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Exhibit 99.1

 

LOGO

Tribune Media Company Reports Fourth Quarter and Full-Year 2016 Results

NEW YORK, March 1, 2017 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months and year ended December 31, 2016.

FOURTH QUARTER AND FULL-YEAR 2016 FINANCIAL HIGHLIGHTS (compared to the prior year period)

 

    In January 2017, the Company completed the sale of substantially all of its Digital and Data business to Nielsen. The historical results of operations for the businesses included in the sale are reported as discontinued operations for all periods presented. All references made to financial data in this release are to Tribune Media Company’s continuing operations.

 

    Consolidated operating revenues increased 11% to $529.6 million for the fourth quarter and increased 8% to $1,947.9 million for the full year

 

    Consolidated operating profit increased 129% to $113.2 million for the fourth quarter and increased 261% to $433.6 million for the full year

 

    Consolidated Adjusted EBITDA increased 38% to $181.5 million for the fourth quarter and increased 21% to $531.1 million for the full year

 

    Total Television and Entertainment net advertising revenues (which includes political and digital revenues) increased 10% to $384.6 million for the fourth quarter and increased 5% to $1,374.6 million for the full year

 

    Retransmission revenue increased 20% to $89.2 million for the fourth quarter and increased 18% to $334.7 million for the full year

 

    Carriage fee revenue increased 35% to $30.7 million for the fourth quarter and increased 42% to $121.0 million for the full year

 

    Digital ad revenue increased 7% to $18.9 million for the fourth quarter and increased 12% to $66.6 million for the full year

“Bolstered by record fourth quarter revenues, Tribune Media’s financial results for 2016 were very strong,” said Peter Liguori, Tribune Media’s President and Chief Executive Officer. “Consolidated revenues grew 8% and consolidated Adjusted EBITDA was up 21% over last year, driven by strong political advertising revenue and solid growth in retransmission and carriage fee revenues. These results are a clear demonstration that our operational strategies continue delivering value for our shareholders. In addition, last year’s monetization of real estate assets for more than $500 million and the recent sale of Gracenote enables Tribune Media to be a more focused television company, uniquely positioned to take advantage of the opportunities presented by a rapidly changing media environment.”


FOURTH QUARTER AND FULL-YEAR 2016 RESULTS

Discontinued Operations

On December 19, 2016, the Company entered into an agreement with Nielsen to sell equity interests in substantially all of the Digital and Data business for $560 million in cash, subject to certain purchase price adjustments. The Company completed the sale on January 31, 2017 and received gross proceeds of $581 million. The historical results of operations for the businesses included in the sale are reported as discontinued operations for all periods presented. Accordingly, all references made to financial data in this release are to Tribune Media Company’s continuing operations.

Consolidated

Consolidated operating revenues for the fourth quarter of 2016 were $529.6 million compared to $478.0 million in the fourth quarter of 2015, representing an increase of $51.6 million, or 11%. The increase was primarily driven by higher political advertising, retransmission, carriage fee and digital advertising revenues, partially offset by a decrease in core advertising revenues and real estate revenues as a result of the sales of certain properties in 2016.

For the full year 2016, consolidated operating revenues were $1,947.9 million compared to $1,802.0 million for the full year 2015, representing an increase of $146.0 million, or 8%.

Consolidated operating profit was $113.2 million for the fourth quarter of 2016 compared to a consolidated operating loss of $396.9 million for the fourth quarter of 2015. The Company recorded non-cash impairment charges of $3 million related to other intangible assets in the fourth quarter of 2016 and $385 million related to goodwill and other intangible assets in the fourth quarter of 2015. Consolidated operating profit before impairments of goodwill and other intangible assets in the fourth quarter of 2016 was $116.6 million compared to an operating loss of $11.9 million in the fourth quarter of 2015, representing an increase of $128.5 million. The increase was primarily due to higher political revenues and the absence of a $73.8 million program impairment charge related to the write down of the acquired syndicated programming Person of Interest and Elementary at WGN America recorded in the fourth quarter of 2015.

For the full year 2016, consolidated operating profit was $433.6 million compared to a consolidated operating loss of $269.3 million in the full year 2015. Consolidated operating profit before impairments of goodwill and other intangible assets was $437.0 million in 2016 compared to $115.7 million in 2015, representing an increase of $321.3 million primarily due to $213.1 million of gains recorded on the sales of real estate and higher Television and Entertainment operating profit primarily as a result of an increase in advertising revenues driven by higher political spending and a $37.0 million decrease in program impairment charges. In the third quarter of 2016, the Company recorded a $36.8 million impairment charge for the syndicated program Elementary at WGN America compared to a $73.8 million impairment charge in the fourth quarter of 2015, as noted above.

