre-tax


After-tax


EPS



Pre-tax


After-tax


EPS















Diluted EPS






$ (4.07)







$ 3.14

Reorganization items, net


$       105


$       109


0.00



$     1,293


$     1,098


0.01

Other non-operating (gain) loss


(5,623)


(3,431)


(0.04)



3,734


2,269


0.02

Gain on investment transactions, net


(103)


(228)


(0.00)



(371,783)


(226,027)


(2.26)

Equity income -  share of CareerBuilder goodwill impairment charge


16,054


9,761


0.10



-


-


-

Impairment of goodwill and other intangible assets


385,000


383,432


4.10



-


-


-

Impairment of broadcast rights


73,830


44,889


0.48



-


-


-

Severance and related charges


2,105


1,280


0.01



1,484


902


0.01

Transaction-related costs


2,048


1,388


0.01



2,570


1,944


0.02

Gain on sales of real estate


-


-


-



(21,388)


(13,004)


(0.13)

Contract termination costs


-


-


-



(646)


(393)


(0.00)

Other  


6,644


4,059


0.04



827


430


0.00

Adjusted EPS






$  0.63







$ 0.81













































Year Ended



December 31, 2015



December 28, 2014



Pre-tax


After-tax


EPS



Pre-tax


After-tax


EPS















Diluted EPS






$ (3.38)







$ 4.75

Income from discontinued operations, net of taxes






-







(0.13)

Reorganization items, net


$   1,537


$   1,455


0.02



$     7,268


$     7,043


0.07

Other non-operating (gain) loss


(8,140)


(4,966)


(0.05)



4,804


2,920


0.03

Gain on investment transactions, net


(12,173)


(7,571)


(0.08)



(372,485)


(226,471)


(2.26)

Equity income  - gain from Classified Venture's sale of Apartments.com

-


-


-



(72,063)


(43,814)


(0.44)

Equity income  -  share of CareerBuilder goodwill impairment charge


16,054


9,761


0.10



-


-


-

Loss on extinguishment of debt


37,040


22,520


0.24



-


-


-

Impairment of goodwill and other intangible assets


385,000


383,432


4.05



-


-


-

Impairment of broadcast rights


73,830


44,889


0.47



-


-


-

Severance and related charges


5,943


3,613


0.04



6,609


4,018


0.04

Transaction-related costs


8,775


6,310


0.07



15,684


11,612


0.12

(Gain) loss on sales of real estate


97


58


0.00



(21,691)


(13,188)


(0.13)

Contract termination costs


-


-


-



15,000


9,120


0.09

Other  


7,597


4,638


0.05



6,977


4,245


0.04

Adjusted EPS






$  1.53







$ 2.18

 

SOURCE Tribune Media Company



RELATED LINKS

http://www.tribunemedia.com
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