0001593195-19-000026.txt : 20190508 0001593195-19-000026.hdr.sgml : 20190508 20190508162404 ACCESSION NUMBER: 0001593195-19-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190508 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190508 DATE AS OF CHANGE: 20190508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tribune Publishing Co CENTRAL INDEX KEY: 0001593195 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 383919441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36230 FILM NUMBER: 19806934 BUSINESS ADDRESS: STREET 1: 160 N. STETSON AVENUE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312 222 9100 MAIL ADDRESS: STREET 1: 160 N. STETSON AVENUE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: tronc, Inc. DATE OF NAME CHANGE: 20160617 FORMER COMPANY: FORMER CONFORMED NAME: Tribune Publishing Co DATE OF NAME CHANGE: 20131127 8-K 1 a2019q1pressrelease8-k.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 8, 2019

TRIBUNE PUBLISHING COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware
001-36230
38-3919441
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
160 N. Stetson Avenue, Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
312-222-9100
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ]
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
TPCO
The NASDAQ Stock Market LLC

  






Item 2.02. Results of Operations and Financial Condition.

On May 8, 2019, Tribune Publishing Company (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2019 and other financial information.  A copy of the press release is furnished as Exhibit 99.1 to this report.  The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits

Exhibit No.    Description










SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
TRIBUNE PUBLISHING COMPANY
 
 
 
 
 
 
Date: May 8, 2019
By: 
/s/ Terry Jimenez        
 
 
Terry Jimenez
 
 
Executive Vice President and Chief Financial Officer
 
 
 





EX-99.1 2 a9912019q1pressrelease.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

logoa01.jpg


TRIBUNE PUBLISHING REPORTS FIRST QUARTER 2019 RESULTS

Company Delivers Year-Over-Year Revenue Growth Driven by Continued Increases in Digital Subscribers

Ongoing Cost Management Efforts Support Improved Profitability


CHICAGO, May 8, 2019 (GLOBE NEWSWIRE) - Tribune Publishing Company (NASDAQ:TPCO) today announced financial results for the first quarter ended March 31, 2019. Unless otherwise noted, amounts and disclosures throughout this earnings release relate to continuing operations and exclude all discontinued operations including the Los Angeles Times, the San Diego Union-Tribune and other assets of the California News Group (collectively, the “California properties”) and forsalebyowner.com.
        
First Quarter 2019 Highlights:
Total revenues increased to $244.5 million, up 2.6% year-over-year
Net loss attributable to Tribune Publishing common stockholders decreased to $4.7 million, or $0.13 per share, in the first quarter of 2019 compared to a net loss of $14.6 million, or $0.42 per share in the first quarter of 2018
Adjusted EBITDA increased to $21.3 million, up $12.8 million year-over-year
Digital content revenues increased 43% compared to the first quarter of 2018
Digital-only subscribers increased 45% to 283,000 at the end of the first quarter 2019, up from 195,000 at the end of the first quarter 2018

Timothy P. Knight, Tribune Publishing Chief Executive Officer and President, said, “Tribune Publishing is off to a very strong start to 2019. Our focus on driving digital content revenue growth, coupled with the cost management actions we implemented in late 2018, enabled us to deliver significant year-over-year improvement in Adjusted EBITDA, exceeding our expectations for the quarter and laying a solid foundation for our future.”
        
Mr. Knight continued, “I am pleased to report that we delivered growth across our digital subscription, commerce and content syndication operations in the first quarter, reflecting the success of our continued efforts to expand digital-only subscribers and revenue. Importantly, we have delivered nineteen consecutive quarters of digital subscription volume and revenue growth across the Tribune Publishing portfolio, and the Chicago Tribune reached a key milestone by surpassing 100,000 paid digital subscribers - an achievement we proudly announced last week.”

“The foundation for these accomplishments is the remarkable performance of our newsrooms. They continue to produce a wide range of journalism that is valued by the communities they serve. We are also very pleased that the South Florida Sun Sentinel was awarded the 2019 Pulitzer Prize for Public Service for its extensive coverage of the Parkland School shooting, coverage that served to make schools safer both in Parkland and across the country. The Annapolis Capital Gazette was also honored with a Special Citation for its courageous reporting following the June attack on its own offices that killed five of its employees. The Pulitzer Board’s recognition of both of these distinguished titles is a testimony to the hard work and talent of our journalists, and we are deeply appreciative of their efforts.” Mr. Knight said.    