For the full year 2016, the Company recognized net pretax gains on the sales of real estate, including Tribune Tower, the north block of the Los Angeles Times Square property and the Olympic printing plant located in Los Angeles, of $213.1 million ($129.6 million after tax), or $1.43 per common share. Also in 2016, the Company reached an agreement with the IRS administrative appeals division to resolve the income tax dispute regarding the 2008 formation of the Newsday partnership. For the full year 2016, the Company recorded net income tax charges of $191.0 million related to this matter, or $2.10 per common share.

Net income was $19.0 million in the fourth quarter of 2016 compared to a net loss of $380.9 million in the fourth quarter of 2015. Net income was $14.2 million for the full year 2016 compared to a net loss of $319.9 million in 2015.

Consolidated income from continuing operations was $70.7 million in the fourth quarter of 2016 compared to a loss from continuing operations of $388.6 million in the fourth quarter of 2015. Diluted earnings per common share from continuing operations for the fourth quarter of 2016 was $0.81 compared to diluted loss per common share from continuing operations of $4.15 for the fourth quarter of 2015. Adjusted diluted earnings per share (“Adjusted EPS”) from continuing operations for the fourth quarter of 2016 was $0.85 compared to $0.56 for the fourth quarter of 2015. Both diluted earnings per common share from continuing operations and Adjusted EPS from continuing operations include an income tax benefit of $2 million, or $0.02 per common share, in the fourth quarter of 2016 and an income tax benefit of $4 million, or $0.04 per common share, in the fourth quarter of 2015 related to certain tax adjustments.

 

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Consolidated income from continuing operations was $87.0 million for the full year 2016 compared to a loss from continuing operations of $315.3 million for the full year 2015. For the full year 2016, diluted income per common share from continuing operations was $0.96 compared to diluted loss per common share from continuing operations of $3.33 for the full year 2015. Adjusted EPS from continuing operations for the full year 2016 was $2.13 compared to $1.54 for the full year 2015. Both diluted earnings per common share from continuing operations and Adjusted EPS from continuing operations include an income tax benefit of $11 million, or $0.13 per common share, for the full year 2016 and an income tax benefit of $8 million, or $0.08 per common share, for the full year 2015 related to certain tax adjustments.

Consolidated Adjusted EBITDA increased to $181.5 million in the fourth quarter of 2016 from $131.9 million in the fourth quarter of 2015, representing an increase of $49.6 million, or 38%. The increase in consolidated Adjusted EBITDA was primarily attributable to higher political advertising revenues and increased retransmission and carriage fee revenues, partially offset by a decrease in core advertising revenues and real estate revenues. For the full year 2016, consolidated Adjusted EBITDA increased $91.4 million, or 21%, to $531.1 million as compared to $439.7 million in the full year 2015.

Cash distributions from equity investments in the fourth quarter of 2016 were $27.0 million compared to $19.1 million in the fourth quarter of 2015. Cash distributions for the full year 2016 were $170.5 million compared to $180.2 million for the full year 2015.

Television and Entertainment

Revenues were $525.7 million in the fourth quarter of 2016 compared to $465.5 million in the fourth quarter of 2015, an increase of $60.2 million, or 13%. This was driven by a $68.3 million increase in net political advertising revenue, an increase in retransmission revenue of $14.9 million, or 20%, and an increase in carriage fee revenue of $8.0 million, or 35%, partially offset by a decrease in core advertising revenue (comprised of local and national advertising, excluding political and digital) of $33.0 million, or 10%. Core advertising was negatively impacted by displacement from significant political advertising during the first five weeks of the fourth quarter.

Television and Entertainment segment revenues for the full year 2016 were $1,909.9 million compared to $1,752.5 million for the full year 2015, an increase of $157.4 million, or 9%. The increase was driven by a $116.7 million increase in net political advertising revenue, an increase in retransmission revenues of $51.6 million, or 18%, and an increase in carriage fee revenues of $35.7 million, or 42%, partially offset by lower core advertising revenue.

Television and Entertainment operating profit for the fourth quarter of 2016 was $136.9 million compared to an operating loss of $365.2 million in the fourth quarter of 2015. Television and Entertainment operating profit before impairments of goodwill and other intangible assets was $140.3 million and $19.8 million for the fourth quarters of 2016 and 2015, respectively. The increase was primarily due to higher operating revenues in the fourth quarter of 2016 and the absence of the program impairment charge in the fourth quarter of 2015. Television and Entertainment Adjusted EBITDA for the fourth quarter of 2016 was $199.5 million compared to $151.6 million in the fourth quarter of 2015, an increase of $48.0 million, or 32%, primarily due to higher net political advertising, retransmission and carriage fee revenues, partially offset by lower core advertising revenue as well as higher programming expenses, excluding the program impairment charge in the fourth quarter of 2015.

For the full year 2016, Television and Entertainment operating profit was $324.8 million as compared to an operating loss of $175.1 million for the full year 2015. Television and Entertainment operating profit before impairments of goodwill and other intangible assets was $328.2 million and $209.9 million in 2016 and 2015, respectively. Television and Entertainment Adjusted EBITDA was $604.0 million as compared to $513.2 million for the full year 2015, an increase of $90.8 million, or 18%.

 

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Corporate and Other

Real estate revenues for the fourth quarter of 2016 were $3.9 million compared to $12.5 million for the fourth quarter of 2015, representing a decrease of $8.6 million, or 69%, primarily due to loss of revenue from real estate properties sold during 2016. Real estate revenues for the full year 2016 were $38.0 million, compared to $49.4 million for the full year 2015, representing a decrease of $11.4 million, or 23%.

Corporate and Other operating loss for the fourth quarter of 2016 was $23.7 million compared to $31.7 million in the fourth quarter of 2015. The reduction of the loss was primarily attributable to lower corporate and real estate operating expenses, partially offset by a decline in real estate revenues. Corporate and Other Adjusted EBITDA for the fourth quarter of 2016 represented a loss of $18.0 million compared to a loss of $19.6 million in the fourth quarter of 2015. For the full year 2016, Corporate and Other operating profit was $108.7 million compared to a loss of $94.2 million for the full year 2015, primarily attributable to net pretax gains on real estate sales of $213.1 million, as discussed above. Corporate and Other Adjusted EBITDA represented a loss of $72.9 million for the full year 2016 compared to a loss of $73.5 million for the full year 2015.

RETURN OF CAPITAL TO SHAREHOLDERS

Stock Repurchase Program

On February 24, 2016, the Board of Directors (the “Board”) authorized the current stock repurchase program under which the Company may repurchase up to $400 million of its outstanding Class A common stock. During the fourth quarter of 2016, the Company repurchased 2,253,370 shares of the Company’s Class A common stock in open market transactions for an aggregate purchase price of approximately $75 million. Since the announcement of the new stock repurchase program on February 24, 2016 through March 1, 2017, the Company has repurchased an aggregate of 6,432,455 shares of the Company’s Class A common stock in open market transactions at an aggregate purchase price of approximately $232 million. As of March 1, 2017, the remaining authorized amount under the current program totaled approximately $168 million.

Special Cash Dividend

On January 2, 2017, the Board authorized and declared a special cash dividend of $5.77 per share of common stock, which was paid on February 3, 2017 to holders of record of common stock and warrants at the close of business on January 13, 2017. The total aggregate payment on February 3, 2017 totaled $499 million.

Quarterly Dividend

On February 14, 2017, the Board declared a quarterly cash dividend on the Company’s common stock of $0.25 per share to be paid on March 27, 2017 to holders of record of the Company’s common stock and warrants as of March 13, 2017. This is the eighth consecutive quarterly dividend declared under the Company’s dividend program announced on March 6, 2015. Future dividends will be subject to the discretion of the Board.

 

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RECENT DEVELOPMENTS

Sale of Digital and Data Business

On December 19, 2016, the Company entered into an agreement with Nielsen to sell equity interests in substantially all of the Digital and Data business (“Gracenote Sale”) for $560 million in cash, subject to certain purchase price adjustments. The Company completed the sale on January 31, 2017 and received gross proceeds of $581 million.

On February 1, 2017, the Company used $400 million of proceeds from the Gracenote Sale to pay down a portion of the Company’s term loan facility.

Real Estate Transactions

In the year ended December 31, 2016, the Company sold several properties for net pretax proceeds totaling $506 million and recognized a net pretax gain of $213 million. Real estate sales in the fourth quarter of 2016 totaled $1 million. The Company defines net proceeds as pretax cash proceeds on the sale of properties, less associated selling costs.

Strategic Review

In February 2016, the Company announced that it had retained financial advisors for a strategic review of the Company’s assets. Since then, the Company has closed $506 million of real estate transactions and the $560 million Gracenote Sale (each as described above), and paid a $499 million special cash dividend and utilized $232 million of the current $400 million share repurchase authorization. The Company also continues to take a balanced approach to its liquidity in the context of its capital structure, and used $400 million from the proceeds of the Gracenote Sale to pay down outstanding borrowings under the Company’s term loan facility. In addition, the Company continues to consider a variety of other actions, including but not limited to returns of capital to shareholders and debt repayment.