First Quarter 2019 Results
First quarter 2019 total revenues were $244.5 million, up $6.1 million or 2.6% compared to $238.4 million for the first quarter 2018. Revenues for the first quarter 2019 include $24.1 million attributable to one extra operating month in the quarter for BestReviews compared to the prior year period, the contribution from the Virginian-Pilot Media Companies (“VPMC”) acquisition and revenue associated with the Company’s Transition Service Arrangement with the California properties.

First quarter 2019 total advertising revenue and digital advertising revenue were $96.8 million and $20.8 million, respectively.




Total operating expenses, including depreciation and amortization, in the first quarter of 2019 were $251.9 million, down 6.5%, compared to $269.4 million in the first quarter of 2018. The decrease resulted from the Company’s ongoing strong cost management partially offset by the impact of the BestReviews and VPMC acquisitions.

Net loss from continuing operations was $4.7 million in the first quarter of 2019, compared to a loss of $28.1 million in the first quarter of 2018.

Adjusted EBITDA was $21.3 million in the first quarter of 2019, which grew by $12.8 million versus the first quarter of 2018. The year-over-year increase is primarily driven by strong expense management and growth in digital content revenue.

For the quarter ended March 31, 2019, capital expenditures totaled $3.9 million. Cash balance at March 31, 2019, was $142.2 million, which includes $43.9 million of restricted cash reflected in long-term assets.

Segment Results
The Company operates in two segments: M, which is comprised of the Company’s media groups excluding their digital revenues and related expenses (except digital subscription revenues when bundled with a print subscription) and X, which includes all digital revenues and related expenses of the Company from local Tribune Publishing websites, third-party websites, mobile applications, digital-only subscriptions, Tribune Content Agency and BestReviews.

Included in the tables below is segment reporting for M and X for the first quarters of 2019 and 2018.
    
M
First quarter 2019 M total revenues were $198.0 million, down 3.0% compared to the first quarter of 2018. Excluding the impact of the Virginian-Pilot, revenue was down 8.8%.

First quarter 2019 operating expenses for M decreased 9.9% compared to the prior-year quarter, driven primarily by cost reduction actions, partially offset by expenses related to the VPMC business.
    
First quarter 2019 income from operations for M was $13.8 million and Adjusted EBITDA was $23.8 million.

X
Total revenues for X for the first quarter of 2019 were $39.6 million, up 12.6%, primarily driven by the impact of the VPMC and BestReviews businesses, as well as core growth in Digital Only Subscription revenue. Content revenues in the first quarter of 2019, which includes digital-only subscriptions, content syndication and commerce revenues, increased by 43.2% year-over-year. Excluding the impact of the VPMC and BestReviews acquisitions, content revenues would have been up organically 20.0%.

First quarter 2019 operating expenses for X increased 25.2% compared to the prior-year quarter, driven primarily by resources and associated costs shifting to X from M, increased expenses associated with the BestReviews and VPMC businesses and an increase in restructuring costs due to organizational changes implemented in the first quarter of 2019.

First quarter 2019 loss from operations for X was $5.2 million versus a loss of $0.6 million in the first quarter of 2018 and Adjusted EBITDA was $2.5 million, down $3.4 million compared to the first quarter of 2018.

Digital-only subscribers grew to 283,000, up 45% from the prior year and up 13% sequentially from the fourth quarter of 2019.

2019 Outlook
For the full year, the Company reaffirms its previously provided Adjusted EBITDA guidance range of $101 million to $105 million.
        
For the second quarter of 2019, the Company expects total revenues to range from $240 million to $245 million and Adjusted EBITDA to range from $20 million to $21 million.




Conference Call Details
Tribune Publishing will host a conference call to discuss the Company’s first quarter 2019 results at 5:00 p.m. Eastern Time (4:00 p.m. Central Time) on Wednesday, May 8, 2019. The conference call may be accessed via Tribune Publishing’s Investor Relations website at investor.tribpub.com or by dialing 844.494.0195 (508.637.5599 for international callers) and entering conference ID 1427598. An archived version of the webcast will also be available for one year on the Tribune Publishing website. You can also access this replay via telephone, until May 15, 2019, by dialing 855.859.2056 (404.537.3406 for international callers), and entering conference ID 1427598.
 