On September 7, 2016, TEGNA announced that it was evaluating strategic alternatives for CareerBuilder, in which it holds a 53% ownership interest, including a possible sale. There can be no assurance of the terms, timing or structure of any transaction involving such business or whether any transaction will take place at all. Any such transaction is subject to risks and uncertainty.

Spectrum Auction

On February 8, 2017, the Company announced that it expects to receive approximately $190 million in pretax proceeds resulting from the FCC’s recently completed reverse auction for broadcast spectrum. The anticipated proceeds reflect the FCC’s acceptance of one or more bids placed by the Company or channel share partners of television stations owned or operated by the Company during the auction to modify and/or surrender spectrum used by certain of such bidder’s television stations. The results of the auction are not expected to produce any material change in the Company’s operations or results. The Company expects to receive the proceeds in the second half of 2017.

FINANCIAL GUIDANCE

The following represents the Company’s financial guidance for the full year 2017. The actual results for the full year may differ materially from the below guidance, which is based on the Company’s 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.”

For full year 2017, the Company expects:

Consolidated revenues to be between $1.865 billion and $1.916 billion

Consolidated Adjusted EBITDA to be between $440 million and $480 million

Television and Entertainment segment revenues to be between $1.855 billion and $1.905 billion

Television and Entertainment segment Adjusted EBITDA to be between $523 million and $559 million

 

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Real estate revenues to be between $10 million and $11 million

Real estate expenses to be between $5 million and $6 million

Corporate expenses to be between $84 million and $88 million

Corporate and Other Adjusted EBITDA to be between $(79) million and $(83) million

Capital expenditures to be between $75 million and $95 million

Cash taxes to be between $85 million and $100 million (excludes cash tax payments for transactions such as real estate sales, the Gracenote Sale and anticipated spectrum proceeds)

Cash interest to be approximately $152 million

See “Non-GAAP Financial Measures” below for more information regarding certain financial measures the Company presents that are not recognized under accounting principles generally accepted in the U.S. (“GAAP”).

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 the Company’s 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 0671867.

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, 2017 at (877) 344-7529 (domestic) or (412) 317-0088 (international). The confirmation code for the replay is 10101170.

# # #

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 approaching 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 32% interest in CareerBuilder, LLC and 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, Adjusted EBITDA Margin and Adjusted EPS for the Company and Adjusted EBITDA and Adjusted EBITDA Margin 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, Adjusted EBITDA Margin and Broadcast Cash Flow are financial measures that are not recognized under accounting principles generally accepted in the U.S. (“GAAP”). With respect to our expectations under “Financial Guidance” above, no reconciliation of the forecasted range for Adjusted EBITDA on a consolidated or segment basis for fiscal 2017 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. In particular, reconciliation of guidance for Consolidated Adjusted EBITDA or Adjusted EBITDA on a segment basis to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures such as the measures and effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our stock price and other non-recurring or unusual items such as impairment charges, transaction-related costs and gains or losses on sales of assets. We expect the variability of the above items to have a significant, and potentially unpredictable, impact on our future GAAP financial results. Adjusted EPS is calculated based on net income (loss) before investment transactions, loss on extinguishment 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 net income (loss) before 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, 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, Adjusted EBITDA Margin 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, Adjusted EBITDA Margin 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, Adjusted EBITDA Margin 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, statements concerning our financial outlook and guidance, including our 2017 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 March 1, 2017. “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: 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;

 

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our ability to protect our intellectual property and other proprietary rights; availability and cost of quality network, syndicated and sports programming affecting our television ratings; the loss, cost and / or modification of our network affiliation agreements; our ability to renegotiate retransmission consent agreements 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; our ability to expand our operations internationally; the timing of the completion of the auction and related payment of proceeds, the potential impact of the modifications to and/or surrender of spectrum on operation of the Company’s television stations and 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; our ability to successfully execute our business strategy, including our continued exploration of strategic and financial alternatives to enhance shareholder value; the financial performance of our equity method investments; the impairment of our existing goodwill and other intangible assets; compliance with 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; impact of foreign currency exchange rate changes; 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 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

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of dollars, except per share data)

 

     Three Months Ended     Year Ended  
     December 31,
2016
    December 31,
2015
    December 31,
2016
    December 31,
2015
 

Operating Revenues

          