Non-GAAP Financial Information
Adjusted EBITDA, Adjusted total operating expenses, Adjusted Net Income, and Adjusted Diluted EPS. These are not measures presented in accordance with generally accepted accounting principles in the United States (US GAAP) and Tribune Publishing’s use of the terms Adjusted EBITDA, Adjusted total operating expenses, Adjusted Net Income, and Adjusted Diluted EPS may vary from that of others in the Company’s industry. Adjusted EBITDA, Adjusted total operating expenses, Adjusted Net Income, and Adjusted Diluted EPS should not be considered as an alternative to net income (loss), income from operations, operating expenses, net income (loss) per diluted share, revenues or any other performance measures derived in accordance with US GAAP as measures of operating performance or liquidity. Further information regarding Tribune Publishing’s presentation of these measures, including a reconciliation of Adjusted EBITDA, Adjusted total operating expenses, Adjusted Net Income and Adjusted Diluted EPS to the most directly comparable US GAAP financial measure, is included below in this press release.

Cautionary Statements Regarding Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based largely on our current expectations and reflect various estimates and assumptions by us. Forward-looking statements are subject to certain risks, trends, and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include: changes in advertising demand, circulation levels and audience shares; competition and other economic conditions; economic and market conditions that could impact the level of our required contributions to the defined benefit pension plans to which we contribute; decisions by trustees under rehabilitation plans (if applicable) or other contributing employers with respect to multiemployer plans to which we contribute which could impact the level of our contributions; our ability to develop and grow our online businesses; changes in newsprint price; our ability to maintain effective internal control over financial reporting; concentration of stock ownership among our principal stockholders whose interests may differ from those of other stockholders; and other events beyond our control that may result in unexpected adverse operating results. For more information about these and other risks see Item 1A (Risk Factors) of the Company’s most recent Annual Report on Form 10-K and in the Company’s other reports filed with the Securities and Exchange Commission.

The words “believe,” “expect,” “anticipate,” “estimate,” “could,” “should,” “intend,” “may,” “will,” “plan,” “seek” and similar expressions generally identify forward-looking statements. However, such words are not the exclusive means for identifying forward-looking statements, and their absence does not mean that the statement is not forward-looking. Whether or not any such forward-looking statements, in fact, occur will depend on future events, some of which are beyond our control. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this press release. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.




About Tribune Publishing Company
Tribune Publishing (NASDAQ:TPCO) is a media company rooted in award-winning journalism.  Headquartered in Chicago, Tribune Publishing operates local media businesses in eight markets with titles including the Chicago TribuneNew York Daily NewsThe Baltimore Sun,  Orlando Sentinel, South Florida's Sun-Sentinel, Virginia’s Daily Press and The Virginian-Pilot, The Morning Call of Lehigh Valley, Pennsylvania, and the Hartford Courant.

In addition to award-winning local media businesses, Tribune Publishing operates national and international brands such as Tribune Content Agency and The Daily Meal, and is the majority owner of the product review website BestReviews.
        
Our brands are committed to informing, inspiring and engaging local communities. We create and distribute content across our media portfolio, offering integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.

Investor Relations Contact:
Terry Jimenez
Tribune Publishing, EVP/CFO
312.222.5787
tjimenez@tribpub.com

Media Contact:
Tilden Katz
Tribune Publishing Corporate Communications
312.606.2614
tilden.katz@fticonsulting.com
Source: Tribune Publishing
    
###

Exhibits:
Condensed Consolidated Statements of Income (Loss)
Segment Income, Expenses, and Non-GAAP Reconciliations
Condensed Consolidated Balance Sheets
Non-GAAP Reconciliations - Loss from Continuing Operations to Adjusted EBITDA
Non-GAAP Reconciliations - Total Operating Expenses to Adjusted Total Operating Expenses
Non-GAAP Reconciliations - Loss from Continuing Operations to Adjusted Net Income (Loss) from continuing operations and Adjusted Diluted EPS