Television and Entertainment

   $ 525,723     $ 465,525     $ 1,909,896     $ 1,752,542  

Other

     3,901       12,484       38,034       49,425  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     529,624       478,009       1,947,930       1,801,967  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Expenses

          

Programming

     119,288       188,306       515,738       535,799  

Direct operating expenses

     97,350       94,757       390,595       376,383  

Selling, general and administrative

     139,934       147,820       592,220       543,065  

Depreciation

     15,152       17,387       58,825       64,554  

Amortization

     41,661       41,665       166,664       166,404  

Impairments of goodwill and other intangible assets

     3,400       385,000       3,400       385,000  

(Gain) loss on sales of real estate, net

     (367     —         (213,086     97  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     416,418       874,935       1,514,356       2,071,302  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Profit (Loss)

     113,206       (396,926     433,574       (269,335

Income on equity investments, net

     33,861       27,125       148,156       146,959  

Interest and dividend income

     390       246       1,226       720  

Interest expense

     (38,211     (38,473     (152,719     (148,587

Loss on extinguishment of debt

     —         —         —         (37,040

Gain on investment transactions, net

     —         103       —         12,173  

Other non-operating gain, net

     4,949       5,623       5,427       7,228  

Reorganization items, net

     (188     (105     (1,422     (1,537
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Continuing Operations Before Income Taxes

     114,007       (402,407     434,242       (289,419

Income tax expense (benefit)

     43,280       (13,829     347,202       25,918  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Continuing Operations

     70,727       (388,578     87,040       (315,337

(Loss) Income from Discontinued Operations, net of taxes

     (51,776     7,650       (72,794     (4,581
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss)

   $ 18,951     $ (380,928   $ 14,246     $ (319,918
  

 

 

   

 

 

   

 

 

   

 

 

 

Basis Earnings (Loss) Per Common Share from:

          

Continuing Operations

   $ 0.81     $ (4.15   $ 0.96     $ (3.33

Discontinued Operations

     (0.59     0.08       (0.80     (0.05
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Earnings (Loss) Per Common Share

   $ 0.22     $ (4.07   $ 0.16     $ (3.38
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted Earnings (Loss) Per Common Share from:

          

Continuing Operations

   $ 0.81     $ (4.15   $ 0.96     $ (3.33

Discontinued Operations

     (0.59     0.08       (0.80     (0.05
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Earnings (Loss) Per Common Share

   $ 0.22     $ (4.07   $ 0.16     $ (3.38
  

 

 

   

 

 

   

 

 

   

 

 

 

Regular dividends declared per common share

   $ 0.25     $ 0.25     $ 1.00     $ 0.75  

Special dividends declared per common share

   $ —       $ —       $ —       $ 6.73  

 

9


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

 

     December 31, 2016     December 31, 2015  

Assets

    

Current Assets

    

Cash and cash equivalents

   $ 577,658     $ 247,820  

Restricted cash and cash equivalents

     17,566       17,595  

Accounts receivable (net of allowances of $12,504 and $5,543)

     429,112       416,877  

Broadcast rights

     157,817       160,240  

Income taxes receivable

     9,056       42,683  

Current assets held for sale

     62,605       72,698  

Prepaid expenses

     35,862       57,235  

Other

     6,624       6,797  
  

 

 

   

 

 

 

Total current assets

     1,296,300       1,021,945  
  

 

 

   

 

 

 

Properties

    

Machinery, equipment and furniture

     280,589       250,179  

Buildings and leasehold improvements

     154,557       209,608  
  

 

 

   

 

 

 
     435,146       459,787  

Accumulated depreciation

     (187,148     (142,677
  

 

 

   

 

 

 
     247,998       317,110  

Land

     214,730       268,257  

Construction in progress

     61,192       30,203  
  

 

 

   

 

 

 

Net properties

     523,920       615,570  
  

 

 

   

 

 

 

Other Assets

    

Broadcast rights

     153,457       203,422  

Goodwill

     3,227,930       3,228,224  

Other intangible assets, net

     1,819,134       1,990,002  

Non-current assets held for sale

     625,329       838,864  

Investments

     1,674,883       1,692,700  

Other

     80,098       118,136  
  

 

 

   

 

 

 

Total other assets

     7,580,831       8,071,348  
  

 

 

   

 

 

 

Total Assets

   $ 9,401,051     $ 9,708,863  
  

 

 

   

 

 

 

 

10


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

 

     December 31, 2016     December 31, 2015  

Liabilities and Shareholders’ Equity

    

Current Liabilities

    

Accounts payable

   $ 60,553     $ 53,872  

Debt due within one year (net of unamortized discounts and debt issuance costs of $7,917 and $7,979)