TRIBUNE PUBLISHING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF LOSS
(In thousands, except per share data)
(Unaudited)
Preliminary
 
 
Three Months Ended
 
 
March 31, 2019
 
April 1, 2018
 
 
 
 
 
Operating revenues
 
$
244,525

 
$
238,366

 
 
 
 
 
Operating expenses
 
251,927

 
269,444

 
 
 
 
 
Income (loss) from operations
 
(7,402
)
 
(31,078
)
 
 
 
 
 
Interest income (expense), net
 
220

 
(6,564
)
Loss on equity investments, net
 
(487
)
 
(729
)
Other income, net
 
73

 
3,663

Loss from continuing operations before income taxes
 
(7,596
)
 
(34,708
)
Income tax benefit
 
(2,882
)
 
(6,637
)
Net loss from continuing operations
 
(4,714
)
 
(28,071
)
Income from discontinued operations, net of taxes
 

 
13,706

Net loss
 
(4,714
)
 
(14,365
)
Less: Income (loss) attributable to non-controlling interests
 
(39
)
 
262

Net loss attributable to Tribune common stockholders
 
$
(4,675
)
 
$
(14,627
)
 
 
 
 
 
Net loss attributable to Tribune per common share - Basic
 
 
 
 
Loss from continuing operations
 
$
(0.13
)
 
$
(0.81
)
Income (loss) from discontinued operations
 

 
0.39

Net income attributable to Tribune per common share - Basic
 
$
(0.13
)
 
$
(0.42
)
 
 
 
 
 
Net loss attributable to Tribune per common share - Diluted
 
 
 
 
Loss from continuing operations
 
$
(0.13
)
 
$
(0.81
)
Income from discontinued operations
 

 
0.39

Net income attributable to Tribune per common share - Diluted
 
$
(0.13
)
 
$
(0.42
)
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
Basic
 
35,628

 
34,801

Diluted
 
35,628

 
34,801







TRIBUNE PUBLISHING COMPANY
SEGMENT INFORMATION
(In thousands) (Unaudited)
Preliminary
The tables below show the segmentation of income and expenses for the three months ended March 31, 2019 as compared to the three months ended April 1, 2018. Each period consists of 13 weeks.
 
M
 
X
 
Corporate and Eliminations
 
Consolidated
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
Mar 31, 2019
 
Apr 1, 2018
 
Mar 31, 2019
 
Apr 1, 2018
 
Mar 31, 2019
 
Apr 1, 2018
 
Mar 31, 2019
 
Apr 1, 2018
Total revenues
$
198,025

 
$
204,211

 
$
39,583

 
$
35,144

 
$
6,917

 
$
(989
)
 
$
244,525

 
$
238,366

Operating expenses
184,227

 
204,411

 
44,783

 
35,755

 
22,917

 
29,278

 
251,927

 
269,444

Income (loss) from operations
13,798

 
(200
)
 
(5,200
)
 
(611
)
 
(16,000
)
 
(30,267
)
 
(7,402
)
 
(31,078
)
Depreciation and amortization
6,286

 
3,972

 
2,177

 
4,549

 
3,621

 
3,925

 
12,084

 
12,446

Adjustments
3,686

 
4,877

 
5,555

 
1,950

 
7,366

 
20,344

 
16,607

 
27,171

Adjusted EBITDA
$
23,770

 
$
8,649

 
$
2,532

 
$
5,888

 
$
(5,013
)
 
$
(5,998
)
 
$
21,289

 
$
8,539

Segment M
 
Three Months Ended
 
 
March 31, 2019
 
April 1, 2018
 
% Change
Operating revenues:
 
 
 
 
 
 
Advertising
 
$
75,932

 
$
82,742

 
(8.2
%)
Circulation
 
86,670

 
84,626

 
2.4
%
Other
 
35,423

 
36,843

 
(3.9
%)
Total revenues
 
198,025

 
204,211

 
(3.0
%)
Operating expenses
 
184,227

 
204,411

 
(9.9
%)
Income (loss) from operations
 
13,798

 
(200
)
 
*
Depreciation and amortization
 
6,286

 
3,972

 
58.3
%
Adjustments
 
3,686

 
4,877

 
(24.4
%)
Adjusted EBITDA
 
$
23,770

 
$
8,649

 
*
Segment X
 
Three Months Ended
 
 
March 31, 2019
 
April 1, 2018
 
% Change
Operating revenues:
 