     19,924       19,862  

Income taxes payable

     21,166       2,373  

Employee compensation and benefits

     77,123       73,003  

Contracts payable for broadcast rights

     241,255       236,676  

Deferred revenue

     13,690       14,749  

Interest payable

     30,305       33,828  

Current liabilities held for sale

     54,284       59,962  

Other

     32,553       46,475  
  

 

 

   

 

 

 

Total current liabilities

     550,853       540,800  
  

 

 

   

 

 

 

Non-Current Liabilities

    

Long-term debt (net of unamortized discounts and debt issuance costs of $38,830 and $48,809)

     3,391,627       3,409,489  

Deferred income taxes

     984,248       890,706  

Contracts payable for broadcast rights

     314,840       385,107  

Contract intangible liability, net

     12       13,772  

Pension obligations, net

     444,401       456,073  

Postretirement medical, life and other benefits

     11,385       13,250  

Other obligations

     62,688       68,321  

Non-current liabilities held for sale

     95,314       99,623  
  

 

 

   

 

 

 

Total non-current liabilities

     5,304,515       5,336,341  
  

 

 

   

 

 

 

Total Liabilities

     5,855,368       5,877,141  
  

 

 

   

 

 

 

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, 2016 and at December 31, 2015

     —         —    

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

    

Authorized: 1,000,000,000 shares; 100,416,516 shares issued and 86,314,063 shares outstanding at December 31, 2016; 100,015,546 shares issued and 92,345,330 shares outstanding at December 31, 2015

     100       100  

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

    

Authorized: 1,000,000,000 shares; Issued and outstanding: 5,605 shares at December 31, 2016 and at December 31, 2015

     —         —    

Treasury stock, at cost: 14,102,453 shares at December 31, 2016 and 7,670,216 shares at December 31, 2015

     (632,207     (400,153

Additional paid-in-capital

     4,561,760       4,619,618  

Retained deficit

     (308,105     (322,351

Accumulated other comprehensive loss

     (81,782     (71,016
  

 

 

   

 

 

 

Total Tribune Media Company shareholders’ equity

     3,539,766       3,826,198  

Noncontrolling interests

     5,917       5,524  
  

 

 

   

 

 

 

Total shareholders’ equity

     3,545,683       3,831,722  
  

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 9,401,051     $ 9,708,863  
  

 

 

   

 

 

 

 

11


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

 

     Year Ended  
     December 31, 2016     December 31, 2015  

Operating Activities

    

Net income (loss)

   $ 14,246     $ (319,918

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

    

Stock-based compensation

     37,189       32,493  

Pension credit, net of contributions

     (24,110     (29,417

Depreciation

     72,409       74,289  

Amortization of contract intangible assets and liabilities

     (10,566     (14,980

Amortization of other intangible assets

     196,663       195,230  

Impairments of goodwill and other intangible assets

     3,400       385,000  

Income on equity investments, net

     (148,156     (146,959

Distributions from equity investments

     170,527       169,879  

Non-cash loss on extinguishment of debt

     —         33,480  

Original issue discount payments

     —         (6,158

Amortization of debt issuance costs and original issue discount

     11,172       12,258  

Gain on investment transactions, net

     —         (12,173

Impairments of real estate

     15,102       6,650  

(Gain) loss on sales of real estate

     (213,086     97  

Other non-operating gain

     (5,427     (6,183

Change in excess tax benefits from stock-based awards

     —         868  

Changes in working capital items, excluding effects from acquisitions:

    

Accounts receivable, net

     (998     (23,444

Prepaid expenses and other current assets

     18,171       (36,997

Accounts payable

     6,589       (15,302

Employee compensation and benefits, accrued expenses and other current liabilities

     (7,515     38,062  

Deferred revenue

     (2,843     9,541  

Income taxes

     51,296       (272,102

Change in broadcast rights, net of liabilities

     (15,427     100,116  

Deferred income taxes

     95,035       (140,075

Change in non-current obligations for uncertain tax positions

     (11,276     (931

Other, net

     31,768       (7,380
  

 

 

   

 

 

 

Net cash provided by operating activities

     284,163       25,944  
  

 

 

   

 

 

 

Investing Activities

    

Capital expenditures

     (99,659     (89,084

Investments

     (5,993     (23,042

Acquisitions, net of cash acquired

     —         (74,959

Proceeds from sales of real estate and other assets

     507,692       4,930  

Transfers from restricted cash

     297       1,112  

Distributions from equity investments

     —         10,328  

Proceeds from sales of investments

     —         44,982  
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     402,337       (125,733
  

 

 

   

 

 

 

 

12


TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

 

     Year Ended  
     December 31, 2016     December 31, 2015  

Financing Activities

    

Long-term borrowings

     —         1,100,000  

Repayments of long-term debt

     (27,842     (1,114,262

Long-term debt issuance costs

     (736     (20,202

Payments of dividends

     (90,296     (719,919

Settlements of contingent consideration, net

     (3,636     1,174  

Common stock repurchases

     (232,065     (339,942

Change in excess tax benefits from stock-based awards

     —         (868

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

     (4,553     (4,421

Proceeds from stock option exercises

     —         166  

Contributions from noncontrolling interest

     393       5,524  
  

 

 

   

 

 

 

Net cash used in financing activities

     (358,735     (1,092,750
  

 

 

   

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

     327,765       (1,192,539

Cash and cash equivalents, beginning of year

     262,644       1,455,183  
  

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ 590,409     $ 262,644  
  

 

 

   

 

 

 

Cash and Cash Equivalents are Comprised of:

    

Cash and cash equivalents

   $ 577,658     $ 247,820  

Cash and cash equivalents classified as assets held for sale

     12,751       14,824  
  

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ 590,409     $ 262,644  
  

 

 

   

 

 

 

Supplemental Schedule of Cash Flow Information

    

Cash paid during the period for:

    

Interest

   $ 160,200     $ 130,311  

Income taxes, net of refunds

   $ 265,886     $ 434,720  

 

13


TRIBUNE MEDIA COMPANY - CONSOLIDATED

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(in thousands of dollars)

(Unaudited)

 

     Three Months Ended     Year Ended  
     December 31,
2016
    December 31,
2015
    December 31,
2016
    December 31,
2015
 

Revenue

   $ 529,624     $ 478,009     $ 1,947,930     $ 1,801,967  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss)

   $ 18,951     $ (380,928   $ 14,246     $ (319,918

(Loss) income from discontinued operations, net of taxes

     (51,776     7,650       (72,794     (4,581
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Continuing Operations

   $ 70,727     $ (388,578   $ 87,040     $ (315,337

Income tax expense (benefit)

     43,280       (13,829     347,202       25,918  

Reorganization items, net

     188       105       1,422       1,537  

Other non-operating gain, net

     (4,949     (5,623     (5,427     (7,228

Gain on investment transactions, net

     —         (103     —         (12,173

Loss on extinguishment of debt

     —         —         —         37,040  

Interest expense

     38,211       38,473       152,719       148,587  

Interest and dividend income

     (390     (246     (1,226     (720

Income on equity investments, net

     (33,861     (27,125     (148,156     (146,959
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Profit (Loss)

   $ 113,206     $ (396,926   $ 433,574     $ (269,335

Depreciation

     15,152       17,387       58,825       64,554  

Amortization

     41,661       41,665       166,664       166,404  

Stock-based compensation

     8,451       7,776       32,993       30,254  

Impairments of goodwill and other intangibles assets

     3,400       385,000       3,400       385,000  

Impairments of broadcast rights

     —         73,830       36,782       73,830  

Severance and related charges

     2,384       2,008       10,406       5,276  

Transaction-related costs

     3,852       1,846       10,889       6,111  

(Gain) loss on sales of real estate, net

     (367     —         (213,086     97  

Real estate impairments and other

     (173     6,644       14,746       6,677  

Pension credit

     (6,027     (7,291     (24,110     (29,166
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 181,539     $ 131,939     $ 531,083     $ 439,702  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

14


TRIBUNE MEDIA COMPANY - TELEVISION AND ENTERTAINMENT

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

(in thousands of dollars)

(Unaudited)

 

     Three Months Ended     Year Ended  
     December 31,
2016
    December 31,
2015
    December 31,
2016
    December 31,
2015
 

Advertising

   $ 384,580     $ 348,056     $ 1,374,571     $ 1,303,220  

Retransmission revenue

     89,188       74,324       334,724       283,140  

Carriage fees

     30,650       22,676       121,044       85,344  

Barter/trade

     9,918       9,443       39,025       38,243  

Copyright royalties

     2,835       4,049       7,959       15,367  

Other

     8,552       6,977       32,573       27,228  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenues (1)

   $ 525,723     $ 465,525     $ 1,909,896     $ 1,752,542  
  

 

 

   

 

 

   

 

 

   

 

 

 
 

Operating Profit (Loss) (1)