 
 
 
 
 
Advertising
 
$
20,836

 
$
22,050

 
(5.5
%)
Content
 
18,747

 
13,094

 
43.2
%
Total revenues
 
39,583

 
35,144

 
12.6
%
Operating expenses
 
44,783

 
35,755

 
25.2
%
Loss from operations
 
(5,200
)
 
(611
)
 
*
Depreciation and amortization
 
2,177

 
4,549

 
(52.1
%)
Adjustments
 
5,555

 
1,950

 
*
Adjusted EBITDA
 
$
2,532

 
$
5,888

 
(57.0
%)





TRIBUNE PUBLISHING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
Preliminary
 
 
March 31, 2019
 
December 30, 2018
Assets
 
 
 
 
Current Assets:
 
 
 
 
Cash
 
$
98,206

 
$
97,560

Accounts receivable
 
111,618

 
145,463

Inventories
 
9,267

 
9,587

Prepaid expenses and other
 
20,605

 
18,197

Total current assets
 
239,696

 
270,807

Net Properties, Plant and Equipment
 
134,086

 
144,963

Other Assets
 
 
 
 
Goodwill
 
233,120

 
236,492

Intangible assets, net
 
74,780

 
77,229

Software, net
 
26,168

 
27,117

Lease right of use assets
 
112,393

 

Restricted cash
 
43,947

 
43,947

Other long-term assets
 
29,085

 
30,418

Total other assets
 
418,545

 
310,857

Total assets
 
$
792,327

 
$
726,627

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Current Liabilities
 
 
 
 
Accounts payable
 
$
53,098

 
$
70,555

Employee compensation and benefits
 
41,895

 
61,001

Deferred revenue
 
49,814

 
51,114

Current portion of long-term lease liability
 
26,393

 

Current portion of long-term debt
 
405

 
405

Other current liabilities
 
20,542

 
21,203

Liabilities associated with assets held for sale
 
6,249

 
6,249

Total current liabilities
 
198,396

 
210,527

Non-Current Liabilities
 
 
 
 
Long-term lease liability
 
112,610

 

Workers’ compensation, general liability and auto insurance payable
 
25,674

 
30,606

Pension and postretirement benefits payable
 
19,096

 
20,150

Deferred rent
 

 
25,424

Long-term debt
 
6,775

 
6,799

Other obligations
 
17,546

 
20,053

Total non-current liabilities
 
181,701

 
103,032

Noncontrolling Equity Interest
 
39,717

 
39,756

Equity
 
 
 
 
Total stockholders' equity
 
372,513

 
373,312

Total liabilities and equity
 
$
792,327

 
$
726,627







TRIBUNE PUBLISHING COMPANY
NON-GAAP RECONCILIATIONS
(In thousands) (Unaudited)
Preliminary
Reconciliation of Loss From Continuing Operations to Adjusted EBITDA:
 
Three Months Ended
 
Mar 31, 2019
 
Apr 1, 2018
 
% Change
Net loss from continuing operations
$
(4,714
)
 
$
(28,071
)
 
(83.2
%)
Income tax expense
(2,882
)
 
(6,637
)
 
(56.6
%)
Interest (income) expense, net
(220
)
 
6,564

 
*
Loss on equity investments, net
487

 
729

 
(33.2
%)
Other income, net
(73
)
 
(3,663
)
 
(98.0%)
Loss from operations
(7,402
)
 
(31,078
)
 