   $ 136,862     $ (365,244   $ 324,837     $ (175,140

Depreciation

     11,691       12,795       45,083       48,437  

Amortization

     41,661       41,665       166,664       166,404  

Stock-based compensation

     3,756       3,225       14,956       12,377  

Impairments of goodwill and other intangibles assets

     3,400       385,000       3,400       385,000  

Impairments of broadcast rights

     —         73,830       36,782       73,830  

Severance and related charges

     2,363       311       9,228       2,317  

Gain on sale of real estate

     (3     —         (3     —    

Real estate impairments and other

     (196     —         3,061       13  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (1)

   $ 199,534     $ 151,582     $ 604,008     $ 513,238  
  

 

 

   

 

 

   

 

 

   

 

 

 

Broadcast rights - Amortization

     102,127       100,339       412,494       377,185  

Broadcast rights - Cash Payments

     (94,529     (79,956     (458,978     (390,199
  

 

 

   

 

 

   

 

 

   

 

 

 

Broadcast Cash Flow

   $ 207,132     $ 171,965     $ 557,524     $ 500,224  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(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     Year Ended  
     December 31,
2016
    December 31,
2015
    December 31,
2016
    December 31,
2015
 

Total Revenues

   $ 3,901     $ 12,484     $ 38,034     $ 49,425  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (Loss) Profit (1)

   $ (23,656   $ (31,682   $ 108,737     $ (94,195

Depreciation

     3,461       4,592       13,742       16,117  

Stock-based compensation

     4,695       4,551       18,037       17,877  

Severance and related charges

     21       1,697       1,178       2,959  

Transaction-related costs

     3,852       1,846       10,889       6,111  

(Gain) loss on sales of real estate, net

     (364     —         (213,083     97  

Real estate impairments and other

     23       6,644       11,685       6,664  

Pension credit

     (6,027     (7,291     (24,110     (29,166
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (1)

   $ (17,995   $ (19,643   $ (72,925   $ (73,536
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(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  
     December 31, 2016     December 31, 2015  
     Pre-Tax     After-Tax     Diluted EPS     Pre-Tax     After-Tax     Diluted EPS  

Diluted EPS

       $ 0.22         $ (4.07

Loss (Income) from discontinued operations

         0.59           (0.08

Newsday income tax charges

   $ —       $ 648       0.01     $ —       $ —         —    

Reorganization items, net

     188       188       0.00       105       109       0.00  

Other non-operating gain, net

     (4,949     (3,009     (0.03     (5,623     (3,419     (0.04

Gain on investment transaction

     —         —         —         (103     (312     (0.00

Equity income - share of CareerBuilder goodwill impairment charge

     —         —         —         16,054       9,761       0.10  

Impairments of goodwill and other intangible assets

     3,400       2,067       0.02       385,000       383,432       4.10  

Impairment of broadcast rights

     —         —         —         73,830       44,889       0.48  

Severance and related charges

     2,384       1,450       0.02       2,008       1,221       0.01  

Transaction-related costs

     3,852       2,394       0.03       1,846       1,071       0.01  

Gain on sales of real estate, net

     (367     (223     (0.00     —         —         —    

Real estate impairments and other

     (173     (106     (0.00     6,644       4,041       0.04  
      

 

 

       

 

 

 

Adjusted EPS (1)

       $ 0.85         $ 0.56  
      

 

 

       

 

 

 
     Year Ended  
     December 31, 2016     December 31, 2015  
     Pre-Tax     After-Tax     Diluted EPS     Pre-Tax     After-Tax     Diluted EPS  

Diluted EPS

       $ 0.16         $ (3.38

Loss from discontinued operations

         0.80           0.05  

Newsday income tax charges

   $ —       $ 191,008       2.10     $ —       $ —         —    

Reorganization items, net

     1,422       1,422       0.02       1,537       1,455       0.02  

Other non-operating gain, net

     (5,427     (3,299     (0.04     (7,228     (4,394     (0.05

Gain on investment transactions, net

     —         —         —         (12,173     (7,655     (0.08

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  

Impairments of goodwill and other intangible assets

     3,400       2,067       0.02       385,000       383,432       4.05  

Impairments of broadcast rights

     36,782       22,363       0.25       73,830       44,889       0.47  

Severance and related charges

     10,406       6,327       0.07       5,276       3,208       0.03  

Transaction-related costs

     10,889       6,723       0.07       6,111       3,877       0.04  

(Gain) loss on sales of real estate, net

     (213,086     (129,556     (1.43     97       58       0.00  

Real estate impairments and other

     14,746       8,962       0.10       6,677       4,061       0.04  
      

 

 

       

 

 

 

Adjusted EPS (1)

       $ 2.13         $ 1.54  
      

 

 

       

 

 

 

 

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

 

17