(76.2
%)
Depreciation and amortization
12,084

 
12,446

 
(2.9
%)
Restructuring and transaction costs (1)
10,870

 
25,584

 
(57.5
%)
Stock-based compensation
5,737

 
1,587

 
*
Adjusted EBITDA
$
21,289

 
$
8,539

 
*
* Represents positive or negative change in excess of 100%
(1) -
Restructuring and transaction costs include costs related to Tribune's internal restructuring, such as severance, charges associated with vacated space, costs related to completed and potential acquisitions and a one-time charge related to the Consulting Agreement.
Adjusted EBITDA
Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and gain/loss on equity investments) and (ii) expenses that are not reflective of the Company’s core operating results over time (such as restructuring costs, including the employee voluntary separation program and gain/losses on employee benefit plan terminations, litigation or dispute settlement charges or gains, premiums on stock buyback and transaction-related costs), this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in performance from period to period.  The Company’s management uses Adjusted EBITDA (a) as a measure of operating performance; (b) for planning and forecasting in future periods; and (c) in communications with the Company’s Board of Directors concerning the Company’s financial performance. In addition, Adjusted EBITDA, or a similarly calculated measure, has been used as the basis for certain financial maintenance covenants that the Company is subject to in connection with certain credit facilities. Since not all companies use identical calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance with U.S. GAAP. Instead, management believes Adjusted EBITDA should be used to supplement the Company’s financial measures derived in accordance with U.S. GAAP to provide a more complete understanding of the trends affecting the business.
Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful than, amounts determined in accordance with GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are: they do not reflect the Company’s interest income and expense, or the requirements necessary to service interest or principal payments on the Company’s debt; they do not reflect future requirements for capital expenditures or contractual commitments; and although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements.
The Company does not provide a reconciliation of Adjusted EBITDA guidance due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for restructuring and transaction costs, stock-based compensation amounts and other charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.





TRIBUNE PUBLISHING COMPANY
NON-GAAP RECONCILIATIONS
(In thousands)
(Unaudited)
Preliminary
Reconciliation of Total Operating Expenses to Adjusted Same-Business Operating Expenses
Adjusted same-business operating expenses consist of total operating expenses per the income statement, adjusted to exclude the impact of items listed in the Adjusted EBITDA non-GAAP reconciliation, the additional expenses related to the 2018 acquisitions (e.g. same-business) and the impact of the TSA expenses. Management believes that adjusted same-business operating expenses is informative to investors as it enhances the investors' overall understanding of the financial performance of the Company's business as they analyze current results compared to prior periods.
 
 
Three Months Ended March 31, 2019
 
Three Months Ended April 1, 2018
 
 
GAAP
 
Adjustments
 
Adjusted Same- Business
 
GAAP
 
Adjustments
 
Adjusted Same- Business
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation
 
$
97,709

 
$
(18,237
)
 
$
79,472

 
$
110,765

 
$
(8,659
)
 
$
102,106

Newsprint and ink
 
16,103

 
(1,240
)
 
14,863

 
14,598

 

 
14,598

Outside services
 
83,813

 
(7,676
)
 
76,137

 
98,982

 
(20,412
)
 
78,570

Other operating expenses
 
42,218

 
(14,400
)
 
27,818

 
32,653

 
(1,711
)
 
30,942

Depreciation and amortization
 
12,084

 
(12,084
)
 

 
12,446

 
(12,446
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total operating expenses
 
$
251,927

 
$
(53,637
)
 
$
198,290

 
$
269,444

 
$
(43,228
)
 
$
226,216

Reconciliation of Loss From Continuing Operations to Adjusted Income (Loss) From Continuing Operations and Adjusted Diluted EPS:
Adjusted net income (loss) from continuing operations is defined as loss from continuing operations- GAAP excluding the adjustments for restructuring and transaction costs, net of the impact of income taxes.
Adjusted Diluted EPS computes Adjusted net income (loss) from continuing operations divided by diluted weighted average shares outstanding.
Management believes Adjusted Net income (loss) from continuing operations and Adjusted Diluted EPS are informative to investors as they enhance investors' overall understanding of the financial performance of the Company's business as they analyze current results compared to future recurring projections.
 
 
Three Months Ended
 
 
March 31, 2019
 
April 1, 2018
 
 
 Earnings
 
Diluted EPS
 
 Earnings
 
Diluted EPS
Loss from continuing operations - GAAP
$
(4,714
)
 
$
(0.13
)
 
$
(28,071
)
 
$
(0.81
)
Adjustments to operating expenses, net of 27.8% tax:
 
 
 
 
 
 
 
 
Restructuring and transaction costs
7,848

 
0.22

 
18,472

 
0.53

Adjusted income (loss) from continuing operations - Non-GAAP
$
3,134

 
$
0.09

 
$
(9,599
)
 
$
(0.28
)



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